As filed with the Securities and Exchange Commission on April 18, 1996
                                              Registration No. 333- _________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933


                          FLORIDA PROGRESS CORPORATION
             (Exact name of registrant as specified in its charter)

            Florida                                     59-2147112
   (State of Incorporation)                (I.R.S. Employer Identification No.)

                One Progress Plaza, St. Petersburg, Florida 33701
               (Address of Principal Executive Offices) (Zip Code)

                    STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF
                  FLORIDA PROGRESS CORPORATION AND SUBSIDIARIES
                            (Full title of the plan)

                               James V. Smallwood
                          Vice President and Treasurer
                          Florida Progress Corporation
                3201 34th Street South, St. Petersburg, FL 33711
                                 (813) 866-5647
 (Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                              Proposed       Proposed
                                               Maximum        Maximum
       Title of Each            Amount        Offering       Aggregate       Amount of
    Class of Securities          to be          Price         Offering     Registration
      to be Registered       Registered(1)    Per Unit(2)     Price (2)         Fee

   <S>                        <C>              <C>            <C>               <C>
        Common Stock,
   without par value(2)(3)    20,000 Shs.      $32.875        $657,500          $227
</TABLE>

(1)    Pursuant to Rule 428(b)(1), the documents constituting the Prospectus
       from Part I of Form S-8 will be sent or given to participants in the
       Plan, but are not filed herewith.
(2)    Estimated solely for the purpose of calculating the registration fee in
       accordance with Rule 457(c) under the Securities Act of 1933, as amended
       (the "Act"), and based on the average of the high and low sales prices of
       the Common Stock in New York Stock Exchange Composite Transactions on
       April 15, 1996.
(3)    Includes rights to purchase units of Series A Junior Participating
       Preferred Stock.



<PAGE>

                                    PART II.

               Information Required in the Registration Statement



Item 3.  Incorporation of Documents by Reference.

        The following documents heretofore filed by Florida Progress Corporation
(the "Company") with the Securities and Exchange Commission ("SEC") (File No.
1-8349), as amended, are incorporated herein by reference:

        1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995, as filed with the SEC on March 20, 1996.

        2. The Company's Current Reports on Form 8-K dated January 22, 1996 and
February 8, 1996, as filed with the SEC on January 24, 1996 and February 9,
1996, respectively.

        3. The description of the Common Stock of the Company contained in Item
4 of the Company's Registration Statement on Form 8-B (No. 1-8349) that was
filed with the SEC on May 21, 1982, as updated by the following reports of the
Company, each of which is also incorporated herein by reference: Part II, Item 2
of Quarterly Report on Form 10-Q for the quarter ended March 31, 1985 that was
filed with the SEC on May 14, 1985; Part II, Item 4 of Quarterly Report on Form
10-Q for the quarter ended March 31, 1990 that was filed with the SEC on May 14,
1990; and the Current Report on Form 8-K dated November 21, 1991 that was filed
with the SEC on November 27, 1991.

       All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
filing of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.  See also Item 3 "Incorporation of Documents by Reference."



                                      2

<PAGE>

Item 5.  Interests of Named Experts and Counsel.

       The legality of the securities being offered under the Plan has been
passed upon by Kenneth E. Armstrong, Vice President, General Counsel and
Secretary of Florida Progress Corporation, who is named in certain documents
incorporated by reference in this registration statement as an expert with
respect to statements relating to matters of law or expressing legal
conclusions.

Item 6.  Indemnification of Directors and Officers.

       The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, provided certain standards are met, including that such officer
or director acted in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his or her conduct was unlawful. In the case
of proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to such proceeding by reason of the fact that he or she is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including the appeal thereof, provided that such person acted
in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interest of the corporation, and provided further that no
indemnification shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interest of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article XI of the
Company's By-laws provides that the Company shall indemnify any director,
officer or employee or any former director, officer or employee to the full
extent permitted by law.

                                      3

<PAGE>

       The Company has purchased insurance with respect to, among other things,
the liabilities that may arise under the statutory provisions referred to above.
The directors and officers of the Company also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and against which they
are not indemnified by the Company.


Item 7.  Exemption from Registration Claimed.

       Not applicable.


Item 8.  Exhibits.

4.(a)*  -  Restated Articles of Incorporation, as amended, of Florida
           Progress Corporation. (Filed as Exhibit 3(a) to the Company's
           Annual Report on Form 10-K for the year ended December 31,
           1991 as filed with the SEC (File No. 1-8349) on March 30,
           1992.)

4.(b)*  -  Shareholder Rights Agreement, dated as of November 21, 1991,
           between the Company and Manufacturers Hanover Trust Company,
           with form of Rights Certificate attached thereto as Exhibit A.
           (Filed as Exhibit 4(a) to the Company's Form 8-K dated
           November 21, 1991, as filed with the SEC (File No. 1-8349) on
           November 27, 1991.)

4.(c)*  -  Amended Articles of Incorporation, as amended, of Florida
           Power Corporation ("Florida Power"). (Filed as Exhibit 3(a) to
           the Florida Power Annual Report on Form 10-K for the year
           ended December 31, 1991 as filed with the SEC (File No.
           1-3274) on March 30, 1992.)

4.(d)*  -  Indenture, dated as of January 1, 1944 (the "Indenture"),
           between Florida Power and Guaranty Trust Company of New York
           and The Florida National Bank of Jacksonville, as Trustees.
           (Filed as Exhibit B-18 to Florida Power's Registration
           Statement on Form A-2 (No. 2-5293) filed with the SEC on
           January 24, 1944.)

4.(e)*  -  Seventh Supplemental Indenture, dated as of July 1, 1956,
           between Florida Power and Guaranty Trust Company of New York
           and The Florida National Bank of Jacksonville, as Trustees,
           with reference to the modification and amendment of the
           Indenture. (Filed as Exhibit 4(b) to Florida Power's
           Registration Statement on Form S-3 (No. 33-16788) filed with
           the SEC on September 27, 1991.)



                                       4
<PAGE>

4.(f)*  -  Eighth Supplemental Indenture, dated as of July 1, 1958,
           between Florida Power and Guaranty Trust Company of New York
           and The Florida National Bank of Jacksonville, as Trustees,
           with reference to the modification and amendment of the
           Indenture. (Filed as Exhibit 4(c) to Florida Power's
           Registration Statement on Form S-3 (No. 33-16788) filed with
           the SEC on September 27, 1991.) 

4.(g)*  -  Sixteenth Supplemental Indenture, dated as of February 1,
           1970, between Florida Power and Morgan Guaranty Trust Company
           of New York and The Florida National Bank of Jacksonville, as
           Trustees, with reference to the modification and amendment of
           the Indenture. (Filed as Exhibit 4(d) to Florida Power's
           Registration Statement on Form S-3 (No. 33-16788) filed with
           the SEC on September 27, 1991.)

4.(h)*  -  Twenty-Ninth Supplemental Indenture dated as of September 1,
           1982, between Florida Power and Morgan Guaranty Trust Company
           of New York and Florida National Bank, as Trustees, with
           reference to the modification and amendment of the Indenture.
           (Filed as Exhibit 4(c) to Florida Power's Registration
           Statement on Form S-3 (No. 2-79832) filed with the SEC on
           September 17, 1982.)

4.(i)*  -  Thirty-Eighth Supplemental Indenture dated as of July 25,
           1994, between Florida Power and First Chicago Trust Company
           of New York, as successor Trustee, Morgan Guaranty Trust
           Company of New York, as resigning Trustee, and First Union
           National Bank of Florida, as resigning Co-Trustee, with
           reference to confirmation of First Chicago Trust Company
           of New York as successor Trustee under the Indenture.
           (Filed as Exhibit 4.(f) to Florida Power's Registration
           Statement on Form S-3 (No. 33-55273) filed with the SEC on
           August 29, 1994.)

4.(j)*  -  Specimen Common Stock certificate of the Company.  (Filed
           as Exhibit 4.(j) to the Company's Registration Statement on
           Form S-3 (No. 33-56873) filed with the SEC on December 15,
           1994.)

4.(k)   -  Stock Plan for Non-Employee Directors of Florida Progress
           Corporation and Subsidiaries.

5       -  Opinion of Kenneth E. Armstrong, Esq. regarding the legality
           of the Common Stock to be issued.

23.(a)  -  Consent of KPMG Peat Marwick, independent certified public
           accountants.

23.(b)  -  Consent of Kenneth E. Armstrong, Esq. is contained in his
           opinion filed as Exhibit 5.

24      -  Powers of Attorney are included on the signature page of
           this Registration Statement.

________
*Incorporated herein by reference.



                                       5

<PAGE>



Item 9.  Undertakings.

      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
      a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by section 10(a)(3)
         of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.  Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         20 percent change in the maximum aggregate offering price set forth in
         the "Calculation of Registration Fee" table in the effective
         registration statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

      provided, however, that paragraphs (i) and (ii) above do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by the registrant pursuant to Section 13 or Section 15(d) of
      the Securities Exchange Act of 1934 that are incorporated by reference in
      this registration statement.

         (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
      any of the securities being registered which remain unsold at the
      termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the

                                       6

<PAGE>

Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


                                       7

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 18th day of
April, 1996.

                                       FLORIDA PROGRESS CORPORATION

                                       By: /s/ Jack B. Critchfield
                                       Jack B. Critchfield, Chairman and
                                       Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Florida Progress Corporation (the "Company"), a Florida
corporation, for himself or herself and not for one another, does hereby
constitute and appoint KENNETH E. ARMSTRONG, JEFFREY R. HEINICKA, JAMES V.
SMALLWOOD and DOUGLAS E. WENTZ, and each of them, a true and lawful attorney in
his or her name, place and stead, in any and all capacities, to sign his or her
name to any and all amendments, including post-effective amendments, to this
registration statement with respect to the proposed issuance, sale and delivery
by the Company of shares of its Common Stock pursuant to the Stock Plan for
Non-Employee Directors of Florida Progress Corporation and Subsidiaries, and to
cause the same to be filed with the Securities and Exchange Commission, granting
unto said attorneys and each of them full power and authority to do and perform
any act and thing necessary and proper to be done in the premises, as fully to
all intents and purposes as the undersigned could do if personally present, and
each of the undersigned for himself or herself hereby ratifies and confirms all
that said attorneys or any one of them shall lawfully do or cause to be done by
virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

      Signature                                      Title                        Date

<S>  <C>                                 <C>                                 <C> 
(i)   /s/ Jack B. Critchfield              Chairman, Chief Executive         April 18, 1996
      ------------------------------           Officer and Director
      Jack B. Critchfield                              
      Principal Executive Officer

(ii)  /s/ Jeffrey R. Heinicka              Senior Vice President and         April 18, 1996
      --------------------------------      Chief Financial Officer
      Jeffrey R. Heinicka                              
      Principal Financial Officer

(iii) /s/ John Scardino, Jr.              Vice President and Controller      April 18, 1996
      --------------------------------
      John Scardino, Jr.
      Principal Accounting Officer
</TABLE>

                                        8
<PAGE>

<TABLE>
<CAPTION>
(iv)  A majority of the Directors, including (i) above:

      Signature                                        Title                      Date

<S>                                                   <C>                    <C> 
/s/ Willard D. Frederick, Jr.                         Director               April 18, 1996
 -------------------------------
Willard D. Frederick, Jr.

/s/ Michael P. Graney                                 Director               April 18, 1996
 -------------------------------
Michael P. Graney

/s/ Richard Korpan                                    Director               April 18, 1996
 -------------------------------
Richard Korpan

/s/ Clarence V. McKee                                 Director               April 18, 1996
 -------------------------------
Clarence V. McKee

/s/ Vincent J. Naimoli                                Director               April 18, 1996
 -------------------------------
Vincent J. Naimoli

/s/ Richard A. Nunis                                  Director               April 18, 1996
 -------------------------------
Richard A. Nunis

/s/ Charles B. Reed                                   Director               April 18, 1996
 -------------------------------
Charles B. Reed

/s/ Joan D. Ruffier                                   Director               April 18, 1996
 -------------------------------
Joan D. Ruffier

/s/ Robert T. Stuart, Jr.                             Director               April 18, 1996
 -------------------------------
Robert T. Stuart, Jr.

/s/ Jean Giles Wittner                                Director               April 18, 1996
 -------------------------------
Jean Giles Wittner

</TABLE>



                                        9

<PAGE>

                                  EXHIBIT INDEX




4.(a)*   -  Restated Articles of Incorporation, as amended, of the Company.
            (Filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K
            for the year ended December 31, 1991 as filed with the SEC (File No.
            1-8349) on March 30, 1992.)

4.(b)*   -  Shareholder Rights Agreement, dated as of November 21, 1991,
            between the Company and Manufacturers Hanover Trust Company, with
            form of Rights Certificate attached thereto as Exhibit A. (Filed as
            Exhibit 4(a) to the Company's Form 8-K, dated (date of event
            reported) November 21, 1991, as filed with the SEC (File No. 1-8349)
            on November 27, 1991.)

4.(c)*   -  Amended Articles of Incorporation, as amended, of Florida Power
            Corporation ("Florida Power"). (Filed as Exhibit 3(a) to the Florida
            Power Annual Report on Form 10-K for the year ended December 31,
            1991 as filed with the SEC (File No. 1-3274) on March 30, 1992.)

4.(d)*   -  Indenture, dated as of January 1, 1944 (the "Indenture"), between
            Florida Power and Guaranty Trust Company of New York and The Florida
            National Bank of Jacksonville, as Trustees. (Filed as Exhibit B-18
            to Florida Power's Registration Statement on Form A-2 (No. 2-5293)
            filed with the SEC on January 24, 1944.)

4.(e)*   -  Seventh Supplemental Indenture, dated as of July 1, 1956, between
            Florida Power and Guaranty Trust Company of New York and The Florida
            National Bank of Jacksonville, as Trustees, with reference to the
            modification and amendment of the Indenture. (Filed as Exhibit 4(b)
            to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
            filed with the SEC on September 27, 1991.)

4.(f)*   -  Eighth Supplemental Indenture, dated as of July 1, 1958, between
            Florida Power and Guaranty Trust Company of New York and The Florida
            National Bank of Jacksonville, as Trustees, with reference to the
            modification and amendment of the Indenture. (Filed as Exhibit 4(c)
            to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
            filed with the SEC on September 27, 1991.)


                                      10

<PAGE>


4.(g)*   -  Sixteenth Supplemental Indenture, dated as of February 1, 1970,
            between Florida Power and Morgan Guaranty Trust Company of New York
            and The Florida National Bank of Jacksonville, as Trustees, with
            reference to the modification and amendment of the Indenture. (Filed
            as Exhibit 4(d) to Florida Power's Registration Statement on Form
            S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)

4.(h)*   -  Twenty-Ninth Supplemental Indenture dated as of September 1, 1982,
            between Florida Power and Morgan Guaranty Trust Company of New York
            and Florida National Bank, as Trustees, with reference to the
            modification and amendment of the Indenture. (Filed as Exhibit 4(c)
            to Florida Power's Registration Statement on Form S-3 (No. 2-79832)
            filed with the SEC on September 17, 1982.)

4.(i)*  -  Thirty-Eighth Supplemental Indenture dated as of July 25,
           1994, between Florida Power and First Chicago Trust Company
           of New York, as successor Trustee, Morgan Guaranty Trust
           Company of New York, as resigning Trustee, and First Union
           National Bank of Florida, as resigning Co-Trustee, with
           reference to confirmation of First Chicago Trust Company
           of New York as successor Trustee under the Indenture.
           (Filed as Exhibit 4.(f) to Florida Power's Registration
           Statement on Form S-3 (No. 33-55273) filed with the SEC on
           August 29, 1994.)

4.(j)*  -  Specimen Common Stock certificate of the Company.  (Filed
           as Exhibit 4.(j) to the Company's Registration Statement on
           Form S-3 (No. 33-56873) filed with the SEC on December 15,
           1994.)

4.(k)    -  Stock Plan for Non-Employee Directors of Florida Progress
            Corporation and Subsidiaries.

5.       -  Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
            Common Stock to be issued.

23.(a)   -  Consent of KPMG Peat Marwick, independent certified public
            accountants.

23.(b)   -  Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
            filed as Exhibit 5.

24       -  Powers of Attorney are included on the signature page of this
            Registration Statement.

__________
*  Incorporated herein by reference.

                                     11 
<PAGE>
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As filed with the Securities and Exchange Commission on April 18, 1996
                                              Registration No. 333- _________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933

                          FLORIDA PROGRESS CORPORATION
             (Exact name of registrant as specified in its charter)

            Florida                                     59-2147112
   (State of Incorporation)                (I.R.S. Employer Identification No.)

                One Progress Plaza, St. Petersburg, Florida 33701
               (Address of Principal Executive Offices) (Zip Code)

                    STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF
                  FLORIDA PROGRESS CORPORATION AND SUBSIDIARIES
                            (Full title of the plan)

                               James V. Smallwood
                          Vice President and Treasurer
                          Florida Progress Corporation
                3201 34th Street South, St. Petersburg, FL 33711
                                 (813) 866-5647
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                              Proposed       Proposed
                                               Maximum        Maximum
       Title of Each            Amount        Offering       Aggregate       Amount of
    Class of Securities          to be          Price         Offering     Registration
      to be Registered       Registered(1)    Per Unit(2)     Price (2)         Fee
Common Stock,
   without par value(2)(3)    20,000 Shs.      $32.875        $657,500          $227
(1)    Pursuant to Rule 428(b)(1), the documents constituting the Prospectus
       from Part I of Form S-8 will be sent or given to participants in the
       Plan, but are not filed herewith.
(2)    Estimated solely for the purpose of calculating the registration fee in
       accordance with Rule 457(c) under the Securities Act of 1933, as amended
       (the "Act"), and based on the average of the high and low sales prices of
       the Common Stock in New York Stock Exchange Composite Transactions on
       April 15, 1996.
(3)    Includes rights to purchase units of Series A Junior Participating
       Preferred Stock.
PART II.

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

        The following documents heretofore filed by Florida Progress Corporation
(the "Company") with the Securities and Exchange Commission ("SEC") (File No.
1-8349), as amended, are incorporated herein by reference:

        1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995, as filed with the SEC on March 20, 1996.

        2. The Company's Current Reports on Form 8-K dated January 22, 1996 and
February 8, 1996, as filed with the SEC on January 24, 1996 and February 9,
1996, respectively.

        3. The description of the Common Stock of the Company contained in Item
4 of the Company's Registration Statement on Form 8-B (No. 1-8349) that was
filed with the SEC on May 21, 1982, as updated by the following reports of the
Company, each of which is also incorporated herein by reference: Part II, Item 2
of Quarterly Report on Form 10-Q for the quarter ended March 31, 1985 that was
filed with the SEC on May 14, 1985; Part II, Item 4 of Quarterly Report on Form
10-Q for the quarter ended March 31, 1990 that was filed with the SEC on May 14,
1990; and the Current Report on Form 8-K dated November 21, 1991 that was filed
with the SEC on November 27, 1991.

       All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
filing of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

    Not applicable.  See also Item 3 "Incorporation of Documents by Reference."

                                      2
Item 5.  Interests of Named Experts and Counsel.

       The legality of the securities being offered under the Plan has been
passed upon by Kenneth E. Armstrong, Vice President, General Counsel and
Secretary of Florida Progress Corporation, who is named in certain documents
incorporated by reference in this registration statement as an expert with
respect to statements relating to matters of law or expressing legal
conclusions.

Item 6.  Indemnification of Directors and Officers.

       The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, provided certain standards are met, including that such officer
or director acted in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his or her conduct was unlawful. In the case
of proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to such proceeding by reason of the fact that he or she is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including the appeal thereof, provided that such person acted
in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interest of the corporation, and provided further that no
indemnification shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii) a
transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interest of the corporation in
a proceeding by or in the right of the corporation to procure a judgment in its
favor or in a proceeding by or in the right of a shareholder. Article XI of the
Company's By-laws provides that the Company shall indemnify any director,
officer or employee or any former director, officer or employee to the full
extent permitted by law.

                                      3
The Company has purchased insurance with respect to, among other things,
the liabilities that may arise under the statutory provisions referred to above.
The directors and officers of the Company also are insured against certain
liabilities, including certain liabilities arising under the Securities Act of
1933, which might be incurred by them in such capacities and against which they
are not indemnified by the Company.

Item 7.  Exemption from Registration Claimed.

       Not applicable.

Item 8.  Exhibits.

4.(a)*  -  Restated Articles of Incorporation, as amended, of Florida
           Progress Corporation. (Filed as Exhibit 3(a) to the Company's
           Annual Report on Form 10-K for the year ended December 31,
           1991 as filed with the SEC (File No. 1-8349) on March 30,
           1992.)

4.(b)*  -  Shareholder Rights Agreement, dated as of November 21, 1991,
           between the Company and Manufacturers Hanover Trust Company,
           with form of Rights Certificate attached thereto as Exhibit A.
           (Filed as Exhibit 4(a) to the Company's Form 8-K dated
           November 21, 1991, as filed with the SEC (File No. 1-8349) on
           November 27, 1991.)

4.(c)*  -  Amended Articles of Incorporation, as amended, of Florida
           Power Corporation ("Florida Power"). (Filed as Exhibit 3(a) to
           the Florida Power Annual Report on Form 10-K for the year
           ended December 31, 1991 as filed with the SEC (File No.
           1-3274) on March 30, 1992.)

4.(d)*  -  Indenture, dated as of January 1, 1944 (the "Indenture"),
           between Florida Power and Guaranty Trust Company of New York
           and The Florida National Bank of Jacksonville, as Trustees.
           (Filed as Exhibit B-18 to Florida Power's Registration
           Statement on Form A-2 (No. 2-5293) filed with the SEC on
           January 24, 1944.)

4.(e)*  -  Seventh Supplemental Indenture, dated as of July 1, 1956,
           between Florida Power and Guaranty Trust Company of New York
           and The Florida National Bank of Jacksonville, as Trustees,
           with reference to the modification and amendment of the
           Indenture. (Filed as Exhibit 4(b) to Florida Power's
           Registration Statement on Form S-3 (No. 33-16788) filed with
           the SEC on September 27, 1991.)

                                       4
4.(f)*  -  Eighth Supplemental Indenture, dated as of July 1, 1958,
           between Florida Power and Guaranty Trust Company of New York
           and The Florida National Bank of Jacksonville, as Trustees,
           with reference to the modification and amendment of the
           Indenture. (Filed as Exhibit 4(c) to Florida Power's
           Registration Statement on Form S-3 (No. 33-16788) filed with
           the SEC on September 27, 1991.) 

4.(g)*  -  Sixteenth Supplemental Indenture, dated as of February 1,
           1970, between Florida Power and Morgan Guaranty Trust Company
           of New York and The Florida National Bank of Jacksonville, as
           Trustees, with reference to the modification and amendment of
           the Indenture. (Filed as Exhibit 4(d) to Florida Power's
           Registration Statement on Form S-3 (No. 33-16788) filed with
           the SEC on September 27, 1991.)

4.(h)*  -  Twenty-Ninth Supplemental Indenture dated as of September 1,
           1982, between Florida Power and Morgan Guaranty Trust Company
           of New York and Florida National Bank, as Trustees, with
           reference to the modification and amendment of the Indenture.
           (Filed as Exhibit 4(c) to Florida Power's Registration
           Statement on Form S-3 (No. 2-79832) filed with the SEC on
           September 17, 1982.)

4.(i)*  -  Thirty-Eighth Supplemental Indenture dated as of July 25,
           1994, between Florida Power and First Chicago Trust Company
           of New York, as successor Trustee, Morgan Guaranty Trust
           Company of New York, as resigning Trustee, and First Union
           National Bank of Florida, as resigning Co-Trustee, with
           reference to confirmation of First Chicago Trust Company
           of New York as successor Trustee under the Indenture.
           (Filed as Exhibit 4.(f) to Florida Power's Registration
           Statement on Form S-3 (No. 33-55273) filed with the SEC on
           August 29, 1994.)

4.(j)*  -  Specimen Common Stock certificate of the Company.  (Filed
           as Exhibit 4.(j) to the Company's Registration Statement on
           Form S-3 (No. 33-56873) filed with the SEC on December 15,
           1994.)

4.(k)   -  Stock Plan for Non-Employee Directors of Florida Progress
           Corporation and Subsidiaries.

5       -  Opinion of Kenneth E. Armstrong, Esq. regarding the legality
           of the Common Stock to be issued.

23.(a)  -  Consent of KPMG Peat Marwick, independent certified public
           accountants.

23.(b)  -  Consent of Kenneth E. Armstrong, Esq. is contained in his
           opinion filed as Exhibit 5.

24      -  Powers of Attorney are included on the signature page of
           this Registration Statement.

________
*Incorporated herein by reference.

                                       5
Item 9.  Undertakings.

      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
      a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by section 10(a)(3)
         of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.  Notwithstanding the foregoing,
         any increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the
         estimated maximum offering range may be reflected in the form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         20 percent change in the maximum aggregate offering price set forth in
         the "Calculation of Registration Fee" table in the effective
         registration statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

      provided, however, that paragraphs (i) and (ii) above do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by the registrant pursuant to Section 13 or Section 15(d) of
      the Securities Exchange Act of 1934 that are incorporated by reference in
      this registration statement.

         (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
      any of the securities being registered which remain unsold at the
      termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the

                                       6
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       7
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 18th day of
April, 1996.

                                       FLORIDA PROGRESS CORPORATION

                                       By: /s/ Jack B. Critchfield
                                       Jack B. Critchfield, Chairman and
                                       Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Florida Progress Corporation (the "Company"), a Florida
corporation, for himself or herself and not for one another, does hereby
constitute and appoint KENNETH E. ARMSTRONG, JEFFREY R. HEINICKA, JAMES V.
SMALLWOOD and DOUGLAS E. WENTZ, and each of them, a true and lawful attorney in
his or her name, place and stead, in any and all capacities, to sign his or her
name to any and all amendments, including post-effective amendments, to this
registration statement with respect to the proposed issuance, sale and delivery
by the Company of shares of its Common Stock pursuant to the Stock Plan for
Non-Employee Directors of Florida Progress Corporation and Subsidiaries, and to
cause the same to be filed with the Securities and Exchange Commission, granting
unto said attorneys and each of them full power and authority to do and perform
any act and thing necessary and proper to be done in the premises, as fully to
all intents and purposes as the undersigned could do if personally present, and
each of the undersigned for himself or herself hereby ratifies and confirms all
that said attorneys or any one of them shall lawfully do or cause to be done by
virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                      Title                        Date
(i)   /s/ Jack B. Critchfield              Chairman, Chief Executive         April 18, 1996
      ------------------------------           Officer and Director
      Jack B. Critchfield                              
      Principal Executive Officer

(ii)  /s/ Jeffrey R. Heinicka              Senior Vice President and         April 18, 1996
      --------------------------------      Chief Financial Officer
      Jeffrey R. Heinicka                              
      Principal Financial Officer

(iii) /s/ John Scardino, Jr.              Vice President and Controller      April 18, 1996
      --------------------------------
      John Scardino, Jr.
      Principal Accounting Officer
8
(iv)  A majority of the Directors, including (i) above:

      Signature                                        Title                      Date
/s/ Willard D. Frederick, Jr.                         Director               April 18, 1996
 -------------------------------
Willard D. Frederick, Jr.

/s/ Michael P. Graney                                 Director               April 18, 1996
 -------------------------------
Michael P. Graney

/s/ Richard Korpan                                    Director               April 18, 1996
 -------------------------------
Richard Korpan

/s/ Clarence V. McKee                                 Director               April 18, 1996
 -------------------------------
Clarence V. McKee

/s/ Vincent J. Naimoli                                Director               April 18, 1996
 -------------------------------
Vincent J. Naimoli

/s/ Richard A. Nunis                                  Director               April 18, 1996
 -------------------------------
Richard A. Nunis

/s/ Charles B. Reed                                   Director               April 18, 1996
 -------------------------------
Charles B. Reed

/s/ Joan D. Ruffier                                   Director               April 18, 1996
 -------------------------------
Joan D. Ruffier

/s/ Robert T. Stuart, Jr.                             Director               April 18, 1996
 -------------------------------
Robert T. Stuart, Jr.

/s/ Jean Giles Wittner                                Director               April 18, 1996
 -------------------------------
Jean Giles Wittner
9
EXHIBIT INDEX

4.(a)*   -  Restated Articles of Incorporation, as amended, of the Company.
            (Filed as Exhibit 3(a) to the Company's Annual Report on Form 10-K
            for the year ended December 31, 1991 as filed with the SEC (File No.
            1-8349) on March 30, 1992.)

4.(b)*   -  Shareholder Rights Agreement, dated as of November 21, 1991,
            between the Company and Manufacturers Hanover Trust Company, with
            form of Rights Certificate attached thereto as Exhibit A. (Filed as
            Exhibit 4(a) to the Company's Form 8-K, dated (date of event
            reported) November 21, 1991, as filed with the SEC (File No. 1-8349)
            on November 27, 1991.)

4.(c)*   -  Amended Articles of Incorporation, as amended, of Florida Power
            Corporation ("Florida Power"). (Filed as Exhibit 3(a) to the Florida
            Power Annual Report on Form 10-K for the year ended December 31,
            1991 as filed with the SEC (File No. 1-3274) on March 30, 1992.)

4.(d)*   -  Indenture, dated as of January 1, 1944 (the "Indenture"), between
            Florida Power and Guaranty Trust Company of New York and The Florida
            National Bank of Jacksonville, as Trustees. (Filed as Exhibit B-18
            to Florida Power's Registration Statement on Form A-2 (No. 2-5293)
            filed with the SEC on January 24, 1944.)

4.(e)*   -  Seventh Supplemental Indenture, dated as of July 1, 1956, between
            Florida Power and Guaranty Trust Company of New York and The Florida
            National Bank of Jacksonville, as Trustees, with reference to the
            modification and amendment of the Indenture. (Filed as Exhibit 4(b)
            to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
            filed with the SEC on September 27, 1991.)

4.(f)*   -  Eighth Supplemental Indenture, dated as of July 1, 1958, between
            Florida Power and Guaranty Trust Company of New York and The Florida
            National Bank of Jacksonville, as Trustees, with reference to the
            modification and amendment of the Indenture. (Filed as Exhibit 4(c)
            to Florida Power's Registration Statement on Form S-3 (No. 33-16788)
            filed with the SEC on September 27, 1991.)

                                      10
4.(g)*   -  Sixteenth Supplemental Indenture, dated as of February 1, 1970,
            between Florida Power and Morgan Guaranty Trust Company of New York
            and The Florida National Bank of Jacksonville, as Trustees, with
            reference to the modification and amendment of the Indenture. (Filed
            as Exhibit 4(d) to Florida Power's Registration Statement on Form
            S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)

4.(h)*   -  Twenty-Ninth Supplemental Indenture dated as of September 1, 1982,
            between Florida Power and Morgan Guaranty Trust Company of New York
            and Florida National Bank, as Trustees, with reference to the
            modification and amendment of the Indenture. (Filed as Exhibit 4(c)
            to Florida Power's Registration Statement on Form S-3 (No. 2-79832)
            filed with the SEC on September 17, 1982.)

4.(i)*  -  Thirty-Eighth Supplemental Indenture dated as of July 25,
           1994, between Florida Power and First Chicago Trust Company
           of New York, as successor Trustee, Morgan Guaranty Trust
           Company of New York, as resigning Trustee, and First Union
           National Bank of Florida, as resigning Co-Trustee, with
           reference to confirmation of First Chicago Trust Company
           of New York as successor Trustee under the Indenture.
           (Filed as Exhibit 4.(f) to Florida Power's Registration
           Statement on Form S-3 (No. 33-55273) filed with the SEC on
           August 29, 1994.)

4.(j)*  -  Specimen Common Stock certificate of the Company.  (Filed
           as Exhibit 4.(j) to the Company's Registration Statement on
           Form S-3 (No. 33-56873) filed with the SEC on December 15,
           1994.)

4.(k)    -  Stock Plan for Non-Employee Directors of Florida Progress
            Corporation and Subsidiaries.

5.       -  Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
            Common Stock to be issued.

23.(a)   -  Consent of KPMG Peat Marwick, independent certified public
            accountants.

23.(b)   -  Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
            filed as Exhibit 5.

24       -  Powers of Attorney are included on the signature page of this
            Registration Statement.

__________
*  Incorporated herein by reference.

                                     11