SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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 28, 2001

                              PROGRESS ENERGY, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)


North Carolina                          1-15929              56-2155481
- --------------------------------------------------------------------------------
(State or other jurisdiction          (Commission          (IRS Employer
of incorporation)                    File Number)       Identification No.)


          410 S. Wilmington Street, Raleigh, North Carolina 27601-1748
          ------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (919) 546-6111

                                      NONE
                                      ----
                    (Former name, former address and former
                   fiscal year, if changed from last report)



ITEM 9.  REGULATION FD DISCLOSURE

         The information in this report (including the exhibit) is furnished
pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The furnishing of this report is not intended
to constitute a determination by Progress Energy, Inc. that the information is
material or that the dissemination of the information is required by Regulation
FD.

         On November 28, 2001, Progress Energy issued a Quarterly Report to
Holders of Contingent Value Obligations for the Quarter Ended September 30, 2001
(the "CVO Report"). A copy of the CVO Report is being furnished as Exhibit 99.1.
Exhibit 99.1 is incorporated by reference into this Item 9.

         Progress Energy regards any information provided in the CVO Report to
be current and accurate only as of the date of the CVO Report and specifically
disclaims any duty to update such information unless it is necessary to do so in
accordance with applicable law.

         This report, including the CVO Report, contains forward-looking
statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The forward-looking statements involve
estimates, projections, goals, forecasts, assumptions, risks and uncertainties
that could cause actual results or outcomes to differ materially from those
expressed in the forward-looking statements. Examples of factors that you should
consider with respect to any forward-looking statements made throughout this
document include but are not limited to, the following: factors affecting the
synthetic fuel plants, including cash flows derived from the synthetic fuel
plants, market acceptance of synthetic fuel, competition from competing
products, impacts of environmental regulations on potential buyers of synthetic
fuel, and income tax issues related to synthetic fuel tax credits. All such
factors are difficult to predict, contain uncertainties that may materially
affect actual results, and may be beyond the control of Progress Energy. New
factors emerge from time to time, and it is not possible for management to
predict all of such factors, nor can it assess the effect of each such factor on
Progress Energy.

         Any forward-looking statement speaks only as of the date on which such
statement is made, and Progress Energy does not undertake any obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                  INFORMATION AND EXHIBITS

         (c)      EXHIBITS.

                  99.1     Quarterly Report to Holders of Contingent Value
                           Obligations for the Quarter Ended September 30, 2001.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            PROGRESS ENERGY, INC.

                                                       Registrant

                                            By:      /s/ Peter M. Scott III
                                                     --------------------------
                                                         Peter M. Scott III
                                                     Executive Vice President
                                                     and Chief Financial Officer

Date:  November 28, 2001





                                  EXHIBIT INDEX

Exhibit No.                 Exhibit Description
- -----------                 -------------------

99.1                        Quarterly Report to Holders of Contingent Value
                            Obligations for the Quarter Ended September 30, 2001