UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q
                                   (Mark One)

             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from    to
                                                       --   --
                          Commission file number 1-3382

                         CAROLINA POWER & LIGHT COMPANY
             (Exact name of registrant as specified in its charter)


                                 North Carolina
         (State or other jurisdiction of incorporation or organization)

                                   56-0165465
                      (I.R.S. Employer Identification No.)


           411 Fayetteville Street, Raleigh, North Carolina 27601-1748
                  (Address of principal executive offices) (Zip Code)

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



                    (Former name, former address and former fiscal
                       year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
                                             ---    ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of the latest  practicable  date.  Common Stock  (Without Par
Value) shares outstanding at July 31, 1997: 151,340,394



<PAGE>






                          PART I. FINANCIAL INFORMATION

Item 1.          Financial Statements

         Reference is made to the attached Appendix  containing the Consolidated
Interim Financial Statements for the periods ended June 30, 1997.

Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations


                              RESULTS OF OPERATIONS
            For the Three, Six and Twelve Months Ended June 30, 1997,
           As Compared With the Corresponding Periods One Year Earlier
           -----------------------------------------------------------


                               Operating Revenues
                               ------------------

         For the three,  six and twelve  months ended June 30,  1997,  operating
revenues were affected by the following factors (in millions):


                                       Three Months  Six Months  Twelve Months

Weather ............................   $(43)          $(91)          $(140)

Customer Growth / Changes In
Usage Patterns .....................     33             41              73

Power Agency .......................     (4)           (20)            (27)

NCEMC Load Loss ....................     --             --             (47)

Price ..............................     (8)           (11)            (19)

Sales to Other Utilities ...........      1             (7)             (3)

Other ..............................      1              1               5
------------------------------------   ----           ----           -----

     Total .........................   $(20)          $(87)          $(158)
                                       =====          =====           =====



         The decrease in the weather component of revenue for the three, six and
twelve  months  ended  June 30,  1997,  is the  result  of  milder  than  normal
temperatures in the current periods as compared to more extreme weather patterns
in the prior  periods.  The  increase  in  customer  growth /  changes  in usage
patterns  component of revenue for all comparison  periods is primarily a result
of  economic  growth  within the  Company's  service  territory.  Sales to North
Carolina Eastern Municipal Power Agency (Power Agency) decreased for the six and
twelve months ended June 30, 1997, due to the impacts of milder  weather,  along
with the increased  availability in the current period of generating units owned
jointly by the  Company  and Power  Agency.  Beginning  in January  1996,  North
Carolina  Electric  Membership  Corporation  (NCEMC)  replaced  200  MW of  load
capacity  it  formerly  purchased  from the Company  with power  purchases  from
another supplier.  For all comparison periods, part of the decrease in the price
component of revenue is attributable to a decrease in the fuel cost component of
revenue,  along  with the  impact of  changes  to the NCEMC  Power  Coordination
Agreement, which became effective in January 1997.


                               Operating Expenses
                               ------------------


         The  increase in fuel expense for the three months ended June 30, 1997,
reflects changes in the generation mix due to the refueling outage at the Harris
Nuclear Plant,  which  resulted in a higher ratio of fossil  generation to total
generation  in the  current  period.  This  increase  is  partially  offset by a
decrease  in  deferred  fuel  costs due to  under-recovery  of fuel costs in the
current  quarter.  The decrease in fuel expense for the twelve months ended June
30, 1997,  primarily reflects decreases in generation as a result of lower sales
during the current period.


         Purchased  power  decreased for the three,  six and twelve months ended
June 30, 1997, primarily due to amendments to electric purchase power agreements
between the Company and Cogentrix of North Carolina,  Inc. and Cogentrix Eastern
Carolina Corporation, which became effective in September 1996.


         The increase in other operation and maintenance  expense for the three-
and  twelve-month  periods  is  primarily  as a result  of the  timing  of plant
outages.  There were more  outages in the current  periods,  resulting in higher
expense as compared to the prior periods.

         In  December  1996,  the North  Carolina  Utilities  Commission  (NCUC)
authorized the Company to accelerate  amortization of certain  regulatory assets
over a three-year  period  beginning  January 1, 1997. In March 1997,  the South
Carolina  Public  Service  Commission  (SCPSC)  approved a similar  plan for the
Company to accelerate the amortization of certain regulatory  assets,  including
plant  abandonment  costs related to the Harris Nuclear Plant, over a three-year
period beginning  January 1, 1997.  Depreciation and amortization for the three,
six and twelve months ended June 30, 1997,  includes  approximately $17 million,
$34 million, and $34 million, respectively,  related to accelerated amortization
of these  regulatory  assets.  The  increase in  depreciation  and  amortization
expense for the three,  six and twelve months ended June 30, 1997, also reflects
amortization of deferred  Hurricane Fran operation and  maintenance  expenses of
approximately  $3 million,  $6 million  and $10  million,  respectively,  in the
current periods.

         Income tax  expense  decreased  for all  periods  due to a decrease  in
operating  income and the impact of tax provision  adjustments  recorded in June
1996 and June 1997 for potential audit issues in open tax years.


                                  Other Income
                                  ------------


          Allowance for equity funds used during construction  decreased for the
three,  six and  twelve  months  ended June 30,  1997,  in  accordance  with the
application  of  the  formula   prescribed  by  the  Federal  Energy  Regulatory
Commission.  During  the  current  periods,  a greater  proportion  of the total
allowance for funds used during construction was credited to interest charges as
allowance for borrowed funds used during construction.

         The  increase  in  interest  income for all periods is a result of $8.7
million of  interest  income  that was  recorded  in the second  quarter of 1997
related to an income tax refund.

         The change in other income,  net, for the three,  six and twelve months
ended June 30, 1997, includes losses recorded in the current periods incurred in
the  start-up  phases of certain  non-regulated  investments  and  decreases  in
certain  income items,  none of which is  individually  significant.  Offsetting
these decreases in the current  twelve-month  period, was an adjustment of $22.9
million to the  unamortized  balance of abandonment  costs related to the Harris
Nuclear Plant.  See additional  discussion of the abandonment  adjustment in the
Retail Rate Matters section of Other Matters.


                                Interest Charges
                                ----------------


          Interest  charges on long-term debt decreased for all reported periods
primarily due to reduced  long-term  debt  balances.  Also  contributing  to the
decrease in interest  charges for the twelve-month  period were  refinancings of
long-term debt with lower interest cost commercial paper borrowings.

         Other interest  charges  decreased for the twelve months ended June 30,
1997,  primarily  due to a $6 million  interest  accrual  recorded  in the prior
period related to the 1995 NCUC fuel order.



               MATERIAL CHANGES IN LIQUIDITY AND CAPITAL RESOURCES
                    From December 31, 1996, to June 30, 1997
                    and From June 30, 1996, to June 30, 1997
                    ----------------------------------------

                              Capital Requirements
                              --------------------

         The Company did not issue  long-term  debt in the  twelve-month  period
ended June 30, 1997.  The proceeds from the issuance of  short-term  debt and/or
internally  generated  funds  financed the redemption or retirement of long-term
debt  totaling  $60 million and $135  million  during the six and twelve  months
ended June 30, 1997, respectively.


         On July 1, 1997,  the  Company  redeemed  all  500,000  shares of $7.72
Serial  Preferred Stock and all 350,000 shares of $7.95 Serial  Preferred Stock,
both at a redemption  price of $101 per share.  On June 30, 1997,  $84.4 million
was  reclassified  to current  liabilities.  The  redemptions  were  funded with
additional commercial paper borrowings and/or internally generated funds.


         The Company's capital structure as of June 30 was as follows:


                                                   1997         1996
                                                 -------      -------

Common Stock Equity ....................          51.14%       49.32%


Long-term Debt .........................          47.74%       47.99%


Preferred Stock ........................           1.12%        2.69%


         The Company's  First Mortgage Bonds are currently rated "A2" by Moody's
Investors Service,  "A" by Standard & Poor's and "A+" by Duff & Phelps.  Moody's
Investors Service,  Standard & Poor's and Duff & Phelps have rated the Company's
commercial paper "P-1," "A-1" and "D-1," respectively.


<PAGE>


                                  OTHER MATTERS

                               Retail Rate Matters
                               -------------------


         A petition was filed in July 1996 by the Carolina  Industrial Group for
Fair Utility Rates (CIGFUR) with the NCUC,  requesting  that the NCUC conduct an
investigation  of the Company's  base rates or treat its petition as a complaint
against the Company.  The petition  alleged that the Company's  return on equity
(which was authorized by the NCUC in the Company's last general rate  proceeding
in 1988) and earnings are too high. In December  1996,  the NCUC issued an order
denying  CIGFUR's  petition and stating that it tentatively  found no reasonable
grounds to proceed  with  CIGFUR's  petition as a  complaint.  In January  1997,
CIGFUR filed its Comments  and Motion for  Reconsideration  to which the Company
responded. On February 6, 1997, the NCUC issued an order denying CIGFUR's Motion
for  Reconsideration.  On February 25, 1997,  CIGFUR filed a Notice of Appeal of
the NCUC's decision with the North Carolina Court of Appeals.  The Company filed
its brief in this  matter on July 18,  1997.  The  Company  cannot  predict  the
outcome of this matter.

         In  December  1996,  the  Company  filed a  proposal  with the SCPSC to
accelerate   amortization  of  certain   regulatory   assets,   including  plant
abandonment  costs related to the Harris Nuclear Plant, over a three-year period
beginning  January 1, 1997. In anticipation of approval of the proposal in 1997,
the unamortized balance of plant abandonment costs related to the Harris Nuclear
Plant was  adjusted in 1996 to reflect the present  value  impact of the shorter
recovery  period.   This  adjustment  resulted  in  an  increase  in  income  of
approximately  $14 million,  after tax, in the fourth  quarter of 1996. On March
20, 1997, the SCPSC approved the Company's accelerated amortization proposal.


                                 Other Business
                                 --------------


         In  1996,   the  Company   established   a  wholly  owned   subsidiary,
CaroCapital,  Inc.  (CaroCapital),  which  purchased a minority  equity interest
(40%) in Knowledge  Builders,  Inc.  (KBI),  an  energy-management  software and
control  systems  company.  On May 6, 1997,  CaroCapital  entered  into a merger
agreement pursuant to which KBI was merged into CaroCapital.  In connection with
the  merger,  the  remaining  KBI stock was  exchanged  for common  stock of the
Company according to a market value formula. The merger resulted in the issuance
of  approximately  604,000 shares of the Company's common stock (valued at $20.5
million) and a cash payment of $1.9 million.  The merger agreement also provided
for incentive payments based on CaroCapital's  future results of operations.  If
earned,  these  additional  payments  will be made  primarily  in  shares of the
Company's common stock. The merger was completed on June 5, 1997.  Following the
completion of the merger,  CaroCapital was renamed Strategic  Resource Solutions
Corp., a North Carolina Enterprise Corporation.


                                   Competition
                                   -----------


         On April  17,  1997,  the  North  Carolina  General  Assembly  approved
legislation  establishing a 23-member study commission to evaluate the future of
electric  service in the state.  The members of the commission will be comprised
of legislators and representatives from retail customers, electric companies and
other  interested  parties.  The commission  will examine a wide range of issues
related to the cost and  delivery of electric  service,  including  the issue of
customer  choice of  electric  providers.  The  commission  will make an interim
report to the 1998 General  Assembly  and a final report in 1999.  Also on April
17, 1997, a bill was introduced in the North  Carolina House of  Representatives
calling for retail electric competition. The bill would require that residential
customers  be able to choose  their  provider  by October  1,  1998,  commercial
customers by January 1, 1999,  and  industrial  customers  by July 1, 1999.  The
Company cannot predict the outcome of these matters.

         On  February 6, 1997,  representatives  in the South  Carolina  General
Assembly  introduced a bill calling for a transition to full  competition in the
electric utility  industry  beginning in 1998. No action was taken on this bill.
In  addition,  by letter  dated May 6, 1997,  the Speaker of the South  Carolina
House of  Representatives  requested  that the SCPSC  prepare a proposal for the
deregulation and  restructuring of electricity in South Carolina,  with a report
date of  January  31,  1998.  The SCPSC has  requested  and  received  comments,
including those filed by the Company, on deregulation and has invited interested
parties to make  presentations  on August 19, 1997. The South  Carolina  General
Assembly's  Utility  Subcommittee  has scheduled a series of hearings around the
state   beginning  this  August  in  order  to  receive  citizen  input  on  the
deregulation issue. The Company cannot predict the outcome of these matters.

         Numerous bills have been introduced in both the House and Senate of the
105th Congress  concerning the  restructuring of the electric utility  industry.
There is little  consensus among key provisions of the various bills.  Some bill
sponsors  have held  workshops  and  hearings  to  discuss  various  aspects  of
restructuring.  No  legislation  has been passed to date in this  session.  More
restructuring-related  bills are expected to be introduced later in the session.
The Company cannot predict the outcome of these matters.

                        Impact of New Accounting Standard
                        ---------------------------------

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement of  Financial  Accounting  Standards  No. 128,  "Earnings  Per Share,"
(SFAS-128),  which changed the previous  standards on computing  and  presenting
earnings per share.  SFAS-128 is  effective  for fiscal  years  beginning  after
December 15, 1997;  earlier  application is not permitted.  The Company does not
expect the  adoption  of  SFAS-128  to have a material  impact on its  financial
statements.



<PAGE>


                           PART II. OTHER INFORMATION


Item 1.         Legal Proceedings
-------         -----------------
            

                Legal aspects of certain matters are set forth in Item 5 below.



Item 2.         Changes in Securities
-------         ---------------------

                (Reference  is made  to the  Company's  1996  Form  10-K,  Other
                Matters,  paragraph  7, page 26.  Reference  is also made to the
                Company's  Form 10-Q for the quarter ended March 31, 1997,  Item
                5, paragraph 3.)

                (a) Securities Sold. On June 5, 1997, the Company issued 603,872
                    shares of its Common  Stock  (Common  Shares) in  connection
                    with the merger of  Knowledge  Builders,  Inc.  (KBI) into a
                    wholly-owned subsidiary of the Company (CaroCapital, Inc., a
                    North  Carolina   Enterprise   Corporation,   since  renamed
                    Strategic  Resource  Solutions,   Corp.).  Of  these  Common
                    Shares,  583,200 shares were issued as merger  consideration
                    to the former  holders  of KBI  common  stock for KBI shares
                    that were canceled in the merger.  The  remaining  20,672 of
                    these Common Shares were issued to former holders of options
                    to  purchase  KBI common  stock,  as  consideration  for the
                    cancellation of those options.

                     Additional  Common  Shares (with a maximum  market value at
                    time of issuance of $11.4  million) will be issued as merger
                    consideration to the former holders of KBI common stock. The
                    number of these additional  Common Shares will depend on (A)
                    the results of operations of Strategic  Resource  Solutions,
                    Corp.  for fiscal years 1998 through 2001 and (B) the market
                    value of Common Shares immediately prior to issuance.

                     Up to  20,672  additional  Common  Shares  may be issued to
                    former  holders  of options to  purchase  KBI common  stock.
                    These  additional  Common  Shares would be issued on October
                    15,  1999,   subject  to  continuation  of  employment  with
                    Strategic Resource Solutions, Corp. through that date.

                    In connection  with the merger,  the Company also agreed to
                    make  certain  incentive  compensation  payments  based upon
                    future  performance of Strategic Resource  Solutions,  Corp.
                    through 2001. The payment obligations are subject to certain
                    vesting  requirements.   If  vested,  payments  are  payable
                    partially in restricted  shares of Common Stock.  The number
                    of shares to be issued, if any, cannot be determined at this
                    time.

                (b) Underwriters and Other Purchasers. No underwriters were used
                    in connection  with this issuance of Common  Shares.  Common
                    Shares (and the right to receive  additional  Common  Shares
                    subject to certain  conditions  described above) were issued
                    (A) as merger  consideration to former holders of KBI common
                    stock whose KBI shares  were  canceled in the merger and (B)
                    as  consideration  to former  holders of options to purchase
                    KBI common stock, as  consideration  for the cancellation of
                    those options.


                (c) Consideration.  The  consideration  for  the  Common  Shares
                    issued (and to be issued in the future as  described  above)
                    was the  cancellation  of former shares of KBI in the merger
                    and the  cancellation  of the  KBI  options  as a  condition
                    precedent to completion of the merger.


                (d) Exemption  from  Registration  Claimed.  The  Common  Shares
                    described  in this Item  were  (and  will be)  issued on the
                    basis of an exemption from  registration  under Section 4(2)
                    of the Securities Act of 1933. The Common Shares were issued
                    to a limited number of persons and subjected to restrictions
                    on  resale   appropriate   for   private   placements,   and
                    appropriate  disclosure  was  made  to all  persons  to whom
                    Common Shares were issued.




Item 3.         Defaults upon Senior Securities   ) Not applicable for the
------          -------------------------------     quarter ended June 30, 1997.
                                                  )
                                                  )


Item 4.         Submission of Matters to a Vote of Security Holders
-------         ---------------------------------------------------


                (a)  The Annual Meeting of the Shareholders was held on May 7,
                     1997.


                (b) The meeting  involved  the  election of Class II  directors.
                    Proxies  for  the  meeting   were   solicited   pursuant  to
                    Regulation  14, there was no  solicitation  in opposition to
                    management's nominees as listed below, and all such nominees
                    were elected.

                (c)  The total votes for the election of directors were as
                     follows:

                      Class II ..............    Votes For     Votes Withheld

                      (Term Expiring in 2000)

                      Edwin B. Borden .......    129,766,494     3,537,515
                      Richard L. Daugherty ..    129,724,639     3,579,370
                      Robert L. Jones .......    129,574,585     3,729,424



                    The Board of Directors'  proposal to approve the 1997 Equity
                    Incentive Plan was approved by the shareholders.  The number
                    of shares  voted for the proposal  was  113,487,684  and the
                    number of shares voted against the proposal was 15,352,897.





<PAGE>



Item 5.         Other Information
-------         -----------------

                1.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Generating Capability,  paragraph 3.a., page 4.) With regard
                    to the construction of two new combustion turbine generating
                    units,  located at the Company's  Darlington County Electric
                    Plant  near  Hartsville,  South  Carolina,  one  unit  began
                    operation on May 31, 1997, the other on June 12, 1997. These
                    units have a total generating  capacity of approximately 240
                    MW.

                2.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Generating Capability,  paragraph 3.d., page 4.) With regard
                    to the  Company's  June 12,  1996,  Request for Proposal for
                    purchasing  peaking power, on July 14, 1997, the Company and
                    PECO Power Team, a division of PECO Energy Co., announced an
                    agreement for the Company to purchase up to 300 megawatts of
                    peaking  power from PECO for the  summer  periods of 1999 to
                    2003.

                3.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Competition   and   Franchises,   paragraph  1.b.,  page  6.
                    Reference  is also made to the  Company's  Form 10-Q for the
                    quarter  ended March 31, 1997,  Item 5,  paragraph  1.) With
                    regard  to  the  23-member   deregulation  study  commission
                    established  by the North  Carolina  General  Assembly,  the
                    appointment  of the  commission  members is not  expected to
                    occur until this fall.

                    In South Carolina, 30 parties , including the Company, filed
                    comments  regarding  deregulation  with the  South  Carolina
                    Public Service  Commission  (SCPSC) on June 30, 1997.  Reply
                    comments  were filed on July 21,  1997.  Interested  parties
                    have  been  invited  to make  presentations  to the SCPSC on
                    August  19,  1997.  The South  Carolina  General  Assembly's
                    Utility Subcommittee has scheduled a series of hearings
                    around the state  beginning  this August in order to receive
                    citizen input on the deregulation issue.


                    The Company cannot predict the outcome of these matters.


                4.  (Reference is made to the Company's  1996 Form 10-K,  Retail
                    Rate  Matters,  paragraph  2, page  12.) With  regard to the
                    filing by Carolina  Industrial  Group for Fair Utility Rates
                    (CIGFUR) of a Notice of Appeal with the North Carolina Court
                    of Appeals,  the  Company  filed its brief with the court on
                    July 18,  1997.  The Company  cannot  predict the outcome of
                    this matter.

                5.  (Reference is made to the Company's  1996 Form 10-K,  Retail
                    Rate  Matters,  paragraph  4, page  13.) With  regard to the
                    annual  fuel  factor   hearing  before  the  North  Carolina
                    Utilities  Commission  (NCUC),  on June 5, 1997, the Company
                    filed its 1997 application  proposing to lower the Company's
                    billing fuel factor from 1.109 cents/kwh to 1.097 cents/kwh.
                    The fuel  factor  hearing  was held on August 5,  1997.  The
                    Company anticipates receiving a final order from the NCUC in
                    September.  The Company  cannot  predict the outcome of this
                    matter.



<PAGE>




                6.  (Reference is made to the Company's  1996 Form 10-K,  Retail
                    Rate Matters,  paragraph  5.a., page 14.) With regard to the
                    avoided cost proceedings with the NCUC, by order issued June
                    19, 1997,  the NCUC approved the updated  avoided cost rates
                    and provisions that were reflected in the Company's proposed
                    order.

                7.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Environmental  Matters,  paragraph 2, page 15.) In an effort
                    to resolve  ozone  non-attainment  issues in the  Northeast,
                    Chicago,  and Atlanta areas,  the  Environmental  Protection
                    Agency (EPA)  formed the Ozone  Transport  Assessment  Group
                    (OTAG),  a partnership  involving the EPA and  environmental
                    regulators from 37 states.  At its final meeting on June 20,
                    1997,  OTAG approved a  recommendation  endorsing a range of
                    potential   reductions  of  utility   Nitrogen  Oxide  (NOx)
                    emissions beyond the Phase II reductions. Specific reduction
                    targets  will be  proposed  by the  EPA on a  state-by-state
                    basis. The EPA's final rulemaking for the individual  states
                    is expected in late 1998. The Company  cannot  determine the
                    estimated costs for the further NOx reductions at this time.
                    The Company cannot predict the outcome of this matter.

                8.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Environmental matters,  paragraph 2, page 15) With regard to
                    revisions to existing air quality standards,  the EPA issued
                    final   regulations   revising   the  ozone   standard   and
                    establishing  a new  fine-particulate  standard  on July 17,
                    1997.  These  regulations  may require the  installation  of
                    additional  control  equipment  at  some  of  the  Company's
                    fossil-fueled  electric  generating  plants.  The Company is
                    evaluating  the  impact  of  the  new   regulations  on  its
                    facilities  and  cannot  determine  the  estimated  costs of
                    additional  controls  which may be required  for  compliance
                    with the new  standards.  The  Company  cannot  predict  the
                    outcome of this matter.

                9.  (Reference  is made to the Company's  1996 Form 10-K,  Other
                    Matters, paragraph 1, page 24. Reference is also made to the
                    Company's  Form 10-Q for the quarter  ended March 31,  1997,
                    Item  5,  paragraph  2.)  With  regard  to  the  Independent
                    Consultant's  Safety  Inspection Report required to be filed
                    under Federal Energy Regulatory Commission (FERC) Regulation
                    18 CFR Part 12, the  Company  filed a response  on April 24,
                    1997, to the FERC's  letter dated  February 27, 1997. In its
                    response,  the  Company  agreed  with  some  of  the  FERC's
                    comments and took  exception to others.  The Company has not
                    received a reply from the FERC as of this date. The Company 
                    cannot predict the outcome of this matter.


                10. (Reference  is made to the Company's  1996 Form 10-K,  Other
                    Matters, paragraph 7, page 26. Reference is also made to the
                    Company's  Form 10-Q for the quarter  ended March 31,  1997,
                    Item  5,   paragraph   3.)  With  regard  to  the  Company's
                    wholly-owned  subsidiary,  CaroCapital,  Inc. (CaroCapital),
                    the merger with Knowledge  Builders,  Inc. was completed and
                    applications for authority to issue additional shares of the
                    Company's  Common Stock in  connection  with the merger were
                    approved by the NCUC and the SCPSC on May 28, 1997, and June
                    5,  1997,  respectively.  Following  the  completion  of the
                    merger, CaroCapital's board of directors recommended and its
                    sole   shareholder   (the  Company)   adopted  a  resolution
                    approving  the  change of  CaroCapital's  name to  Strategic
                    Resource  Solutions  Corp.,  a  North  Carolina   Enterprise
                    Corporation.  Articles of  Amendment to change the name were
                    filed with the North Carolina Secretary of State on June 16,
                    1997. See additional  discussion of this transaction in Part
                    II, Item 2.


<PAGE>





  Item 6.       Exhibits and Reports on Form 8-K
  -------       --------------------------------


                (a) Exhibits Filed:


                     Exhibit No.             Description

                     3(i)                    Restated  Charter of Carolina
                                             Power & Light  Company  as amended
                                             on May 10, 1996.

                     3(ii)                   By-Laws of  Carolina  Power &
                                             Light   Company   as   amended   on
                                             September 18, 1996.

                     *10(a)                  1997  Equity  Incentive  Plan,
                                             approved    by    the     Company's
                                             shareholders May 7, 1997, effective
                                             as of  January  1,  1997  (filed as
                                             Appendix  A to the  Company's  1997
                                             Proxy    Statement,     File    No.
                                             001-03382).

                     10(b)                   Performance  Share  Sub-Plan of the
                                             1997 Equity Incentive Plan, adopted
                                             by   the    Personnel,    Executive
                                             Development    and     Compensation
                                             Committee    of   the    Board   of
                                             Directors, March 19, 1997, (subject
                                             to shareholder approval of the 1997
                                             Equity  Incentive  Plan,  which was
                                             obtained on May 7, 1997).



                (b) Reports on Form 8-K filed during or with respect to the
                    quarter:


                    None.




-------------

*Incorporated herein by reference as indicated.



<PAGE>



                                   SIGNATURES


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


                         CAROLINA POWER & LIGHT COMPANY
                                  (Registrant)


                              By /s/ Glenn E.Harder
                              ---------------------
                                 Glenn E. Harder
                          Executive Vice President and
                             Chief Financial Officer


                            By /s/ Bonnie V. Hancock
                            ------------------------
                                Bonnie V. Hancock
                          Vice President and Controller
                       (and Principal Accounting Officer)





Date:     August 13, 1997

<PAGE>