As filed with the Securities and Exchange Commission on February 9, 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):
                                 February 8, 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, 1995:

      Dividend.  Florida Progress issued a News Release dated February 8, 1996
reporting the declaration of a cash dividend of 51 1/2 cents per share on the
Company's Common Stock, a dividend growth rate of 2 percent.  A copy of the news
release is being filed herewith as Exhibit 99.(a).

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 February
                       8, 1996 regarding annual dividend rate.













                                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
                                              Vice President and Treasurer 
                                                of each Registrant



Date:  February 8, 1996











                               EXHIBIT INDEX



Exhibit No.       Description of Exhibit

99.(a)            Florida Progress Corporation News Release dated February 8,
                  1996 regarding annual dividend rate.