As filed with the Securities and Exchange Commission on February 10, 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): 
                                 February 9, 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 Annual Report on Form 10-K for the year ended December 31,
1994:

     Florida Power issued a news release dated February 9, 1995 and Florida
Progress issued a related Investor Information report of even date therewith
reporting that Florida Power has terminated two agreements to transport natural
gas through the proposed SunShine Pipeline, and has filed a lawsuit in
connection therewith.  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 Power Corporation News Release
                    dated February 9, 1995 regarding termination of
                    agreements with SunShine Pipeline Project.

99.(b)              Florida Progress Corporation Investor
                    Information Report dated February 9, 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/ David R. Kuzma
                              By:____________________________   
                                 David R. Kuzma
                                 Vice President and Treasurer
                                 of each Registrant



Date:  February 9, 1995



                               EXHIBIT INDEX



Exhibit No.    Description of Exhibit

99.(a)         Florida Power Corporation News Release dated
               February 9, 1995 regarding termination of agreements
               with SunShine Pipeline Project.

99.(b)         Florida Progress Corporation Investor Information
               Report dated February 9, 1995.