As filed with the Securities and Exchange Commission on February 24, 1997


                        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 20, 1997




                        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:

      Dividend.  Florida Progress issued an Investor News report dated February
20, 1997 and a News Release of even date therewith reporting the declaration of
a cash dividend of 52 1/2 cents per share on the Company's Common Stock, a
dividend growth rate of about 2 percent.  A copy of the Investor News report and
the News Release are being filed herewith as Exhibit 99.(a) and 99.(b),
respectively.

      Fuel Adjustment.  Florida Progress issued an Investor News report dated
February 20, 1997 reporting the approval by the Florida Public Service
Commission of an increase in Florida Power's fuel costs.  A copy of the Investor
News report is being filed 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 Investor News report dated
                        February 20, 1997 regarding the annual dividend rate.

99.(b)                 Florida Progress Corporation News Release dated February
                       20, 1997 regarding the annual dividend rate.

99.(c)                 Florida Progress Corporation Investor News report dated
                       February 20, 1997 regarding the approval of an increase
                       in Florida Power's fuel costs.











                                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/Jeffrey R. Heinicka
                                          By:____________________________
                                              Jeffrey R. Heinicka
                                              Senior Vice President and
                                                Chief Financial Officer
                                                of each Registrant



Date:  February 20, 1997











                               EXHIBIT INDEX



Exhibit No.       Description of Exhibit

99.(a)            Florida Progress Corporation Investor News report dated
                  February 20, 1997 regarding annual dividend rate.

99.(b)            Florida Progress Corporation News Release dated February 20,
                  1997 regarding annual dividend rate.

99.(c)            Florida Progress Corporation Investor News report dated
                  February 20, 1997 regarding the approval of an increase in
                  Florida Power's fuel costs.