EXHIBIT 99.(a)

Florida Progress Corporation
Investor News
[LOGO OMITTED]

Analyst Contacts:
Gre Beuris (727) 820-5734
Lauran Willoughby (727) 820-5737


Florida Progress' 1998 Earnings Increase 10.7% over 1997

St.  Petersburg,  Florida,  January  25,  1999 -  Florida  Progress  Corporation
(NYSE:FPC),  parent of St. Petersburg-based Florida Power Corporation,  reported
1998 earnings of $281.7 million, or $2.90 per share, compared with 1997 earnings
from  recurring  operations of $254.3  million,  or $2.62 per share.  The strong
growth in  earnings  reflected  growth in the  utility's  core  Florida  market,
double-digit  earnings  growth at Electric Fuels and high demand for electricity
due to warmer-than-normal weather in 1998.

Listed below are significant highlights for the year:

FLORIDA POWER CORPORATION

o    Earnings per share up 3.2 percent over 1997

o    Record sales - Solid customer growth of 2 percent,  strong usage growth and
     hotter-than-normal  weather boosted total  kilowatt-hour sales 11.9 percent
     over 1997,  setting a new annual  kilowatt-hour  sales  record for  Florida
     Power.

o    Regulatory asset  amortization - Strengthened the balance sheet through $21
     million of accelerated amortization of regulatory assets.

o    Accelerated  expenditures to enhance  reliability - Accelerated $17 million
     of 1999 expenditures to enhance the reliability of the generation fleet and
     the transmission and distribution systems.

o    Revenue  deferral - Deferred  $10  million  of  revenue  for either  future
     accelerated regulatory asset amortization or other regulatory  initiatives,
     as approved by the state regulator.

o    Restart of the  nuclear  unit - On February  15,  1998,  the Crystal  River
     Nuclear  Plant was returned to service.  Since its  restart,  the plant has
     delivered over 100 percent of its rated capacity.

ELECTRIC FUELS CORPORATION

o    Earnings per share up 33 percent over 1997

o    $200  million in  acquisitions  at Progress  Rail - During  1998,  Electric
     Fuels'  Rail  Services  group  completed   approximately  $200  million  in
     acquisitions.

o    Addition of 200 new barges - Electric  Fuels' Inland Marine  Transportation
     group put into service  approximately 200 new barges in 1998,  bringing its
     total barge fleet to 1,100.






                                   -- more --


FLORIDA POWER CORPORATION
Florida Power, the largest subsidiary of Florida Progress,  reported earnings of
$248.6  million,  or $2.56 per share for 1998,  an increase of 3.2 percent  over
1997 earnings from recurring operations of $240.9 million, or $2.48 per share. A
reconciliation of Florida Power's 1998 earnings is as follows:

     1997 EPS from recurring operations                                   $2.48
        Customer & non-weather usage growth                                0.28
        Estimated weather impact on sales                                  0.25
        Operations & maintenance
           Accelerated reliability spending               (0.11)
           Accelerated lump-sum pay increase              (0.04)
           Write-off of obsolete inventory                (0.03)
           Ongoing operations and maintenance             (0.13)          (0.31)
                                                          ------
        Depreciation & amortization                                       (0.08)
        Nuclear replacement fuel                                          (0.03)
        Revenue deferral                                                  (0.06)
        AFUDC, interest expense & other                                    0.03
                                                                         ------
     1998 EPS                                                             $2.56
                                                                          =====

Florida  Power's  1998  kilowatt-hour  sales  increased  11.9 percent over 1997.
Retail  kilowatt-hour  sales were up 8.4 percent for the year.  Strong  customer
growth of 2 percent  (26,000 new customers)  and increased  usage growth boosted
retail  kilowatt-hour  sales in 1998. In addition,  Florida Power benefited from
hotter-than-normal weather experienced throughout most of the year.

Wholesale  kilowatt-hour  sales  increased  57.2  percent  in 1998.  Most of the
increase  was due to higher  sales in the  short-term  energy  market and higher
sales to Florida Power's largest wholesale customer. The short-term energy sales
have a minimal  impact on Florida  Power's  earnings  because the benefit of the
sales is credited to customers.

Florida Power's strong  revenues  enabled the company to take several actions to
better position itself for the future. These were (in millions):

     Accelerated amortization of regulatory assets                  $21
     Accelerated 1999 expenditures to enhance reliability           $17
     Accelerated 1999 lump-sum pay increase                         $ 7
     Revenue deferral                                               $10

Ongoing operations and maintenance expenses increased  approximately $21 million
compared with 1997. The company absorbed the increased costs associated with its
growing  customer base and a full year of costs for the  220-megawatt  Tiger Bay
plant acquired in July 1997.

Depreciation  and  amortization  expense  increased  $21  million in 1998 due to
higher plant balances and a full year of amortization of the Tiger Bay purchased
power contract termination costs (Tiger Bay regulatory asset).








                                   -- more --


ELECTRIC FUELS CORPORATION
Electric Fuels earned $42.3 million,  or $.44 per share, in 1998,  compared with
$32.1 million,  or $.33 per share in 1997.  The 33-percent  increase in earnings
per share reflected  improved operating results across all three of its business
units.

Earnings from the Inland Marine  Transportation  group were up $4.4 million over
1997. The  improvement was due primarily to the expansion of its barge fleet. In
addition,  1997's results were  negatively  impacted due to flooding  conditions
along the Ohio and Mississippi rivers in March 1997.

The Energy and Related  Services  group  reported a $3.6 million  improvement in
earnings  from  a year  ago.  The  additional  earnings  from  this  group  were
principally due to increased offshore barge deliveries of coal to Florida Power,
improved earnings from mining operations, and expanded terminal operations.

Results in the Rail Services group  increased  $2.6 million over 1997,  although
negatively  impacted by  substantial  declines in scrap steel prices  during the
second  half of 1998.  Increase  in  demand  for  railcar  and  track  parts and
services,  sales of railcars from the lease  portfolio  and increases  resulting
from a full year of businesses  acquired in 1997 more than offset the effects of
lower scrap steel  prices.  Results for 1998  demonstrated  the  benefits of the
diversified  yet  complementary  mix of products and services that Rail Services
delivers to its customers.


CORPORATE AND OTHER
The loss attributable to corporate and other diversified activities for the year
improved by $.09 per share over 1997. The improvement  primarily resulted from a
one-time gain realized in 1998 from the sale of a purchased  power  contract and
the provision  for an  uncollectible  receivable in the fourth  quarter of 1997,
both  associated with a cogeneration  facility in which Florida  Progress has an
indirect minority interest.

Including the charges  associated with the 1997 extended outage of Florida Power
Corporation's  Crystal River Nuclear Plant and the provision for loss related to
Mid-Continent Life Insurance Company, Florida Progress reported 1997 earnings of
$54.3 million, or $.56 per share.


                                 FOURTH QUARTER

For the quarter,  Florida Progress reported  earnings of $36.1 million,  or $.37
per share,  compared  with $43.2  million,  or $.45 per  share,  from  recurring
operations  in 1997.  Florida  Power's  earnings per share of $.27 were $.17 per
share  lower  than 1997.  Strong  year-to-date  results  through  September  and
favorable  revenues in the fourth  quarter  enabled the utility to take  several
actions  including the  acceleration  of certain  reliability  expenditures  and
others as  previously  discussed.  In addition,  the utility wrote off inventory
deemed obsolete. Electric Fuels reported $.13 per share for the quarter, up $.02
over 1997.


FLORIDA POWER CORPORATION
Florida  Power's  kilowatt-hour  sales  were up 8.8  percent  during  the fourth
quarter of 1998,  compared  with 1997.  The  higher  sales were due to  customer
growth,  non-weather usage growth and warmer-than-normal  weather during much of
the quarter.




                                   -- more --


 A reconciliation of Florida Power's 1998 fourth-quarter earnings is as follows:

     1997 4QTR EPS from recurring operations                          $0.44
        Customer & non-weather usage growth                            0.07
        Estimated weather impact on sales                             (0.04)
        Operations & maintenance
           Accelerated reliability spending           (0.10)
           Accelerated lump-sum pay increase          (0.04)
           Obsolete inventory                         (0.03)
           Ongoing operations & maintenance           (0.09)          (0.26)
                                                      ------
        Depreciation & amortization                                    0.09
        Revenue deferral                                              (0.06)
        AFUDC, interest expense & other                                0.03
                                                                     ------
     1998 4QTR EPS                                                    $0.27
                                                                      =====

The estimated  weather  impact on sales would have been  favorable  absent an $8
million  increase to revenues in the fourth  quarter of 1997. The adjustment was
made to recognize additional base revenues for residential revenue decoupling, a
three-year rate experiment which expired December 31, 1997.

Operations and maintenance  expenses increased $41 million over the same quarter
last year. The increase was due primarily to the same items  discussed for 1998,
accelerated reliability expenditures,  accelerated lump-sum pay increase and the
write-off of obsolete inventory.

Depreciation  and  amortization  declined  $12 million in the fourth  quarter of
1998, compared with 1997. The decrease was due to a $20 million write-off of the
Tiger Bay  regulatory  asset in the fourth  quarter of 1997.  Excluding the 1997
write-off, depreciation expense increased due to higher plant balances.


ELECTRIC FUELS CORPORATION
Electric  Fuels'  earnings  increased $2.5 million,  or $.02 per share,  for the
fourth quarter of 1998,  compared with 1997. The improvement in earnings was due
primarily to a larger barge fleet in the Inland Marine  Transportation group and
favorable   results  in  the  Energy  and  Related   Services  group's  terminal
operations. Also contributing was the Rail Services group with strong demand for
railcar and track parts and services and sales of railcars.


CORPORATE AND OTHER
Corporate and other  recorded a loss of $.03 per share for the fourth quarter of
1998,  compared  with a $.10 per share loss in 1997.  The  improvement  over the
prior year was largely due to charges that were recognized in the fourth quarter
of 1997.  The charges were for the  provision  for an  uncollectible  receivable
associated  with  the  cogeneration  facility,  as  discussed  previously,   and
consolidated tax adjustments.

Including  the  charges  related  to the 1997  extended  nuclear  outage and the
provision for loss related to  Mid-Continent  Life  Insurance  Company,  Florida
Progress  reported a loss of $75.6  million  or $.78 per  share,  for the fourth
quarter of 1997.

Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $6.2 billion.  Its principal  subsidiary  is Florida  Power,  the
state's second largest electric utility serving about 1.3 million customers.
Diversified operations include rail services, marine operations and coal mining.

                                     ###





FLORIDA PROGRESS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME                                                                              Page 5

(UNAUDITED)                                                                (In millions, except per share amounts)

                                                                        Three Months Ended        Twelve Months Ended
                                                                           December 31                December 31
                                                                     -------------------------  -------------------------
                                                                        1998         1997          1998         1997
                                                                     ------------ ------------  ------------ ------------
REVENUES:
                                                                                                         
   Electric utility                                                  $     623.6  $     590.5   $   2,648.2  $   2,448.4
   Diversified                                                             274.6        258.6         972.1        868.0
- -------------------------------------------------------------------------------------------------------------------------
                                                                           898.2        849.1       3,620.3      3,316.4
- -------------------------------------------------------------------------------------------------------------------------
EXPENSES:
   Electric utility:
     Fuel                                                                  161.7        114.9         595.7        458.1
     Purchased power                                                       101.7        112.9         433.8        490.6
     Energy conservation cost                                               19.5         17.7          79.6         67.0
     Operations and maintenance                                            144.7        103.7         471.6        422.3
     Extended nuclear outage - O&M and replacement power costs                 -         42.4           5.1        173.3
     Depreciation and amortization                                          86.2         98.6         347.1        325.9
     Taxes other than income taxes                                          45.2         43.7         203.6        193.6
- -------------------------------------------------------------------------------------------------------------------------
                                                                           559.0        533.9       2,136.5      2,130.8
- -------------------------------------------------------------------------------------------------------------------------
   Diversified:
     Cost of sales                                                         239.6        226.0         827.2        753.9
     Loss related to life insurance subsidiary                                 -         96.3             -         97.6
     Other                                                                  13.3         18.1          56.3         60.4
- -------------------------------------------------------------------------------------------------------------------------
                                                                           252.9        340.4         883.5        911.9
- -------------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                                      86.3        (25.2)        600.3        273.7
- -------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE AND OTHER:
   Interest expense                                                         45.9         46.3         187.1        158.7
   Allowance for funds used during construction                             (4.5)        (2.8)        (16.9)        (9.7)
   Other expense (income)                                                   (3.2)         4.6           (.2)         4.0
- -------------------------------------------------------------------------------------------------------------------------
                                                                            38.2         48.1         170.0        153.0
- -------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                                  48.1        (73.3)        430.3        120.7
   Income taxes                                                             12.0          2.3         148.6         66.4
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                           $      36.1  $     (75.6)  $     281.7  $      54.3
- -------------------------------------------------------------------------------------------------------------------------

AVERAGE SHARES OF COMMON
   STOCK OUTSTANDING                                                        97.1         97.1          97.1         97.1
- -------------------------------------------------------------------------------------------------------------------------

EARNINGS (LOSS) PER AVERAGE COMMON SHARE (BASIC and DILUTED)                $.37        $(.78)        $2.90         $.56
- -------------------------------------------------------------------------------------------------------------------------

Regarding these financial statements:
     In June 1998,  Florida Power restated its financial  results for the second,  third and fourth  quarters of 1997 to
reflect recognition of the extended nuclear outage costs as incurred.  The change affected the financial results for the
interim reporting periods but did not have any affect on the results for the fiscal year ended 1997.  Effective December
31, 1997, the Company  deconsolidated  the accounts of Mid-Continent  Life Insurance Company and established a provision
for loss for the full amount of its investment. The deconsolidation has not been reflected in the consolidated financial
statements of prior periods.  These are interim statements.  Reference should be made to Florida Progress  Corporation's
1997 Annual Report to shareholders.  This report does not constitute an offer to sell or the solicitation of an offer to
buy any securities. 







                                       FLORIDA PROGRESS CORPORATION
                                        CONSOLIDATED BALANCE SHEETS                                            Page 6

(UNAUDITED)                                                                                    (In millions)

                                                                                                December 31
                                                                                      --------------------------------
ASSETS                                                                                   1998                1997
                                                                                      ------------       -------------
PROPERTY, PLANT AND EQUIPMENT:
                                                                                                            
    Electric utility plant in service and held for future use                         $   6,307.8        $    6,166.8
    Less - Accumulated depreciation                                                       2,716.0             2,511.0
              Accumulated decommissioning for nuclear plant                                 254.8               223.7
              Accumulated dismantlement for fossil plants                                   130.7               128.5
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          3,206.3             3,303.6
    Construction work in progress                                                           378.3               279.4
    Nuclear fuel, net of amortization of $377.2  in 1998 and $356.7 in 1997                  45.9                66.5
- ----------------------------------------------------------------------------------------------------------------------
      Net electric utility plant                                                          3,630.5             3,649.5
    Other property, net of depreciation of $234.6  in 1998 and $219.3 in 1997               560.1               437.7
 ----------------------------------------------------------------------------------------------------------------------
                                                                                          4,190.6             4,087.2
- ----------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS:
    Cash and equivalents                                                                      2.5                 3.1
    Accounts receivable, net                                                                413.4               373.7
    Inventories, primarily at average cost:
      Fuel                                                                                   69.8                77.6
      Utility materials and supplies                                                         83.3                91.9
      Diversified materials                                                                 137.0               126.8
    Underrecovered utility fuel cost                                                          -                  34.5
    Income taxes receivable                                                                  23.4                16.8
    Deferred income taxes                                                                    55.9                 5.8
    Other                                                                                    68.8                45.1
- ----------------------------------------------------------------------------------------------------------------------
                                                                                            854.1               775.3
- ----------------------------------------------------------------------------------------------------------------------

DEFERRED CHARGES AND OTHER ASSETS:
    Costs deferred pursuant to regulation:
      Deferred purchased power contract termination costs                                   321.0               348.2
      Other                                                                                 113.6               126.4
    Investments in nuclear plant decommissioning fund                                       332.1               266.7
    Goodwill                                                                                139.8                55.2
    Joint ventures and partnerships                                                          71.5                54.6
    Other                                                                                   138.1                46.4
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          1,116.1               897.5
- ----------------------------------------------------------------------------------------------------------------------
                                                                                      $   6,160.8         $   5,760.0
- ----------------------------------------------------------------------------------------------------------------------
CAPITAL AND LIABILITIES
CAPITAL:
    Common stock equity                                                               $   1,862.0         $   1,776.0
    Cumulative preferred stock of Florida Power                                              33.5                33.5
    Long-term debt                                                                        2,250.4             2,377.8
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          4,145.9             4,187.3
- ----------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
    Accounts payable                                                                        297.9               253.2
    Customers' deposits                                                                     104.1                97.1
    Accrued other taxes                                                                      10.1                12.0
    Accrued interest                                                                         70.4                56.8
    Overrecovered utility fuel cost                                                          22.2                    -
    Other                                                                                    85.8                74.8
- ----------------------------------------------------------------------------------------------------------------------
                                                                                            590.5               493.9
    Notes payable                                                                           236.2               214.8
    Current portion of long-term debt                                                       145.9                15.2
- ----------------------------------------------------------------------------------------------------------------------
                                                                                            972.6               723.9
- ----------------------------------------------------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES:
    Deferred income taxes                                                                   595.4               471.2
    Unamortized investment tax credits                                                       77.8                85.7
    Other postretirement benefit costs                                                      116.1               107.4
    Other                                                                                   253.0               184.5
- ----------------------------------------------------------------------------------------------------------------------
                                                                                          1,042.3               848.8
- ----------------------------------------------------------------------------------------------------------------------
                                                                                      $   6,160.8         $   5,760.0
- ----------------------------------------------------------------------------------------------------------------------







                                                           Florida Progress Corporation                              Page 7
                                                    Selected Financial Information (Unaudited)


                                           Three Months Ended     Percent               Twelve Months Ended    
                                              December 31         Positive                  December 31          Percent
                                            1998        1997      (Negative)             1998         1997       Positive
                                         ----------- -----------  ---------           ------------ -----------  -----------
    Earnings (Loss) Per Share:
                                                                                               
     Florida Power Corporation                 $.27        $.44      (38.6)                 $2.56       $2.48          3.2
                                         ----------- -----------                      ------------ -----------
     Electric Fuels Corporation                 .13         .11       18.2                    .44         .33         33.3
     Corporate and other                       (.03)       (.10)      70.0                   (.10)       (.19)        47.4
                                         ----------- -----------                      ------------ -----------
                                                                                     
     Diversified Continuing before 
       non-recurring                            .10         .01      900.0                    .34         .14        142.9
                                         ----------- -----------                      ------------ -----------
     Continuing Ops before non-recurring        .37         .45      (17.8)                  2.90        2.62         10.7

    Impact of nuclear outage                      -        (.27)         -                      -       (1.10)           -
    Loss related to life insurance subsidiary     -        (.96)         -                      -        (.96)           -
                                         ----------- -----------                      ------------ -----------
                                         
      Total                                    $.37       ($.78)     147.4                  $2.90        $.56        417.9
                                         =========== ===========                      ============ ===========

    Avg. shares outstanding (millions)         97.1        97.1          -                   97.1        97.1            -

    Dividends per share                       $.535       $.525        1.9                  $2.14       $2.10          1.9

    Book value per share:
     Florida Power Corporation                                                             $18.70      $18.21          2.7
     Consolidated                                                                          $19.13      $18.30          4.5





                                                                                             December 31                December 31
                                              December 31                                       1998                        1997
                                            1998        1997                             Amount     Percent      Amount    Percent
                                       ----------- -----------                        ---------------------------------------------
  Equity investments (percent):                               Capitalization (in millions):
                                                                                                             
   Florida Power Corporation                 89          90       Common stock          $1,862.0      41.1     $1,776.0       40.2
   Electric Fuels Corporation                11          10       Preferred stock           33.5        .7         33.5         .8
                                     ----------- -----------
     Total                                  100         100       Long-term debt         2,250.4      49.7      2,377.8       53.8
                                     ----------- -----------
                                                                  Short-term debt          382.1       8.5        230.0        5.2
                                                                                    -----------------------------------------------
                                                                    Total               $4,528.0     100.0     $4,417.3      100.0
                                                                                    -----------------------------------------------

     Note:In June 1998,  Florida Power restated its financial results for the second,  third and fourth quarters of 1997
to reflect recognition of the extended nuclear outage costs as incurred. The change affected the financial results for
the interim reporting periods but did not have any affect on results for the fiscal year ended 1997.








                                                    Florida Power Corporation                       Page 8
                                          Selected Statistical Data (Unaudited)
                                        (In millions, except billing degree days)

                                      Three Months Ended                      Twelve Months Ended     
                                         December 31         Percent              December 31        Percent
                                      1998        1997       Change            1998        1997       Change
                                   ----------- ------------ ----------      ------------------------ ---------
     Revenues:
                                                                                     
        Residential (1)                $335.4       $321.0       4.5           $1,424.6    $1,315.0     8.3
        Commercial                      157.1        142.1      10.6              608.9       568.4     7.1
        Industrial                       55.9         49.9      12.0              214.4       207.9     3.1
        Other retail sales               38.2         34.6      10.4              142.3       133.4     6.7
                                   ----------- ------------                 ------------------------
                                        586.6        547.6       7.1            2,390.2     2,224.7     7.4
        Sales for resale                 50.8         45.6      11.4              205.8       150.7    36.6
                                   ----------- ------------                 ------------------------
                                        637.4        593.2       7.5            2,596.0     2,375.4     9.3
        Other electric revenues (2)     (20.4)         0.6         -               67.0        76.3    (12.2)
        Deferred fuel (3)                 6.6         (3.3)        -              (14.8)       (3.3)      -    
                                   ----------- ------------                 ------------------------
            Total                      $623.6       $590.5       5.6           $2,648.2    $2,448.4     8.2
                                   ----------- ------------                 ------------------------

          
    Kilowatt-hour sales billed:
        Residential                   3,850.7      3,618.4       6.4           16,526.3    15,079.8     9.6
        Commercial                    2,589.8      2,342.3      10.6            9,999.3     9,257.3     8.0
        Industrial                    1,143.0      1,005.3      13.7            4,375.4     4,187.8     4.5
        Other retail sales              665.1        608.4       9.3            2,485.6     2,325.4     6.9
                                   ----------- ------------                 ------------------------
                                      8,248.6      7,574.4       8.9           33,386.6    30,850.3     8.2
        Sales for resale              1,085.4        900.2      20.6            3,864.5     2,439.6    58.4
                                   ----------- ------------                 ------------------------
            Total electric sales      9,334.0      8,474.6      10.1           37,251.1    33,289.9    11.9
                                   ----------- ------------                 ------------------------
                                   

    System Requirements (KWH)           8,570        7,933       8.0             37,763      34,605     9.1

    KWH Sales (Billed & Unbilled):                                                                      
        Retail                          7,713        7,124       8.3             33,451      30,865     8.4
        Wholesale                         772          677      14.0              3,823       2,432    57.2
                                   =========== ============                 ========================
                                        8,485        7,801       8.8             37,274      33,297    11.9
                                   =========== ============                 ========================

    Billing Degree Days:                                                                                
        Cooling                           862          719      19.9              4,159       3,434    21.1
        Heating                            25          134     (81.3)               557         443    25.7

     Note: (1) From 1995 through 1997,  Florida Power,  as ordered by state  regulators,  conducted a three-year test of
residential  revenue  decoupling.  Under the plan,  abnormal  weather  variances did not impact earnings with respect to
residential revenues.  (2) In the 4th quarter of 1998, the FPSC approved the establishment of a regulatory liability for
1998 deferred earnings, which resulted in a $10 million charge to Other electric revenues. Total revenues include billed
revenues and unbilled  revenues that are accrued for accounting  purposes.  (3) Revenues include amounts  resulting from
fuel, purchased power, and energy conservation clauses; which are designed to permit full recovery of these costs.
- -------------------------------------------------------------------------------------------------------------------------