As filed with the Securities and Exchange Commission on March 31, 1999
                          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)

                           Pamela A. Saari, Treasurer
                          Florida Progress Corporation
                               One Progress Plaza
                            St. Petersburg, FL 33701
                                 (727) 820-5871
 (Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


<S>                           <C>              <C>           <C>         <C>    
                                                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.      $38.9062     $778,125       $217

Rights to purchase
units of Series A Junior
Participating Preferred Stock    (3)              (4)          (4)           (5)

                                                         
</TABLE>

<PAGE>


(1)    Pursuant to Rule 416, this  Registration  Statement  also relates to such
       indeterminate  number of  additional  securities  as may be issuable as a
       result of stock  splits,  stock  dividends,  recapitalizations,  mergers,
       reorganizations,  combinations  or  exchange  of shares or other  similar
       events.

(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
       March 29, 1999.

(3)    The rights ("Rights") to purchase units of Series A Junior  Participating
       Preferred Stock ("Series A Preferred") presently are attached to and will
       trade with the Common  Stock.  Each share of Common Stock  presently  has
       associated with it approximately  two-thirds of one Right to purchase one
       one-hundredth of a share of Series A Preferred, subject to adjustment.

(4)    The value attributable to the Rights, if any, is reflected in the  market
       price of the Common Stock.

(5)    Since no separate  consideration is paid for the Rights, the registration
       fee for such  securities  is  included  in the  registration  fee for the
       Common Stock.

Pursuant to Rule 429 under the Securities  Act, the prospectus  relating to this
registration  statement will be used as a combined prospectus in connection with
this registration statement and registration  statement no. 333-02619.  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.

This  registration  statement  shall  become  effective  upon  filing  with  the
Securities  and  Exchange  Commission  (the "SEC") in  accordance  with  General
Instruction D to Form S-8 and Section 8(A) of the  Securities  Act and Rules 456
and 462 promulgated thereunder.



                                  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, 1998, as filed with the SEC on March 19, 1999.

                                  2

<PAGE>

        2. 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."

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  and  General  Counsel 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

                                  3

<PAGE>
    
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.

       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

<PAGE>
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.)

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.)


                                         5

<PAGE>

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.  (Filed as Exhibit 4.(k) to the
                  Company's  Registration  Statement on Form S-8 (No. 333-02619)
                  filed with the SEC on April 18, 1996.)

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

23.(a)            - Consent  of   KPMG   LLP,   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.

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;

                                      6

<PAGE>

                  (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
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 31st day of
March, 1999.

                                  FLORIDA PROGRESS CORPORATION

                                  By:___/s/ Richard Korpan_______________
                                    Richard Korpan, Chairman of the Board,
                                    President 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,  Pamela A. Saari 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/Richard Korpan________       Chairman, President,         March 31, 1999
      Richard Korpan                 Chief Executive Officer
      Principal Executive Officer    and Director

(ii) /s/Edward W. Moneypenny         Senior Vice President and    March 31, 1999
      Edward W. Moneypenny            Chief Financial Officer
      Principal Financial Officer

(iii) /s/John Scardino _________     Vice President and           March 31, 1999
      John Scardino, Jr.             Controller
      Principal Accounting Officer

                                     8

<PAGE>

(iv) A majority of the Directors, including (i) above:

      Signature                           Title                     Date

/s/Willard D. Frederick_______            Director             March 31, 1999
Willard D. Frederick, Jr.

/s/ Michael P. Graney_________            Director             March 31, 1999
Michael P. Graney

/s/ Clarence V. McKee________             Director             March 31, 1999
Clarence V. McKee

/s/ Vincent J. Naimoli_________           Director             March 31, 1999
Vincent J. Naimoli

/s/ Richard A. Nunis__________            Director             March 31, 1999
Richard A. Nunis

/s/ Joan D. Ruffier____________           Director             March 31, 1999
Joan D. Ruffier

/s/ Robert T. Stuart, Jr. ________        Director             March 31, 1999
Robert T. Stuart, Jr.

/s/ Jean Giles Wittner __________         Director             March 31, 1999
Jean Giles Wittner






                                   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)*      - Amendment dated February 20, 1997, to Shareholder Rights Agreement
            dated  November 21,  1991,  between  Florida  Progress and The First
            National  Bank of  Boston.  (Filed as  Exhibit  4(a) to the  Florida
            Progress  Form 10-K for the year ended  December 31, 1996,  as filed
            with the SEC on March 27, 1997.)

4.(d)*      - Amendment dated February 20, 1997, to Shareholder Rights Agreement
            dated  November 21,  1991,  between  Florida  Progress and The First
            National  Bank of  Boston.  (Filed as  Exhibit  4(a) to the  Florida
            Progress  Form 10-K for the year ended  December 31, 1996,  as filed
            with the SEC on March 27, 1997.)

4.(e)*      - 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.(f)*      - 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.(g)*      - 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.(h)*      - 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.(i)*      - 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.(j)*      - 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.(k)*      -  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.(l)*      -  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.(m)*      -  Stock  Plan  for   Non-Employee  Directors  of  Florida  Progress
            Corporation  and  Subsidiaries.   (Filed as  Exhibit  4.(k)  to  the
            Company's Registration  Statement on  Form S-8 (No. 333-02619) filed
            with the SEC on April 18, 1996.)

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

23.(a)      -  Consent of KPMG LLP, 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
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As filed with the Securities and Exchange Commission on March 31, 1999
                          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)

                           Pamela A. Saari, Treasurer
                          Florida Progress Corporation
                               One Progress Plaza
                            St. Petersburg, FL 33701
                                 (727) 820-5871
 (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.      $38.9062     $778,125       $217

Rights to purchase
units of Series A Junior
Participating Preferred Stock    (3)              (4)          (4)           (5)
(1)    Pursuant to Rule 416, this  Registration  Statement  also relates to such
       indeterminate  number of  additional  securities  as may be issuable as a
       result of stock  splits,  stock  dividends,  recapitalizations,  mergers,
       reorganizations,  combinations  or  exchange  of shares or other  similar
       events.

(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
       March 29, 1999.

(3)    The rights ("Rights") to purchase units of Series A Junior  Participating
       Preferred Stock ("Series A Preferred") presently are attached to and will
       trade with the Common  Stock.  Each share of Common Stock  presently  has
       associated with it approximately  two-thirds of one Right to purchase one
       one-hundredth of a share of Series A Preferred, subject to adjustment.

(4)    The value attributable to the Rights, if any, is reflected in the  market
       price of the Common Stock.

(5)    Since no separate  consideration is paid for the Rights, the registration
       fee for such  securities  is  included  in the  registration  fee for the
       Common Stock.

Pursuant to Rule 429 under the Securities  Act, the prospectus  relating to this
registration  statement will be used as a combined prospectus in connection with
this registration statement and registration  statement no. 333-02619.  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.

This  registration  statement  shall  become  effective  upon  filing  with  the
Securities  and  Exchange  Commission  (the "SEC") in  accordance  with  General
Instruction D to Form S-8 and Section 8(A) of the  Securities  Act and Rules 456
and 462 promulgated thereunder.

                                  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, 1998, as filed with the SEC on March 19, 1999.

                                  2
2. 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."

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  and  General  Counsel 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

                                  3
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.

       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
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.)

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.)

                                         5
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.  (Filed as Exhibit 4.(k) to the
                  Company's  Registration  Statement on Form S-8 (No. 333-02619)
                  filed with the SEC on April 18, 1996.)

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

23.(a)            - Consent  of   KPMG   LLP,   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.

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;

                                      6
(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
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 31st day of
March, 1999.

                                  FLORIDA PROGRESS CORPORATION

                                  By:___/s/ Richard Korpan_______________
                                    Richard Korpan, Chairman of the Board,
                                    President 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,  Pamela A. Saari 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/Richard Korpan________       Chairman, President,         March 31, 1999
      Richard Korpan                 Chief Executive Officer
      Principal Executive Officer    and Director

(ii) /s/Edward W. Moneypenny         Senior Vice President and    March 31, 1999
      Edward W. Moneypenny            Chief Financial Officer
      Principal Financial Officer

(iii) /s/John Scardino _________     Vice President and           March 31, 1999
      John Scardino, Jr.             Controller
      Principal Accounting Officer

                                     8
(iv) A majority of the Directors, including (i) above:

      Signature                           Title                     Date

/s/Willard D. Frederick_______            Director             March 31, 1999
Willard D. Frederick, Jr.

/s/ Michael P. Graney_________            Director             March 31, 1999
Michael P. Graney

/s/ Clarence V. McKee________             Director             March 31, 1999
Clarence V. McKee

/s/ Vincent J. Naimoli_________           Director             March 31, 1999
Vincent J. Naimoli

/s/ Richard A. Nunis__________            Director             March 31, 1999
Richard A. Nunis

/s/ Joan D. Ruffier____________           Director             March 31, 1999
Joan D. Ruffier

/s/ Robert T. Stuart, Jr. ________        Director             March 31, 1999
Robert T. Stuart, Jr.

/s/ Jean Giles Wittner __________         Director             March 31, 1999
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)*      - Amendment dated February 20, 1997, to Shareholder Rights Agreement
            dated  November 21,  1991,  between  Florida  Progress and The First
            National  Bank of  Boston.  (Filed as  Exhibit  4(a) to the  Florida
            Progress  Form 10-K for the year ended  December 31, 1996,  as filed
            with the SEC on March 27, 1997.)

4.(d)*      - Amendment dated February 20, 1997, to Shareholder Rights Agreement
            dated  November 21,  1991,  between  Florida  Progress and The First
            National  Bank of  Boston.  (Filed as  Exhibit  4(a) to the  Florida
            Progress  Form 10-K for the year ended  December 31, 1996,  as filed
            with the SEC on March 27, 1997.)

4.(e)*      - 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.(f)*      - 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.(g)*      - 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.(h)*      - 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.(i)*      - 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.(j)*      - 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.(k)*      -  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.(l)*      -  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.(m)*      -  Stock  Plan  for   Non-Employee  Directors  of  Florida  Progress
            Corporation  and  Subsidiaries.   (Filed as  Exhibit  4.(k)  to  the
            Company's Registration  Statement on  Form S-8 (No. 333-02619) filed
            with the SEC on April 18, 1996.)

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

23.(a)      -  Consent of KPMG LLP, 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