As filed with the Securities and Exchange Commission on January 24, 1996


                        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):
                                 January 22, 1996




                        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, 1996:

      1. Year End Earnings. Florida Progress issued a news release dated January
22,  1996 and a related  Investor  Information  report  of even  date  therewith
reporting  earnings for the year ended  December  31,  1995.  Copies of the news
release  and report are being  filed  herewith  as  Exhibits  99.(a) and 99.(b),
respectively.

     2. Florida  Power  President  Retires.  Florida Power issued a news release
dated  January 17, 1996,  reporting that Florida Power's President,  Allen
J. Keesler, Jr., plans to retire, and that Joseph H. Richardson will be promoted
to President and Chief  Operating  Officer of Florida Power,  effective April 1,
1996.  A copy of the news release is being file 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 January
                       22, 1996 regarding year end earnings.

99.(b)                 Florida Progress Corporation Investor Information
                       Report dated January 22, 1996.

99.(c)                 Florida Power Corporation News Release dated January
                       17, 1996 reporting retirement of Florida Power President.






                                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:  January 22, 1996






                               EXHIBIT INDEX



Exhibit No.       Description of Exhibit

99.(a)            Florida  Progress  Corporation  News Release dated January 22,
                  1996 regarding year end earnings.

99.(b)            Florida Progress Corporation Investor Information Report
                  dated January 22, 1996.

99.(c)            Florida Power Corporation News Release dated January 17,
                  1996 reporting retirement of Florida Power President.