SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 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 16, 1997


                                TAMPA ELECTRIC COMPANY
                (Exact name of registrant as specified in its charter)




               FLORIDA                       1-5007              59-0475140
     (State or other jurisdiction       (Commission file       (IRS Employer 
          of incorporation)                 Number)          Identification No.)


          702 North Franklin Street, Tampa Florida                 33602
          (Address of principal executive offices)               (Zip code)

     Registrant's telephone number, including area code: (813) 228-4111




















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          Item 5.   Other Events

               A t   the  annual  meeting  held  on  April  16,  1997,  the
          shareholders  of  TECO  Energy, Inc. ( TECO Energy ) approved the
          TECO  Energy  1997  Director  Equity  Plan  (the    Plan  ) as an
          amendment  and restatement of the TECO Energy 1991 Director Stock
          Option  Plan.  The  Plan  had  previously  been  adopted  by TECO
          Energy s Board of Directors subject to shareholder approval.













































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          Item 7.   Financial Statements and Exhibits

                    (c)  Exhibits

                         10.1 TECO Energy, Inc. 1997 Director Equity
                              Plan

                         













































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                                      SIGNATURE



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




          Dated:    April 18, 1997           Tampa Electric Company



                                             By:/s/ W. L. Griffin      
                                                    W. L. Griffin     
                                               Vice President-Controller
                                             (Principal Accounting Officer)


































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                                  INDEX TO EXHIBITS


          Exhibit No.    Description of Exhibits                 Page No.

          10.1           TECO Energy, Inc. 1997 Director 
                         Equity Plan                                  6

                    












































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