As filed with the Securities and Exchange Commission on December 16, 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): 
                               December 5, 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 an investor news release dated December 5, 1996
to provide an update regarding Florida Power's Crystal River Nuclear plant, and
another investor news release dated December 12, 1996 announcing several
strategic decisions regarding Florida Progress' diversified businesses.  Copies
of these news releases are being filed herewith as Exhibit 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 Progress Corporation Investor News release dated
                        December 5, 1996 regarding Florida Power's Crystal River
                        Nuclear Plant.

99.(b)                  Florida Progress Corporation Investor News release dated
                        December 12, 1996 announcing several strategic decisions
                        regarding its diversified businesses.


                                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:  December 12, 1996


                               EXHIBIT INDEX



Exhibit No. Description of Exhibit

99.(a)      Florida Progress Corporation Investor News release dated
            December 5, 1996 regarding Florida Power's Crystal River            

     
            Nuclear Plant.

99.(b)      Florida Progress Corporation Investor News release dated
            December 12, 1996 announcing several strategic decisions
            regarding its diversified businesses.