As filed with the Securities and Exchange Commission on November 22, 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): 
                               November 21, 1996



                                                                    
                Exact name of Registrant as specified 
Commission      in its charter, address of principal           State of      I.R.S. Employer
File No.        executive offices, telephone number          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.  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:

         Florida Progress issued a news release dated November 21, 1996
announcing approval of the spin-off of Echelon International Corporation, its
lending, leasing and real estate company, to shareholders.  A copy of the news
release is being filed herewith as Exhibit 99.(a).  Florida Progress also issued
an investor news release dated November 22, 1996 updating Florida Power's
Crystal River Nuclear Plant outage.  A copy of the news release is being filed
herewith as Exhibit 99.(b). 


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 November
                       21, 1996 announcing the approval of the spin-off of     
                       Echelon International to shareholders.

99.(b)                 Florida Progress Corporation News Release dated November
                       22, 1996 updating Florida Power's Crystal River Nuclear
                       Plant outage.



                                SIGNATURE


     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
                                   



Date:  November 21, 1996


                               EXHIBIT INDEX



Exhibit No.    Description of Exhibit

99.(a)         Florida Progress Corporation News Release dated November
               21, 1996 announcing the approval of the spin-off of     
               Echelon International to shareholders.

99.(b)         Florida Progress Corporation News Release dated November
               22, 1996 updating Florida Power's Crystal River Nuclear
               Plant outage.