As filed with the Securities and Exchange Commission on April 21, 1995

 
                        SECURITIES AND EXCHANGE COMMISSION

                               Washington, DC  20549

                               _____________________

                                     FORM 8-K

                                  CURRENT REPORT


                        Pursuant to Section 13 or 15(d) of

                        The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported): 
                                 April 20, 1995
     



                        Exact name of Registrant as 
        Commission      specified in its charter, address              State of      I.R.S. Employer
        File No.        of principal executive offices, telephone     Incorporation   Identification No.
                                                                               
        1-8349          FLORIDA PROGRESS CORPORATION                    Florida         59-2147112
                         One Progress Plaza
                         St. Petersburg, Florida 33701
                         Telephone (813) 824-6400

        1-3274          FLORIDA POWER CORPORATION                       Florida          59-0247770
                         3201 34th Street South
                         St. Petersburg, Florida 33711
                         Telephone (813) 866-5151



The address of neither registrant has changed since the last report.

This combined Form 8-K represents separate filings by Florida Progress
Corporation and Florida Power Corporation.  Information contained herein 
relating to an individual registrant is filed by that registrant on its own
behalf.  Florida Power makes no representations as to the information relating
to Florida Progress' diversified operations.


Item 5.   Other Events


     In light of ongoing securities offerings by Florida Progress Corporation
("Florida Progress") and its subsidiaries, including Florida Power Corporation
("Florida Power") and Progress Capital Holdings, Inc., the following
information is being presented pending distribution of the combined Florida
Progress and Florida Power Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995:

     Florida Progress issued a news release dated April 20, 1995 and a related
Investor Information report of even date therewith reporting first quarter
1995 earnings.  Copies of the news release and report are being filed herewith
as Exhibits 99.(a) and 99.(b), respectively.


Item 7.  Financial Statements and Exhibits

     (c)  Exhibits:

Exhibit Number (by 
reference to Item 601
of Regulation S-K)      Description of Exhibit   

99.(a)                  Florida Progress Corporation News Release dated April 
                        20, 1995 regarding first quarter earnings.

99.(b)                  Florida Progress Corporation Investor Information
                        Report dated April 20, 1995.


                                SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          FLORIDA PROGRESS CORPORATION
     
                                          FLORIDA POWER CORPORATION

                                              /s/ James V. Smallwood
                                          By:____________________________   
                                              James V. Smallwood
                                              Treasurer of each Registrant



Date:  April 20, 1995



                               EXHIBIT INDEX



Exhibit No.       Description of Exhibit

99.(a)            Florida Progress Corporation News Release dated April 
                  20, 1995 regarding first quarter earnings.

99.(b)            Florida Progress Corporation Investor Information Report
                  dated April 20, 1995.