As filed with the Securities and Exchange Commission on April 21, 1994

 
                    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 21, 1994


                                                                          

                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 any individual registrant is filed by each registrant on its own
behalf.  Neither registrant makes any representations as to the information
relating to the other registrant.


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 Florida Progress and
Florida Power Quarterly Reports on Form 10-Q for the quarter ended March 31,
1994:

     1.  Earnings release.  Florida Progress issued a news release dated April
21, 1994 and a related Investor Information report of even date therewith
reporting first quarter 1994 earnings.  Copies of the news release and report
are being filed herewith as Exhibits 99.(a) and 99.(b), respectively.

     2.  Common Stock offering.  Florida Progress issued a news release dated
April 21, 1994 announcing plans to issue up to 3,795,000 new shares of common
stock.  A copy of the news release is being filed herewith as Exhibit 99.(c).  


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 21, 1994 regarding first quarter earnings.

99.(b)              Florida Progress Corporation Investor Information
                    Report dated April 21, 1994.

99.(c)              Florida Progress Corporation News Release dated 
                    April 21, 1994 regarding common stock offering.

                                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

                                          
                               By:/s/David R. Kuzma
                                ---------------------------
                                  David R. Kuzma
                                  Vice President and Treasurer
                                  of each Registrant



Date:  April 21, 1994


                               EXHIBIT INDEX



Exhibit No.    Description of Exhibit

99.(a)         Florida Progress Corporation News Release dated April 21, 1994
               regarding first quarter earnings.

99.(b)         Florida Progress Corporation Investor Information Report dated
               April 21, 1994.

99.(c)         Florida Progress Corporation News Release dated April 21, 1994
               regarding common stock offering.