SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

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Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

FLORIDA PROGRESS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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P. O. Box 33042, St. Petersburg, Florida 33733

(LOGO)

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

- --------------------------------------------------------------------------------

FLORIDA
PROGRESS
CORPORATION

March 1, 1995

To the Common Shareholders:

The Annual Meeting of Shareholders of Florida Progress Corporation will be
held at The Radisson Plaza Hotel Fort Worth, 815 Main Street, Fort Worth, Texas,
on Thursday, April 20, 1995, at 9:00 A.M., CENTRAL DAYLIGHT TIME, for the
following purposes:

1. To elect four directors to serve for a three-year term;

2. To vote upon three shareholder proposals as set forth in the
accompanying proxy statement;

and to transact such other business as may properly come before the meeting, or
any adjournment thereof.

The Board of Directors has fixed the close of business on February 10,
1995, as the record date for the determination of the shareholders entitled to
notice of, and to vote at, the meeting and any adjournment thereof. A complete
list of the shareholders entitled to vote at the meeting will be open to the
examination by shareholders, during regular business hours, for a period of ten
days prior to the meeting at the principal executive offices of the Company, One
Progress Plaza, St. Petersburg, Florida, 33701.

By order of the Board of Directors,

KENNETH E. ARMSTRONG
Vice President, General Counsel
and Secretary

YOU ARE URGED, WHETHER YOU OWN ONE OR MANY SHARES, TO MARK, DATE, SIGN AND
PROMPTLY MAIL THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE.

FLORIDA PROGRESS CORPORATION, P. O. BOX 33042, ST. PETERSBURG, FLORIDA
33733 MARCH 1, 1995

PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS/APRIL 20, 1995

- --------------------------------------------------------------------------------

This statement is furnished in connection with the solicitation by the
Board of Directors of Florida Progress Corporation (the "Company") of proxies to
be voted at the Annual Meeting of Shareholders to be held on April 20, 1995, or
at any adjournment thereof. Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time prior to the voting thereof by
giving written notice of revocation to the Secretary of the Company at its
principal executive offices at any time before the proxy is voted, by executing
and delivering a later-dated proxy or by attending the Annual Meeting and voting
his or her shares in person. No such notice of revocation or later-dated proxy,
however, will be effective until received by the Company at or prior to the
Annual Meeting.

Shares of Common Stock, without par value (the "Common Stock") are the only
outstanding voting securities of the Company.

Only shareholders whose names appeared of record on the books of the
Company at the close of business on February 10, 1995, are entitled to vote at
the Annual Meeting. As of that date, there were 95,240,004 shares of Common
Stock outstanding. Each share is entitled to one vote. The attendance, in person
or by proxy, of the holders of a majority of the issued and outstanding shares
of Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum to transact business. The Florida Business Corporation Act
(the "FBCA") provides that directors are elected by a plurality of the votes
cast and all other matters are approved if the votes cast in favor of the action
exceed the votes cast against the action (unless the matter is one for which the
FBCA or the Company's articles of incorporation require a greater vote).
Therefore, under the FBCA abstentions and broker non-votes have no legal effect,
unless a specific percentage of those shareholders entitled to vote is required
by the FBCA or the Company's articles to approve a matter.

The cost of preparing and mailing proxy material and soliciting proxies
will be borne by the Company. Solicitation of proxies will be made by telephone
or in person with some shareholders by regular employees of the Company. In
addition, arrangements will be made with brokerage firms and other custodians,
nominees and fiduciaries to forward solicitation material for the Annual Meeting
to beneficial owners and the Company will reimburse them for their expense in so
doing.

This proxy statement and accompanying notice and form of proxy are first
being sent to the shareholders of the Company on or about March 1, 1995.

ELECTION OF DIRECTORS

The Board of Directors of the Company consists of twelve members, divided
into three classes of equal size. The current terms of the three classes expire
in 1995 (Class II directors), 1996 (Class III directors) and 1997 (Class I
directors). Directors are generally elected for three-year terms.

Four Class II directors with terms expiring in 1998 are to be elected at
the Annual Meeting. The Board of Directors has nominated four persons, all of
whom are currently directors, to stand for election at the Annual Meeting. Mr.
Willard D. Frederick, Jr. was elected to the Board of Directors effective
January 1, 1995 to fill a vacancy created by the resignation of Paul R. Verkuil.
Mr. Verkuil resigned from the Board effective December 31, 1994 and from his
position as

President and Chief Executive Officer of the American Automobile Association to
serve as visiting professor of law at the University of Pennsylvania. The four
persons nominated for election as Class II directors receiving the four highest
totals of votes cast in favor of his or her election will be elected as Class II
directors. Each share of Common Stock entitles its holder to cast one vote in
respect of each director to be elected. Votes may not be cumulated.

It is the intention of the persons named in the accompanying proxy, unless
otherwise directed, to vote all proxies FOR the election of the four nominees of
the Board of Directors as directors of the Company. Directors elected at the
Annual Meeting, after being duly qualified, will serve until their successors
are elected and qualified.

The Board of Directors has been informed that all nominees are willing to
serve as directors, but if any of them should decline or be unable to serve as a
director, the persons named in the accompanying proxy will vote for the election
of another person or persons as they, in their discretion, may choose. The Board
of Directors has no reason to believe that any nominee will be unable or
unwilling to serve.

INFORMATION AS TO NOMINEES

The names and ages of the nominees for election as directors, their
principal occupations and employment during the past five years, including a
brief biography, and the first year elected as a director, are as follows:

NOMINEES FOR TERMS EXPIRING IN 1998
(CLASS II DIRECTORS)

- ------------------ WILLARD D. FREDERICK, JR., age 60, Citrus grower and investor, Orlando,
- ------------------ Florida. From 1980 to 1992 Mr. Frederick served as Mayor of the City of
- ------------------ Orlando. He practiced law as a public defender for the Ninth Judicial
- ------------------ Circuit of Florida and in 1966 founded the Orlando law firm of
- ------------------ Frederick, Wooten & Honeywell P.A. He returned to the practice of law in
- -----(PHOTO)------ 1992 as a partner in the Orlando office of the firm of Holland & Knight
- ------------------ from which he will retire effective April 1, 1995. He is a member of the
- ------------------ Board of Directors of Atlantic Gulf Communities, Inc. and Blue Cross
- ------------------ Blue Shield of Florida. He also serves as a member of the Board of
- ------------------ Trustees of Rollins College and the University of Central Florida
- ------------------ Foundation. In 1991, he chaired the Florida Governor's Commission for
Government by the People (the "Frederick Commission") and served as
Chairman of the Florida Benchmark Committee of the Governor's Commission
for Government Accountability & Performance. Committees: Compensation;
Compliance. Director since January, 1995

- ------------------ ALLEN J. KEESLER, JR., age 56, Group Vice President, Utility Group and
- ------------------ President and Chief Executive Officer of Florida Power Corporation
- ------------------ ("Florida Power"). He joined Florida Power Corporation in 1963. He
- ------------------ served as President and Chief Executive Officer of Talquin Corporation,
- ------------------ a former subsidiary, from January 1983 through February 1988 and was
- -----(PHOTO)------ Group Vice President, Development Group of the Company from January 1986
- ------------------ through February 1988. He is a director of SouthTrust Corporation and
- ------------------ the Edison Electric Institute and an officer and board member of the
- ------------------ Southeastern Electric Exchange. He also serves on the board of trustees
- ------------------ of All Children's Hospital in St. Petersburg, Florida. Committee:
- ------------------ Finance and Budget. Director since 1992*

- ------------------ VINCENT J. NAIMOLI, AGE 57, Chairman, President and Chief Executive
- ------------------ Officer of Anchor Industries International, Inc., and Harvard
- ------------------ Industries, Inc., an operating and holding company and an original
- ------------------ automotive equipment manufacturing company, Tampa, Florida. He is also
- ------------------ Managing General Partner of the Tampa Bay Baseball Ownership Group, St.
- -----(PHOTO)------ Petersburg, Florida. In conjunction with the business activities of
- ------------------ Anchor, Mr. Naimoli currently serves as Chairman and Chief Executive
- ------------------ Officer of Doehler-Jarvis Corporation, Toledo, Ohio; Chairman,
- ------------------ President, and Chief Executive Officer of Ladish Corp, Milwaukee, WI;
- ------------------ and as a director of Resorts International, Inc. and Simplicity Pattern
- ------------------ Company. He was Chairman, President and Chief Executive Officer of
Anchor Glass Container Corporation from 1983 through 1989 and began his
current occupation in January, 1990. He is a Trustee of the University
of Tampa. Committees: Finance and Budget; Compensation; Nominating.
Director since 1992

- ------------------ CHARLES B. REED, AGE 53, Chancellor of the State University System of
- ------------------ Florida, Tallahassee, Florida. He has been Chancellor since 1985. From
- ------------------ 1979 to 1985, he served as Deputy Chief and Chief of Staff to Florida
- ------------------ Governor Bob Graham. He is a director of Capital Health Plan in
- ------------------ Tallahassee. He also serves on the Florida Council of 100, the Council
- -----(PHOTO)------ on Foreign Relations, and the Business-Higher Education Forum.
- ------------------ Committees: Finance and Budget; Nominating. Director since 1992
- ------------------
- ------------------
- ------------------
- ------------------

The names and ages of directors who continue in terms expiring in 1996 and
1997, their principal occupations, or employment during the past five years,
including a brief biography, the first year elected as a director, are as
follows:

INFORMATION AS TO CONTINUING DIRECTORS

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1996
(CLASS III DIRECTORS)

- ------------------ JACK B. CRITCHFIELD, age 61, Chairman of the Board and Chief Executive
- ------------------ Officer. He was a director of Florida Power from 1975 through 1978 and
- ------------------ in 1983, became Vice President of Florida Power's Eastern and Ridge
- ------------------ Divisions. He then served the Company as Group Vice President, Energy
- ------------------ and Technology Group and President of Electric Fuels Corporation
- -----(PHOTO)------ ("Electric Fuels"), a subsidiary, from 1987 until February, 1988 when he
- ------------------ was elected President and Chief Operating Officer. On February 1, 1990,
- ------------------ he became President and Chief Executive Officer and on January 1, 1991,
- ------------------ became Chairman of the Board. He is a director of Barnett Banks, Inc.,
- ------------------ Jacksonville. Committee: Executive, Chairman. Director since 1988*
- ------------------

- ------------------ CLARENCE V. MCKEE, ESQ., age 52, Chairman and Chief Executive Officer of
- ------------------ McKee Communications, Inc., Tampa, Florida. From 1987 to 1992, he served
- ------------------ as Chairman and Chief Executive Officer of WTVT Holdings, Inc. He served
- ------------------ as Counsel to Pepper & Corazinni, a Washington, D.C. communications law
- ------------------ firm, from 1980 until 1987 when he became a co-owner of WTVT Holdings,
- -----(PHOTO)------ Inc., licensee of WTVT-TV, Tampa, Florida. He is a director of Barnett
- ------------------ Bank of Tampa, Barnett Banks, Inc., and American Heritage Life Insurance
- ------------------ Company, Jacksonville. Committees: Compensation, Chairman; Audit.
- ------------------ Director since 1989*
- ------------------
- ------------------

- ------------------ RICHARD A. NUNIS, age 62, Chairman of Walt Disney Attractions, Orlando,
- ------------------ Florida. He has held various positions with the Disney organization
- ------------------ since 1955, including vice president, Operations in 1968, executive vice
- ------------------ president of DISNEYLAND and Walt Disney World in 1972, president of Walt
- ------------------ Disney Attractions in 1980, and his current position since 1991. He is a
- -----(PHOTO)------ director of The Walt Disney Company; Sun Banks, N.A., Orlando;
- ------------------ University of Central Florida Foundation, Inc.; and serves as chairman
- ------------------ of the Florida Council of 100, and a member of the Economic Development
- ------------------ Commission of Mid-Florida. Committees: Executive; Compensation; Finance
- ------------------ and Budget, Chairman. Director since 1989
- ------------------

- ------------------ JEAN GILES WITTNER, age 60, President of Wittner & Company, St.
- ------------------ Petersburg, Florida, a firm involved in real estate management and
- ------------------ insurance brokerage and consulting. She previously served as President
- ------------------ and Chief Executive Officer of a savings association from 1975 until it
- ------------------ was sold on December 31, 1986. She then became President of Wittner
- -----(PHOTO)------ Securities, Inc. In November, 1989, she became President of Wittner &
- ------------------ Company. She has been a director of Florida Power since 1977. She also
- ------------------ serves on the board of the Florida Orchestra, the Goodwill Suncoast
- ------------------ Foundation, Menorah Manor, a non-profit nursing home, and the Pinellas
- ------------------ County Education Foundation. She is a member of the board of trustees of
- ------------------ Eckerd College where she is Chairman of the Investment Committee.
Committees: Audit, Chairman; Compensation; Compliance. Director since
1982*

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1997
(CLASS I DIRECTORS)

- ------------------ MICHAEL P. GRANEY, age 51, Partner, Simpson Thacher & Bartlett,
- ------------------ Columbus, Ohio. He has practiced law with this New York based law firm
- ------------------ since 1980 and is now resident partner in its Ohio office. His
- ------------------ specialties are utilities, anti-trust and litigation. He is a member of
- ------------------ the American, District of Columbia, Ohio and Columbus Bar Associations
- -----(PHOTO)------ and the Federal Energy Bar Association. Committees: Executive;
- ------------------ Compliance; Nominating, Chairman; Indemnification, Chairman. Director
- ------------------ since 1991
- ------------------
- ------------------
- ------------------

- ------------------ RICHARD KORPAN, age 53, President and Chief Operating Officer. He joined
- ------------------ the Company in June, 1989 as Executive Vice President and Chief
- ------------------ Financial Officer and was elected President and Chief Operating Officer
- ------------------ effective December 1, 1991. Prior to joining the Company, he was
- ------------------ President and Chief Executive Officer of Pacific Diversified Capital
- -----(PHOTO)------ Company, a subsidiary that comprises the non-utility operations of San
- ------------------ Diego Gas & Electric Company ("SDG&E"). From 1979 to 1986, he held
- ------------------ several positions with SDG&E including Senior Vice President and Chief
- ------------------ Financial Officer, Group Vice President-Finance, and Treasurer. After
- ------------------ practicing law in Colorado, he served in various financial positions at
- ------------------ Public Service Company of Colorado before joining SDG&E. He is a
director of SunBank of Tampa Bay, Acordia Central Florida, Inc., Ruth
Eckerd Hall's PACT, Inc., the Florida Chamber of Commerce, and Morton
Plant Mease Health Care, Inc. Committees: Executive; Finance and Budget.
Director since 1989*

- ------------------ JOAN D. RUFFIER, age 55, General Partner, Sunshine Cafes, Orlando,
- ------------------ Florida, a food and beverage concession business at major Florida
- ------------------ airports. From 1978 to 1982 she served as a management consultant to the
- ------------------ National Association of Bank Women. From 1982 to 1986, she practiced
- ------------------ public accounting with the firm of Colley, Trumbower & Howell. In 1986,
- -----(PHOTO)------ she assumed her present position. She is a member of the Administrative
- ------------------ Board of Sun Bank, N.A. in Orlando, and the board of the Jacksonville
- ------------------ Branch of the Federal Reserve Bank of Atlanta. She also serves on the
- ------------------ boards of directors of the Sun Health Alliance, SunHealth Inc. of
- ------------------ Charlotte, North Carolina. She was a member and chairman of the Board of
- ------------------ Regents of the State University System of Florida. She also serves as a
director of the University of Central Florida Foundation, the University
of Florida Foundation, and the Community Foundation of Central Florida
Inc. Committees: Audit; Compliance, Chairman; Finance and Budget;
Indemnification. Director since 1990*

- ------------------ ROBERT T. STUART, JR., age 62, Rancher and Investor, Dallas, Texas. He
- ------------------ joined Mid-Continent Life Insurance Company, now a subsidiary, in 1949,
- ------------------ became a Vice President in 1951, President in 1954 and was Chairman of
- ------------------ the Board and Chief Executive Officer from 1975 to 1986 when
- ------------------ Mid-Continent was acquired by the Company. He is a member of the World
- -----(PHOTO)------ Business Council, Oklahoma Cattlemen's Association, Texas & Southwestern
- ------------------ Cattle Raisers Association, and a trustee of The Frontiers of Science
- ------------------ Foundation. Committee: Executive. Director since 1986
- ------------------
- ------------------
- ------------------

- ---------------

* Director of Florida Power Corporation

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning shares of the
Company's Common Stock that are held by persons known to the Company to be the
beneficial owners of more than 5% of said stock as of December 31, 1994.

NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OWNED(1) CLASS
---------------------------------------------------- --------------------- ----------

Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404 4,930,575 5.18%

SECURITY OWNERSHIP OF MANAGEMENT

The directors and nominees and all other named executive officers
individually, and the directors, nominees and executive officers of the Company
as a group, beneficially owned Common Stock as follows:

NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED(1) CLASS(2)
---------------------------------------------------- --------------------- ----------

JACK B. CRITCHFIELD 18,842
WILLARD D. FREDERICK, JR. 1,500
MICHAEL P. GRANEY 1,835(3)
ALLEN J. KEESLER, JR. 45,358(4)
RICHARD KORPAN 6,840
CLARENCE V. MCKEE 1,750
VINCENT J. NAIMOLI 4,287
RICHARD A. NUNIS 14,720
CHARLES B. REED 855
JOAN D. RUFFIER 2,545
ROBERT T. STUART, JR. 1,506,230(5) 1.58%
JEAN GILES WITTNER 8,521
RICHARD D. KELLER 3,595
JOSEPH H. RICHARDSON 6,026
ALL 16 DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS AS
A GROUP, INCLUDING THOSE NAMED ABOVE 1,626,553 1.71%

- ---------------

(1) As used in this table, "beneficial ownership" means the direct or indirect,
sole or shared power to vote, or to direct the voting of, a security and/or
investment power with respect to a security. Unless otherwise noted, the
number of shares held are beneficially owned as of December 31, 1994.
(2) Unless otherwise noted, less than 1% per individual.
(3) Includes 201 shares owned by Mr. Graney's son, as to which shares Mr. Graney
disclaims beneficial ownership.
(4) Includes 16,581 shares owned by Mr. Keesler's father, as to which Mr.
Keesler disclaims beneficial ownership.
(5) Includes 594 shares owned by Mr. Stuart's children, as to which shares Mr.
Stuart disclaims beneficial ownership.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Company, is the managing general partner and a limited partner in the
partnership. Mr. Naimoli has a total indirect interest of 14.63% in the
partnership. The foregoing percentage capital interests are subject to decrease
should additional investors be admitted to the partnership.

Mr. Michael P. Graney is a partner in the law firm of Simpson Thacher &
Bartlett. That firm provided legal services to Electric Fuels in 1994 and will
provide legal services to the Company and Electric Fuels during 1995.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater than
ten-percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the
Company during 1994, or written representations that no Forms 5 were required,
the Company believes that all persons who at any time during 1994 were officers,
directors, or greater than ten-percent beneficial owners of the Company's Common
Stock, filed their applicable Section 16(a) reports on a timely basis during
1994 and prior fiscal years.

MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES

During 1994, the Board of Directors held five meetings. In addition,
certain directors named in the "Information as to Nominees" and "Information as
to Continuing Directors" sections attended standing committee meetings.

Audit Committee. During 1994, the Audit Committee met three times to
review the financial statements and results of the 1993 audit, to recommend
independent auditors for 1994 and to discuss plans and objectives for internal
audit activities for 1995.

Compensation Committee. During 1994, the Compensation Committee met three
times to review and approve the total compensation opportunities and awards for
the executive officers of the Company and Florida Power, and to take actions
relating to the basic design of the Company's compensation policies for all
employees of the Company and its subsidiaries.

Nominating Committee. The Nominating Committee held one meeting during
1994 to review potential Board candidates. The Committee will consider
recommendations for nominees for election to the Board of Directors submitted by
shareholders. These nominations should be submitted to the Secretary of the
Company for review by the Committee. Such nominations for the 1996 Annual
Meeting of Shareholders should be submitted no later than November 2, 1995.

During 1994, all directors attended at least 75% of the total number of
Board and pertinent committee meetings.

COMPENSATION OF DIRECTORS

The compensation for all of the nonemployee directors of the Company is
$22,500 per year as a retainer fee, plus a fee of $1,500 for each meeting of the
Company's Board of Directors attended. Nonemployee directors who serve on
committees of the Board or on the Boards of the Company's subsidiaries are paid
a daily meeting fee of $1,500 for subsidiary and committee meetings attended on
any one day. All or a portion of these fees may be deferred at the discretion of
a director.

Upon retiring from the Board, directors who were not employees of the
Company, or one of its subsidiaries, are eligible to receive a fee for their
availability for advice and counsel to senior

management and the current Board. This fee is equal to the annual retainer for
the Board member at the time of his or her retirement multiplied by a percentage
equal to 10% for each year served on the Board up to 100%. The fee is paid in
quarterly installments for the life of the retired director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following persons served as members of the Compensation Committee of
the Board of Directors of the Company during 1994: Vincent J. Naimoli; Clarence
V. McKee; Richard A. Nunis; and Jean Giles Wittner. None of these individuals
was during 1994, or formerly, an officer or employee of the Company or any of
its subsidiaries.

The Company has agreed to invest $5 million for a 6.09% limited partnership
interest in Tampa Bay Sports Investors, Ltd., a Florida limited partnership
formed to acquire a Major League Baseball franchise for the Tampa Bay area. A
corporation controlled by Vincent J. Naimoli, a member of the Compensation
Committee, is the managing general partner and a limited partner in the
partnership. Mr. Naimoli has a total indirect interest of 14.63% in the
partnership. The foregoing percentage capital interests are subject to decrease
should additional investors be admitted to the partnership.

EXECUTIVE COMPENSATION

The following table contains information with respect to compensation
awarded, earned or paid during the years 1992-1994 to (i) the Chief Executive
Officer, and (ii) the other four most highly compensated executive officers of
the Company (the "Named Executive Officers") in 1994, whose total remuneration
paid in 1994 exceeded $100,000.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
ANNUAL COMPENSATION(1) PAYOUTS
-------------------------- -----------
(a) (b) (c) (d) (h) (i)
LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS PAYOUTS(2) COMPENSATION(3)
- ---------------------------------- ---- -------- -------- ----------- --------------

JACK B. CRITCHFIELD 1994 $589,992 $346,000 $ 345,636(4) $ 23,910
Chairman and Chief Executive 1993 585,186 396,500 277,844 10,595
Officer 1992 557,435 75,000 10,288
RICHARD KORPAN 1994 $432,311 $232,500 $ 206,455(4) $ 18,060
President and Chief Operating 1993 395,196 265,000 152,813 10,595
Officer 1992 380,000 45,000 10,288
ALLEN J. KEESLER, JR. 1994 $383,011 $172,500 $ 178,904(4) $ 15,837
Group Vice President and 1993 379,548 208,000 217,250 9,888
President and Chief Executive 1992 374,163 36,000 9,603
Officer, Florida Power
Corporation
RICHARD D. KELLER 1994 $233,074 $141,000 $ 132,543(4) $ 10,065
Group Vice President and 1993 222,495 135,000 10,010
President and Chief Executive 1992 216,298 46,000 9,382
Officer, Electric Fuels Corp.
JOSEPH H. RICHARDSON 1994 $212,122 $ 88,500 $ 81,326(4) $ 4,226
Senior Vice President, Corporate 1993 198,071 100,000 78,875 119
Development 1992 192,554 38,000 1,908

- ---------------
(1) All other annual compensation paid to the Chief Executive Officer and the
Named Executive Officers during 1994, other than salary and annual incentive
compensation, does not exceed the minimum amounts required to be reported
pursuant to Securities and Exchange Commission rules.

(2) The following number and value of restricted Common Stock as of December 31,
1994 was held by the Chief Executive Officer and the Named Executive
Officers as a result of awards earned under the 1991-1993 performance cycle:
Jack B. Critchfield 5,928 shares $177,840; Richard Korpan 3,260 shares
$97,800; Allen J. Keesler, Jr. 4,634 shares $139,020; and Joseph H.
Richardson 1,682 shares $50,460.

(3) Company contributions to its Savings Plan and/or its Executive Optional
Deferred Compensation Plan on behalf of the Chief Executive Officer and the
Named Executive Officers.

(4) Represents the dollar value as of February 9, 1995, the date of grant, of
shares of Common Stock earned under the 1992-1994 performance cycle of the
Company's Long-Term Incentive Plan, ("LTIP"), two-thirds of which are
restricted. The total number of shares earned are as follows: Jack B.
Critchfield, 10,676 shares; Richard Korpan 6,377 shares; Allen J. Keesler,
Jr., 5,526 shares; Richard D. Keller 4,094 shares; and Joseph H. Richardson
2,512 shares. The vesting schedule for the restricted stock is 50% on
January 1, 1996 and 50% on January 1, 1997.

Dividends are payable on the restricted Common Stock to the extent and on
the same date as dividends are paid on all other Company Common Stock.

In the event of a change in control of the Company, all restrictions on all
shares of restricted stock shall lapse upon such change in control.

The following table contains information with respect to performance shares
awarded in 1994 to the Chief Executive Officer and each of the Named Executive
Officers of the Company for the 1994-1996 performance cycle of the LTIP:

LONG-TERM INCENTIVE PLAN(1)
AWARDS IN 1994

NUMBER OF PERFORMANCE ESTIMATED PAYOUT AT END OF PERIOD(3)
PERFORMANCE PERIOD ------------------------------------------------
NAME SHARES(2) COVERED THRESHOLD TARGET MAXIMUM
- ---------------------- ----------- ----------- ------------- ------------- --------------

JACK B. CRITCHFIELD 9,440 1994-1996 4,720 shares 9,440 shares 14,160 shares
RICHARD KORPAN 6,336 1994-1996 3,168 shares 6,336 shares 9,504 shares
ALLEN J. KEESLER, JR. 4,902 1994-1996 2,451 shares 4,902 shares 7,353 shares
RICHARD D. KELLER 3,008 1994-1996 1,504 shares 3,008 shares 4,512 shares
JOSEPH H. RICHARDSON 2,408 1994-1996 1,204 shares 2,408 shares 3,612 shares

- ---------------

(1) The LTIP is a Common Stock based incentive plan to reward participants for
long-term growth and performance of the Company. It was approved by the
shareholders in 1990. See the Long-Term Incentive Compensation portion of
the Report of the Compensation Committee of the Board of Directors on page
12 for additional information.

(2) Performance shares awarded under the LTIP which, upon achievement of
performance criteria, would result in the payout of shares of Common Stock
of the Company, two-thirds of which would be restricted for periods of time.
Payouts of shares of Common Stock are made for achieving returns on equity
equal to or exceeding the thresholds determined by the Compensation
Committee. In the event of a change in control of the Company, 150% of all
performance shares awarded under the LTIP and then outstanding would
automatically be considered earned and would be paid in shares of
unrestricted Common Stock of the Company together with shares of
unrestricted Common Stock payable for dividend equivalents accrued to the
change in control on performance shares awarded for performance cycles
starting after December 31, 1992. Also, all restrictions on shares of
restricted Common Stock previously granted and then held would terminate.

(3) Awards are earned upon achievement of Company and/or subsidiary return on
equity goals for the three-year performance cycle.

PENSION PLAN TABLE

The table below illustrates the estimated annual benefits (computed as a
straight life annuity beginning at retirement at age 65) payable under the
Company's Retirement Plan and Nondiscrimination Plan for specified final average
compensation and years of service levels. As explained below, the table also
provides information about the estimated annual benefits (also computed as a
straight life annuity beginning at retirement at age 65) payable under the
Company's Supplemental Executive Retirement Plan ("SERP").

ESTIMATED ANNUAL RETIREMENT BENEFITS PAYABLE UNDER
THE RETIREMENT PLAN AND NONDISCRIMINATION PLAN
----------------------------------------------------------------------------------------
SERVICE YEARS
AVERAGE ANNUAL ----------------------------------------------------------------------------------------
COMPENSATION 5 10 15 20 25 30 35 OR MORE
- -------------- -------- -------- -------- -------- -------- -------- ----------

$ 200,000 $ 18,000 $ 36,000 $ 54,000 $ 72,000 $ 90,000 $108,000 $126,000
300,000 27,000 54,000 81,000 108,000 135,000 162,000 189,000
400,000 36,000 72,000 108,000 144,000 180,000 216,000 252,000
500,000 45,000 90,000 135,000 180,000 225,000 270,000 315,000
600,000 54,000 108,000 162,000 216,000 270,000 324,000 378,000
700,000 63,000 126,000 189,000 252,000 315,000 378,000 441,000
800,000 72,000 144,000 216,000 288,000 360,000 432,000 504,000
900,000 81,000 162,000 243,000 324,000 405,000 486,000 567,000
1,000,000 90,000 180,000 270,000 360,000 450,000 540,000 630,000
1,100,000 99,000 198,000 297,000 396,000 495,000 594,000 693,000
1,200,000 108,000 216,000 324,000 432,000 540,000 648,000 756,000

Under the Retirement Plan and the Nondiscrimination Plan, the compensation
taken into account is salary only; the years of credited service that would be
used in calculating benefits under the Retirement Plan and the Nondiscrimination
Plan for the executives named in the summary compensation table are as follows:
Dr. Critchfield, 11 years of service; Mr. Korpan, 5 years of service; Mr.
Keesler, 32 years of service; Mr. Keller, 16 years of service; and Mr.
Richardson, 19 years of service. The benefits under the Retirement Plan and the
Nondiscrimination Plan are subject to offset by an amount equal to 1 1/7% of a
participant's primary Social Security Benefit for each year of service (with a
maximum offset of 40% of primary Social Security).

The executives named in the summary compensation table are also entitled to
benefits under the SERP. These benefits are offset by the benefits payable under
the Retirement Plan and the Nondiscrimination Plan, as well as 100% of the
executive's primary Social Security benefit. The estimated annual SERP benefit
for the named executives (prior to any offsets) may be determined using the
table set forth above for the Retirement Plan and the Nondiscrimination Plan;
for these purposes, the current compensation for each executive that would be
used in calculating benefits under the SERP is substantially the same as that
reported as salary and bonus in the summary compensation table, and the number
of years of deemed credited service that would be used in calculating benefits
under the SERP for each such executive is as follows: Dr. Critchfield 35 years
of service; Mr. Korpan 35 years of service; Mr. Keesler 35 years of service; Mr.
Keller 16 years of service; and Mr. Richardson 19 years of service.

Accrued benefits may also be paid under each of the Retirement Plan,
Nondiscrimination Plan and SERP if a participant terminates employment before
age 65 and meets the requirements for early retirement, disability, death or
other termination of employment benefits after becoming vested under the rules
of the particular plan.

The SERP also provides for a lump sum benefit payable in the event of a
change in control. In most instances, this benefit is equal to the sum of (1)
two times the executive's current annual salary and bonus, (2) the value of the
executive's prospective award under the SERP if he had continued to work until
age 65 (including amounts that later would have been payable to any surviving
spouse)

and (3) the amount of any federal excise taxes (and income taxes on any
reimbursement under this provision) imposed on the executive under Section 4999
of the Internal Revenue Code with respect to all compensation plans and
arrangements of the Company.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Executive Compensation Design

The Company's executive compensation system is intended to attract, retain
and motivate high quality executives with individually tailored market- and
performance-based compensation packages that reward protection of Company assets
and enhancement of shareholder value. The Compensation Committee of the Board of
Directors of Florida Progress Corporation (the "Committee"), comprised solely of
outside directors, approves total compensation opportunities and awards for
executive officers of the Company and Florida Power. The target compensation for
each executive officer is established annually by the Committee and is made up
of three principal components: base salary; annual incentive cash bonus; and
long-term incentive compensation payable in Common Stock. Each executive
officer's total direct compensation is generally targeted around the 50th
percentile of compensation of persons holding similar positions or having
similar responsibilities at other electric utilities or industrial companies. A
significant portion of each executive officer's total target compensation
(approximately 40-55%) is variable, at risk and dependent upon the Company's
annual and long-term performance.

The Committee believes this "pay-for-performance" program, which
compensates an executive officer at his target level of compensation only if
specific goals are achieved, is a fair way to structure an executive
compensation program. The program rewards executives for meeting financial
targets, thus producing benefits for the entire Company and its shareholders. It
also helps protect Company assets and build long-term shareholder value.

A discussion of the three compensation components and the actions taken by
the Committee concerning the Named Executive Officers and Chief Executive
Officer follows.

Base Salary

The base salary component is based, in most instances, on an equal
weighting of market data from both utility and general industry sources. An
executive officer's base salary is expected to remain relatively flat, in the
absence of increased responsibilities, increased compensation levels for
comparable positions or other circumstances deemed by the Committee to justify a
significant increase. Each year an executive officer's base salary is evaluated
in light of available market data and the executive's current responsibilities.
The Committee approved base salary increases in 1994 for three of the four Named
Executive Officers based on recommendations made by the Chief Executive Officer
that took into account increased job responsibilities or internal equity
considerations he deemed relevant. The 1994 base salary of the Chief Executive
Officer and one Named Executive Officer did not increase over that in effect for
most of 1993.

Annual Incentive Cash Bonus Compensation

The Company's Management Incentive Compensation Plan (the "MICP") provides
annual cash bonus opportunities to officers and key employees of the Company and
its subsidiaries (including the Named Executive Officers) by creating cash bonus
pools associated with the achievement of corporate goals. The goals associated
with the threshold, target and maximum funding levels for each annual cash bonus
pool under the MICP are established by the Committee, based upon objective
measures of corporate performance. For 1994, the goals established by the
Committee for the bonus pools in which each of the Named Executive Officers was
a participant were based upon return-on-equity goals for the Company's principal
operating subsidiaries. The Committee considers the projections and assumptions
contained in the relevant annual profit plan in establishing threshold, target
and maximum funding level return-on-equity goals for each bonus

pool. Executive officers having responsibility primarily for a single operating
subsidiary have been assigned to subsidiary bonus pools having goals based
solely on that subsidiary's return on equity. Executive officers having
Company-wide responsibilities have been assigned to the holding company bonus
pool whose goals were a composite of weighted, operating subsidiary
return-on-equity goals. The Committee explicitly retains discretion to take into
account, in determining if performance goals were met, whether assumptions
contained in the relevant profit plan were in fact valid, and if they were not,
to make appropriate adjustments to reported financial results for purposes of
computing goal achievement levels ("assumption adjustments").

Bonus pool funding levels are a mathematical function of pool participants'
target bonuses (expressed as a percentage of base salary) and the pool goal
level achieved. The Committee may exercise its discretion in approving the
specific amount of the annual cash bonuses to be paid to executive and other key
officers from the appropriate pools based upon the Committee's subjective
evaluation of the officer's overall contributions to the Company. The Committee
takes into account recommendations of the Chief Executive Officer in approving
bonuses for individual executives and key officers (other than the Chief
Executive Officer).

The 1994 target annual bonuses for the Named Executive Officers ranged from
35% to 45% of base salary and were not changed from the 1993 targets. The Chief
Executive Officer's 1994 target annual bonus was 50% of his base salary and also
was not changed from 1993. The amounts contained in the bonus column of the
Summary Compensation Table for the Named Executive Officers for 1994 are the
result of the Committee's determination that 1994 results exceeded the MICP
return-on-equity target or maximum goals of the Named Executive Officers. The
amount contained in the bonus column of the Summary Compensation Table for the
Chief Executive Officer for 1994 is the result of the Committee's determination
that the 1994 results exceeded the holding company's MICP return-on-equity
target goals. His goals were based upon Florida Power's return on equity,
weighted 75% and a composite return on equity of certain Company non-utility
subsidiaries, weighted 25%. The amounts contained in the bonus column for both
the Chief Executive Officer and the Named Executive Officers were the result of
the application of a mathematical formula converting the goal levels achieved,
which were above target levels, into dollar amounts, without the Committee
making any discretionary adjustments.

Long-Term Incentive Compensation

To facilitate executive stock ownership and align the interest of key
executives with that of the Company's other shareholders in the long-term growth
and performance of the Company, the Committee awarded in 1994 the Chief
Executive Officer and the Named Executive Officers the opportunity to earn
Common Stock through the grant of performance shares under the Company's LTIP,
as indicated in the table appearing on page 9. To date, under the LTIP, the
Committee has granted performance shares for five consecutive three-year
performance cycles beginning with the 1991-1993 performance cycle. To the extent
earned, performance shares are converted into shares of Common Stock. Two-thirds
of the Common Stock earned is restricted for periods of time (see footnotes 2
and 4 to the Summary Compensation Table). While restricted, such stock is
subject to forfeiture upon termination of employment and thus is not vested. As
a result, and subject to certain exceptions e.g. death, disability, retirement
or change in control, an LTIP participant would not realize the full economic
benefit of his award unless he remains an employee for two years after the end
of the period for which it is earned. Thus, a portion of an LTIP participant's
total compensation for any year remains at risk for almost five years
thereafter. The Committee believes that the phased vesting of LTIP awards helps
retain key executives for the long term, while enabling participants to realize
the economic benefit of a portion of their awards within the year after they are
earned.

The return-on-equity goals for the 1992-1994 performance cycle of the LTIP
were revised, in accordance with the administration policies adopted by the
Committee in 1993, to be the sum of the three annual MICP return-on-equity goals
for the three years in the relevant performance cycle. The goal weighting used
in the MICP is also used for the LTIP goals. Correction of an error in the

method previously used to calculate the number of performance shares granted for
the first two performance cycles resulted in a reduction in the number of
performance shares previously granted under the 1992-1994 cycle.

The payouts listed in the Long Term Compensation column of the Summary
Compensation Table for the Chief Executive Officer and the Named Executive
Officers on page 8 for the 1992-1994 performance cycle, are the result of (i)
the Committee's determination, after taking into account assumption adjustments
to 1993 results relating to the increase in the corporate federal income tax
rate and costs recorded in 1993 for the Company's early retirement programs and
an assumption adjustment to Florida Power's 1992 results relating to reserves
for certain employee benefit claims, that Florida Power's and the relevant
non-utility subsidiaries' 1992-1994 cumulative results exceeded the LTIP's
return-on-equity target goals, and (ii) the application of a mathematical
formula converting the goal level achieved into the number of performance shares
earned. The Chief Executive Officer's LTIP payout was based on Florida Power's
return on equity, weighted 75%, and a composite return on equity of certain
Company non-utility subsidiaries, weighted 25%.

During 1994, the Committee approved the number of performance shares
granted to each Named Executive Officer for the 1994-1996 performance cycle that
had a value on the date of grant equal to 35%, 40% or 45% of 1994 base salary,
depending on the total compensation opportunity established by the Committee for
each executive. There were no changes in the percentages from the previous
performance cycle for the Named Executive Officers. For the Chief Executive
Officer, the number of performance shares granted for the 1994-1996 performance
cycle had a value on the date of grant equal to 50% of his 1994 base salary.
This percentage was not modified from the previous performance cycle.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code would deny the Company a
deduction for compensation paid to the Chief Executive Officer and each Named
Executive Officer in a taxable year to the extent it exceeds $1 million per
officer, unless the compensation qualifies as "performance based compensation."
During 1994 the Committee approved an amendment to the Company's MICP to provide
for mandatory deferral of cash bonuses which would not qualify for a Company tax
deduction due to Section 162(m) of the Internal Revenue Code until such time as
it becomes deductible.

Respectfully submitted,

Clarence V. McKee, Chairman
Willard D. Frederick, Jr., member since January, 1995
Vincent J. Naimoli
Richard A. Nunis
Jean Giles Wittner

COMPANY PERFORMANCE

The following graph compares the Company's performance, as measured by the
change in price of its Common Stock plus reinvested dividends, with the Standard
& Poor's ("S&P") 500 stock index and the S&P Electric Companies stock index for
the five years ended December 31, 1994:

[GRAPH]

-----------------------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
-----------------------------------------------------------------------------------
Florida Progress 100 103 135 149 163 156
-----------------------------------------------------------------------------------
Standard & Poor's 500 100 97 126 136 150 152
-----------------------------------------------------------------------------------
Standard & Poor's Electrics 100 103 134 141 159 138
-----------------------------------------------------------------------------------

* $100 invested on 12/31/89 in stock or index -- including reinvestment of
dividends.
Fiscal year ending December 31.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The firm of KPMG Peat Marwick which has been the Company's independent
Certified Public Accountants since February 2, 1990, was recommended by the
Audit Committee and approved by the Board of Directors as the Company's auditor
for the year ended December 31, 1994. Representatives of KPMG Peat Marwick are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and such representatives are expected to be
available to respond to appropriate questions.

The Audit Committee expects to make its recommendation as to the Company's
auditor for the current year no later than August, 1995.

1995 SHAREHOLDER PROPOSALS

It is the intention of the persons named in the accompanying proxy, unless
otherwise directed, to vote all proxies AGAINST the following three shareholder
proposals. In each case, the shareholder proposal will be approved if the votes
cast for the proposal by holders of the shares represented at the Annual Meeting
and entitled to vote exceeds the votes cast against the proposal.

SHAREHOLDER PROPOSAL #2A

Louis D. Putney, 4805 S. Himes Avenue, Tampa, Florida 33611, the holder of
record of 81 shares of the Company's Common Stock, has notified the Company of
his intention to present the following proposal for action by the shareholders
at the Annual Meeting:

WHEREAS, we believe "the right to a secure and healthy environment, clean
air, pure water, and an earth that can nurture and support present and future
generations" to be a basic human right;

WHEREAS, we believe the catastrophic accident at Chernobyl, which caused
the equivalent of $2.8 billion in damage, contaminated 400 square miles of land,
and will result in the deaths of 25,000 people, clearly exhibited the dangers of
nuclear power;

WHEREAS, a fire insulating material known as Thermo-Lag is used extensively
at the company's Crystal River nuclear reactor to protect wiring critical to the
nuclear safety systems of the reactor; in April 1992 a Special Review Team of
the NRC studied Thermo-Lag and could not determine that it would adequately
protect the safety systems and the agency has declared Thermo-Lag inoperable;
and on September 29, 1994, a federal grand jury indicted Thermal Science, Inc.,
for falsifying test records regarding the efficacy of Thermo-Lag;

WHEREAS, we believe the company continues to operate the plant in disregard
of many compromises to nuclear safety, including those posed by Thermo-Lag
insulation;

WHEREAS, we believe the company is negotiating to sell the Crystal River
nuclear plant to Southern Company, Duke Power, or some other out-of-state
corporation with limited ties to the community of Crystal River or to the State
of Florida, and with less incentive to operate the nuclear plant safely,
prudently and in the best interests of the citizens of Florida; and

WHEREAS, we believe the company has a compelling corporate responsibility
to the community of Crystal River and the citizens of the State of Florida not
to sell the nuclear plant to a third party, but to take responsibility for the
nuclear plant which it built, together with the nuclear waste which it has
created, through the decommissioning of the nuclear plant.

NOW, THEREFORE BE IT RESOLVED that the shareholders request the Board of
Directors:

1. To adopt the following policy: Florida Progress Corporation will not
sell or otherwise transfer operational responsibility for the Crystal River
nuclear plant to any third party; and

2. To adopt the following policy: Florida Progress Corporation shall
immediately cease its operation of the nuclear power plant at Crystal River,
Florida, unless and until the dangers associated with the plant's use of
Thermo-Lag insulation are resolved.

SHAREHOLDERS' SUPPORTING STATEMENT

We believe our company's actions in continuing to operate the nuclear plant
while knowing that the Thermo-Lag insulation will not adequately protect
critical safety components in the event of a fire exhibits an insensitivity to
safety concerns in its operation of the reactor.

As stockholders, we believe that Florida Progress must serve larger social
interests than the maximization of profits, should not attempt to avoid its
responsibility for the nuclear plant it has created by selling the plant to a
third party, and should act responsibly by ceasing its nuclear operations until
the dangers associated with the plant's use of Thermo-Lag insulation are
resolved.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
FOR THE FOLLOWING REASONS

Overview

This is the eleventh time since 1982 that this individual shareholder
(owner of fewer than 100 shares) has submitted a proxy proposal critical of
Florida Power's Crystal River nuclear plant. Over the years, Florida Progress
shareholders have voted against such measures by overwhelming margins. Last
year, the anti-nuclear proposal was defeated by a 12 to 1 ratio.

Rumor of Possible Sale of Nuclear Plant

The Company is concerned with the reckless manner in which this shareholder
spread a rumor that the Company was negotiating to sell its nuclear unit. So far
as the Company knows, Mr. Putney made no attempt to contact the Company for
verification before including this allegation in his proposal. In October 1994,
he sent copies of his proposal to news media outlets in Florida and made
statements to the media suggesting there was truth to the rumor. This resulted
in at least one reporter calling a nationally prominent securities analyst about
the "news." The analyst was unaware of the rumor and immediately called the
Company for an explanation.

In the opinion of the Company, that conduct showed a complete disregard for
the interests of Florida Progress as well as those of its shareholders. Because
trading in securities markets can be influenced by rumor, fear or speculation,
Mr. Putney's public comments and the unsubstantiated statements in his proposal
could have affected the trading volume and price of the Company's stock. Other
publicly owned companies also were named in his proposal.

Mr. Putney's actions put the Company and its shareholders at risk. It could
have affected the price at which the Company's stock would trade and it could
have affected those investors who were trading in the stock at that time. This
conduct clearly calls into doubt whether Mr. Putney's actions can be viewed as
in the interests of Company's shareholders.

Although there was no truth to the rumored sale of the Crystal River
nuclear plant, the Company believes that any decision to sell any significant
asset, whether it be an office building or a nuclear plant, is the
responsibility of management and the Board of Directors. It would be inadvisable
for the Board to adopt a policy that could preclude it from giving appropriate
consideration to the sale of any particular asset, including the Crystal River
nuclear plant.

Thermo-Lag

The second part of Mr. Putney's proposal focuses on the subject of
Thermo-Lag, an insulation material used at about 75 U.S. nuclear plants,
including Florida Power's Crystal River nuclear plant.

Thermo-Lag is a white, plaster-of-Paris-like substance that many plants
installed years ago as a fire retardant to protect plant equipment. The material
hardens after being wrapped tightly around electrical conduit and cables.

The nuclear industry learned in 1992 that laboratory tests conducted for
Thermo-Lag's manufacturer years earlier were falsified. The U.S. Nuclear
Regulatory Commission ("NRC") determined these tests overstated the material's
fire retardant performance during simulated fire conditions. Since 1992, Florida
Power has been working with federal regulators to ensure that its fire
protection program meets current and future NRC requirements.

Thermo-Lag is only one component in a comprehensive fire protection program
at the Crystal River nuclear plant. Today, that program also includes fire
barriers, sprinkler systems, smoke and heat detectors, fire inspectors, roving
fire watch patrols and a fire brigade located on site 24 hours a day. When
combined, these protective controls comply with NRC requirements.

Operating the nuclear plant safely is of paramount importance to Florida
Power. Florida Power believes it can protect its employees and plant equipment
by continuing its current fire safety program. In its most recent evaluation of
the Crystal River nuclear plant, the NRC said "[Florida Power's] fire protection
program was properly maintained during the assessment period [August 1992 to
February 1994]. Fire brigade staffing consistently met regulatory requirements,
and supporting equipment, controls and fire barriers were maintained operable."

The NRC gave its highest rating to the Plant Support area, which includes
fire protection. This means that reduced NRC attention in this area may be
appropriate. The agency said "Licensee [Florida Power] management attention and
involvement are aggressive and oriented toward nuclear safety; licensee
resources are ample and effectively used by such that a high level of
performance with respect to operational safety or construction quality is being
achieved."

Florida Progress opposes Mr. Putney's recommendation that the plant be shut
down because of the concern over Thermo-Lag. The Company believes sufficient
fire protective measures are already in place. Plant officials will continue to
work closely with the NRC to learn more about this material so that the Company
can continue to maintain high safety standards at the Crystal river nuclear
unit.

ACCORDINGLY, THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL

SHAREHOLDER PROPOSAL #2B

Joseph E. Deddo, 2935 E. Buck Court, Inverness, Florida 34452, a holder of
95 shares of the Company's Common Stock, hereby notifies the Company of his
intention to present the following proposal for action at the Annual Meeting:

NOW, THEREFORE BE IT RESOLVED that the shareholders request the Board of
Directors to adopt a policy that requires annual salary increases for executive
officers that are greater than 5% of their prior year's salary to be approved by
a vote of the shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
FOR THE FOLLOWING REASONS

The Company believes that decisions concerning compensation of its
executive officers should remain the responsibility of the Company's Board of
Directors. It is the Board's philosophy that arbitrarily restricting executive
pay would be an unwise policy. The Board believes it needs to retain flexibility
to establish and modify compensation levels in order to attract and retain the
executive talent needed to lead the Company in an increasingly competitive
industry.

Specifically, executive pay is set by the Board's Compensation Committee,
which is comprised of five outside directors. The committee's goal is to
establish target compensation levels that are appropriate in light of current
executive pay levels. The committee examines compensation data from several
independent sources. Such data provides a guide for committee members by giving
comparisons of executive pay at other similar-sized companies.

In recent years, the Compensation Committee has decided to tie an
executive's pay more closely to Company performance by using three components:
base salary, annual bonus and long-term incentive pay. If certain goals are not
met, the executives' compensation falls below the target levels. This places a
significant portion of an executive's total compensation at risk.

The committee believes this kind of "pay-for-performance" system, as
measured by specific goals, is a fair way to structure an executive compensation
plan. It rewards executives for accomplishing financial targets, which benefit
the entire Company and its shareholders. This also helps protect Company assets
and build long-term shareholder value.

ACCORDINGLY, THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL

SHAREHOLDER PROPOSAL #2C

Frank R. LoBue, 12242 74th Avenue North, Seminole, Florida 34642, the
holder of 2,194 shares of the Company's Common Stock, hereby notifies the
Company of his intention to present the following proposal for action at the
Annual Meeting:

NOW, THEREFORE BE IT RESOLVED that the shareholders request the Board of
Directors to discontinue, for long-term or otherwise, the Management Incentive
Compensation Plans, otherwise known as the "MICP Plans."

SUPPORTING STATEMENT

In keeping with the current practice of down-sizing and budget cutbacks, it
is only reasonable to expect everyone, including executives, to sacrifice in one
form or another. Since executive salaries and expense accounts have increased
considerably in the past three years, Incentive Bonus Programs are no longer
feasible. The elimination of the M.I.C.P. would thereby save our Company several
million dollars.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL
FOR THE FOLLOWING REASONS

The Company believes that its Management Incentive Compensation Plan
("MICP") should not be discontinued, and certainly not because of recent
restructuring at Florida Power Corporation. Cost-control measures were taken at
the Company's principal subsidiary to begin preparing it for a more competitive
industry in the future. These measures have resulted in work-force reductions,
lower operating costs and improved efficiencies.

Such actions were not taken because Florida Power was in financial
difficulty. They were taken in order to streamline utility operations and
improve Florida Power's competitive cost structure. When it was necessary to
eliminate positions, the Company believes employees affected by those actions
were treated fairly with career transition payments based on years of service,
financial counseling and assistance for alternative employment.

MICP is a performance-based annual bonus plan, which results in a certain
portion of each participant's total compensation being placed at risk. Like the
Company's overall executive compensation strategy, MICP is tied directly to
corporate performance. Many MICP participants are

employees of Company subsidiaries other than Florida Power. To eliminate MICP
would be unfair to our employees, particularly those who currently work in
highly market-driven business segments.

Annual bonus programs are a common practice in many industries, including
the electric utility industry. In a 1994 study of U.S. electric utilities, all
companies comparable in size to Florida Power indicated they had annual
incentive bonus plans.

If MICP were discontinued at the Company, it would lower compensation
levels of many key employees to below market averages. This would put the
Company at a competitive disadvantage. It would make it difficult for the
Company to attract and retain a talented group of officers and managers.
Maintaining a quality work force in a changing industry must be a top Company
goal in the years ahead.

ACCORDINGLY, THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL

1996 SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received for inclusion in the proxy statement and form of proxy
relating to that meeting on or before November 2, 1995. Proposals should be sent
to the Secretary of the Company, Florida Progress Corporation, P.O. Box 33042,
St. Petersburg, Florida 33733.

GENERAL

A number of shareholder proposals relating primarily to compensation
matters have been omitted from this proxy statement because, in the opinion of
the Company's General Counsel, they were not submitted in accordance with the
rules of the Securities and Exchange Commission. If any of those proposals are
presented at the Annual Meeting, the persons named in the enclosed form of proxy
intend to vote all proxies against those proposals. Except for those omitted
proposals, the Board of Directors does not know of any other matters which will
come before the Annual Meeting. In the event that any other matters properly
come before the Annual Meeting, the persons named in the form of proxy intend to
vote all proxies in accordance with their judgment on such matters.

Enclosed is the Annual Report of the Company for the year ended December
31, 1994. It is not to be regarded as proxy soliciting material.

By order of the Board of Directors,
KENNETH E. ARMSTRONG
Vice President, General Counsel
and Secretary

(LOGO)

THIS DOCUMENT IS PRINTED ON RECYCLED PAPER

[LOGO]
FLORIDA PROGRESS CORPORATION

I M P 0 R T A N T

PROXY CARD BELOW

Your proxy card is attached below. Please clearly mark your voting selections,
then date and sign your card (see reverse side). Please detach and return to us
in the enclosed postage-paid envelope.

Please help us avoid the expense of follow-up mailings by
completing and returning your proxy card promptly.

(Tear here) (Tear here) (Tear here)

FLORIDA PROGRESS CORPORATION - Annual Meeting, April 20, 1995
Proxy solicited on behalf of the Board of Directors

The undersigned hereby appoints Jack B. Critchfield, Richard Korpan and Kenneth
E. Armstrong, and each of them, with power of substitution, proxies to
represent, and to vote all shares of Common Stock of Florida Progress
Corporation, which the undersigned is entitled to vote, at the Annual Meeting
of Shareholders to be held in Fort Worth, Texas, on April 20, 1995, at 9 a.m.
CDT, and at any and all adjournments thereof, and hereby revokes any prior
proxies given with respect to such stock, and the undersigned authorizes the
voting of such stock as follows:

1. Election of Class II Directors

Square FOR ALL Nominees Listed (except as Willard D. Frederick, Jr.
Box marked to the contrary) Allen J. Keesler, Jr.
1 INSTRUCTION: To withhold authority to Vincent J. Naimoli
vote for any individual nominee, strike Charles B. Reed
a line through the nominee's name in
the list to the right.
Square WITHHOLD AUTHORITY To Vote For All Nominees Listed.
Box
3
2. The Board of Directors recommends a vote "AGAINST" each of the following
three shareholder proposals requesting the Board to:

FOR AGAINST ABSTAIN
A. Cease operation of the nuclear power square square square
plant at Crystal River, Florida, and box box box
to not sell or transfer operational 1 2 3
responsibilities for the plant
B. Require shareholder approval of annual salary square square square
increases for executive officers greater than box box box
5% 1 2 3
c. Discontinue the Management Incentive square square square
Compensation Plan. box box box
1 2 3
(Please date and sign on reverse side.)

[LOGO]
FLORIDA PROGRESS CORPORATION

I M P 0 R T A N T
PROXY CARD BELOW

Your proxy card is attached below. Please clearly mark your voting selections,
then date and sign your card (see reverse side). Please detach and return to us
in the enclosed postage-paid envelope.

Please help us avoid the expense of follow-up mailings by
completing and returning your proxy card promptly.

(Tear here) (Tear here) (Tear here)

In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting.

This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no contrary specification is made, this
proxy will be voted "FOR" the nominees listed in the Election of Class II
Directors and "AGAINST" the Shareholder Proposals.

Dated.......................... 1995
...............................
(signature)
...............................
(signature)
When signing as attorney, executor,
administrator, trustee or guardian,
please give title. For joint account,
each joint owner should sign. If the
signer is a corporation, please sign
full corporate name by duly authorized
officer. If a partnership, please sign
in partnership name by authorized
person.

(Please mark, date, sign, detach and mail in the enclosed envelope.)

FLORIDA PROGRESS CORPORATION
APPENDIX TO ELECTRONIC FORMAT DOCUMENT

PAGE 14

Appearing above the table is a graph showing pictorially what is listed in the
table.