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                          	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 March 31, 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                                56-0165465
_____________________________________________________________________________
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
       	 or organization)                                   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
April 30, 1997:   151,049,522

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                   	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
March 31, 1997.


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


                     	Results Of Operations
          	For the Three and Twelve Months Ended March 31, 1997,
       	As Compared With the Corresponding Periods One Year Earlier
        ___________________________________________________________

                       Operating Revenues
                       __________________

      For the three and twelve months ended March 31, 1997,
operating revenues were affected by the following factors (in
millions):

                              		Three Months	       Twelve Months
                                ____________        _____________
			
Weather                   	 $      (48)		        $    (75)

Power Agency		                     (17)	              (22)
	
NCEMC Load Loss		    	              --          		    (70)
			
Price                 	 	  	        (3) 	             (25)
			
Sales to Other Utilities	    	 	    (8)         	      (1)

Customer Growth/Changes			
   In Usage Patterns	 	   	          8	  	             53
			
Other		                             --  	  	            6
			                              ______              ______
   Total                        $  (68)	          $  (134)


     The decrease in the weather component of revenue for the
three and twelve months ended March 31, 1997, is the result of
milder than normal temperatures in the current periods as compared
to more extreme weather patterns in the prior periods.  For both
comparison periods, sales to North Carolina Eastern Municipal
Power Agency (Power Agency) decreased due to the increased
availability of generating units owned jointly by the Company and
Power Agency.  The loss of 200 megawatts of load from North
Carolina Electric Membership Corporation (NCEMC) began in January
1996.  For both periods, the majority of the decrease in the price
component of revenue is attributable to a decrease in the fuel
cost component of revenue.

                        Operating Expenses
                        __________________

     The decrease in fuel expense for the three months ended
March 31, 1997 includes a decrease of approximately $19 million
due to a change in generation mix.  Fossil generation, as a
percentage of total

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generation, decreased from 59	% to 47% and
lower-cost nuclear generation increased from 39% to 51%.  The
change in generation mix is due primarily to the timing of
refueling outages of the Company's nuclear facilities.  Also
contributing to the decrease is a 4.5% decrease in total
generation due to lower sales.  These decreases are partially
offset by a $21 million increase in deferred fuel costs due to
over-recovery of current fuel costs and changes in recovery of
prior period fuel costs.

      The decrease in fuel expense for the twelve months ended
March 31, 1997 includes a decrease of approximately $35 million
due to a change in generation mix.  Fossil generation, as a
percentage of total generation, decreased from 57	% to 51% and
lower-cost nuclear generation increased from 41% to 47%.  The
change in generation mix is due primarily to the timing of
refueling outages of the Company's nuclear facilities.  Also
contributing to the decrease for the twelve-month period was a
reduction in the cost of coal due to renegotiated coal contracts
and increased spot market coal purchases.  These reductions were
partially offset by an over-recovery of current fuel costs,
resulting in increased deferred fuel costs.

     Purchased power decreased for the three and twelve months
ended March 31, 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 on September 26, 1996.

     Operation and maintenance expense decreased for the three
and twelve months ended March 31, 1997 due to cost reduction
efforts and the timing of plant outages. There were more nuclear
plant refueling outages in the prior periods,  resulting in higher
expense for those periods as compared to the current 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 Plant,
over a three-year period beginning January 1, 1997.   Depreciation
and amortization for the three and twelve months ended March 31,
1997, includes approximately $17 million related to accelerated
amortization of these regulatory assets.  See additional
discussion of the abandonment adjustment in the Retail Rate
Matters section of Other Matters.  The increase in depreciation
and amortization expense for the three and twelve months ended
March 31, 1997 also includes amortization of deferred Hurricane
Fran operation and maintenance expenses of $2.9 million and $6.8
million, respectively.

     The decrease in income tax expense for the three and twelve
months ended March 31, 1997, is primarily due to a decrease in
operating income.

                          Other Income
                          ____________

     Allowance for equity funds used during construction
decreased for the three and twelve months ended March 31, 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 decrease in other income, net for the three months ended
March 31, 1997, is primarily due to losses incurred in the start-
up phases of certain non-regulated investments.  For the twelve-
month period ended March 31, 1997, other income, net, increased
due to an adjustment of $22.9 million to the unamortized balance
of abandonment costs related to the Harris Plant.  See additional
discussion of the abandonment adjustment in the Retail Rate
Matters section of Other Matters.  The increase for the twelve-
month period was partially offset by losses incurred in the start-
up phases of certain non-regulated investments.

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                       Interest Charges
                       ________________

     Interest charges on long-term debt decreased for all
reported periods primarily due to reduced long-term debt in the
current periods as well as refinancings at lower interest costs.

     Other interest charges decreased for the twelve months ended
March 31, 1997 primarily due to a $6 million interest accrual
recorded in the prior period that related to the 1995 North
Carolina Utilities Commission Fuel Order.

        Material Changes In Liquidity And Capital Resources
           	From December 31, 1996, to March 31, 1997
          	and From March 31, 1996, to March 31, 1997
           __________________________________________

                    Capital Requirements
                    ____________________

     The proceeds of the issuance of short-term debt and/or
internally generated funds financed the redemption or retirement
of long-term debt totaling $60 million and $265 million during the
three and twelve months ended March 31, 1997, respectively.

     On May 7, 1997, the Company announced plans to redeem on
July 1, 1997, 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.  The redemptions will be
funded with additional commercial paper borrowings and/or
internally generated funds.

    	The Company's capital structure as of March 31 was as follows:

                               1997              1996
                               ____              ____

Common Stock Equity           50.44%            49.47%

Long-term Debt                46.89%            47.83%

Preferred Stock                2.67%             2.70%

     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.

                            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 cannot predict the outcome
of this matter.

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     Additionally, 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
Plant, over a three-year period beginning January 1, 1997. This
accelerated amortization will reduce income by approximately $13
million, after tax, in each of the three years. In anticipation of
approval of the proposal in 1997, the unamortized balance of plant
abandonment costs related to the Harris 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.  Investments in
KBI amounted to $9 million in 1996.  On May 6, 1997, CaroCapital
entered into a merger agreement pursuant to which KBI will be
merged into CaroCapital.  The merger agreement provides that the
remaining KBI stock will be exchanged for shares of common stock
of the Company according to a market value formula.  The merger
agreement provides for initial payments totaling  approximately
$22 million, payable primarily in unregistered restricted shares
of the Company's common stock.  The merger agreement also provides
for other incentive payments based on CaroCapital's future results
of operations.  If earned, these additional payments will be made
primarily in unregistered restricted shares of the Company's
common stock.  The closing of the merger is subject to certain
regulatory approvals.  The Company cannot predict the outcome of
this matter.

                             Competition
                             ___________

   	On January 29, 1997, representatives of both houses of the
North Carolina General Assembly filed bills calling for the
establishment of a commission, comprised of representatives from
retail customers, electric companies and other interested parties.
 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 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.  In addition, by letter dated May 6, 1997, the Speaker of the
South Carolina House of Representatives requested that the South
Carolina Public Service Commission prepare a proposal for the
deregulation and restructuring of electricity in South Carolina,
with a report date of January 31, 1998. The Company cannot
predict the outcome of these matters.

    	On April 8, 1997, a bill was introduced in Congress calling
for all customers to be able to choose their power suppliers by
January 1, 1999.  The bill calls for a federal mandate of
deregulation, rather than a state-by-state approach. The Company
cannot predict the outcome of this matter.

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                  	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	          )
                                        )
                                        )
                                        )                         	
Item 3.	Defaults upon Senior Securities )   	Not applicable for the quarter
                                        )	   ended March 31, 1997.
                                        )
                                        )
Item 4.	Submission of Matters to a Vote	)	
of Security Holders	                    )
                                        )


Item 5.	Other Information
_________________________

1. (Reference is made to the Company's 1996 Form 10-K,
Competition and Franchises, paragraph 1.b.,
page 6.)  With regard to the bills filed with the
North Carolina General Assembly (General Assembly)
calling for a study of the future of the electric
utility industry in North Carolina, on April 17,
1997, the General Assembly approved legislation
establishing a 23-member study commission.  The
commission will present an interim report to the
General Assembly in 1998, 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 by October 1, 1998 for residential
customers; by January 1, 1999 for commercial
customers; and by July 1, 1999 for industrial
customers.

By letter dated May 6, 1997, the Speaker of the
South Carolina House of Representatives requested
that the South Carolina Public Service Commission
prepare a proposal for the deregulation and
restructuring of electricity in South Carolina,
with a report date of January 31, 1998.

On April 8, 1997, a bill was introduced in
Congress calling for all customers to be able to
choose their power suppliers by January 1, 1999.
The bill calls for a federal mandate of
deregulation, rather than a state-by-state
approach.

The Company cannot predict the outcome of these matters.

2.	(Reference is made to the Company's 1996 Form 10-K,
Other Matters, paragraph 1, page 24.)  With
regard to the Independent Consultant's Safety
Inspection Report (Report) required to be filed
under Federal Energy Regulatory Commission (FERC)
Regulation 18 CFR Part 12, on February 27, 1997,
the Company received a letter from the FERC
pertaining to the Company's Report filed in
November 1994.  The FERC submitted comments on the
Report and requested that further analysis be
conducted.  The Company is in the process of
reviewing the FERC's comments and preparing its
response to the
<PAGE> 7

letter.  The Company cannot predict the outcome of this matter.

3.	(Reference is made to the Company's 1996 Form 10-K,
Other Matters, paragraph 7, page 26.)  With
regard to the Company's wholly owned subsidiary,
CaroCapital, Inc. (CaroCapital), on May 6, 1997,
CaroCapital entered into a merger agreement
pursuant to which Knowledge Builders, Inc. (KBI),
will be merged into CaroCapital.  KBI is an
energy-management software and control systems
company in which CaroCapital purchased a forty
percent (40%) equity interest in 1996.  The merger
agreement provides that the remaining KBI stock
will be exchanged for shares of Common Stock of
the Company according to a market value formula.
The merger agreement provides for initial payments
totaling approximately $22 million, payable
primarily in unregistered restricted shares of the
Company's Common Stock.  The merger agreement also
provides for other incentive payments that may be
earned by the KBI founders based on CaroCapital's
future results of operations.  If earned, these
additional payments will be made primarily in
unregistered, restricted shares of the Company's
Common Stock (valued according to a market value
formula).  The closing of the merger is subject to
certain regulatory approvals.  The Company filed
applications for authority to issue additional
shares of Common Stock in connection with the
merger with the North Carolina Utilities
Commission (Docket No. E-2, Sub 711) and the South
Carolina Public Service Commission (Docket No.
97-170-E) on April 28, 1997 and April 29, 1997,
respectively.  The Company cannot predict the
outcome of these matters.


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

       (a)	Exhibits

           None.

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


     	Date of Report
	(Earliest Event Reported)   	  Date of Signature      Items Reported
___________________________     _________________      ______________

          NONE

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                        	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
                             	Executive Vice President and
                               	Chief Financial Officer


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

Date:    May  13, 1997