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 September 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                                   56-0165465
   -----------------                                 ------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

           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 October 31, 1997: 150,340,394.

                                 
<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 September 30, 1997.

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


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

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

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




                                                   Three    Nine     Twelve
                                                   Months   Months   Months
                                                   ------   ------   ------
Customer Growth / Changes In
Usage Patterns .................................   $  61    $ 103    $ 124


Weather ........................................      21      (70)     (92)


Price ..........................................     (21)     (32)     (35)

Power Agency ...................................      (1)     (22)     (24)

NCEMC Load Loss ................................      --       --      (24)

Sales to Other Utilities .......................      14        7        9

Other ..........................................       1        2        4
------------------------------------------------   -----    -----    -----    

     Total .....................................   $  75    $ (12)   $ (38)
                                                   =====    ======   ======


         The  increase  in the  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.  The increase in the
weather  component  of revenue for the three  months  ended  September  30, 1997
reflects  a return  to more  normal  temperatures  in the  current  period.  The
decrease in the  weather  component  of revenue  for the nine and twelve  months
ended  September 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.  Both the  customer  growth / changes  in usage  patterns  and  weather
components of revenue were impacted by lost revenues  caused by Hurricanes  Fran
and  Bertha  in the  prior  periods.  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 Power
Coordination   Agreement   between  the  Company  and  North  Carolina  Electric
Membership  Corporation  (NCEMC),  which became  effective in January 1997.  The
decrease in revenue related to sales to North Carolina  Eastern  Municipal Power
Agency (Power Agency) for the nine- and twelve-month periods is primarily 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,  NCEMC  replaced 200 MW of load capacity it
formerly  purchased from the Company with power purchases from another supplier.
The  increase  in  revenues  from sales to other  utilities  for all  comparison
periods reflects the Company's increased bulk power marketing efforts.

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

         The  change in  purchased  power  for all  periods  includes  increased
purchases  from  other  utilities  resulting  from  the  Company's  more  active
participation  in bulk power  marketing.  These increases were offset to varying
extents by decreases in purchased  power as a result of  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.

         Other operation and maintenance  expense for all prior periods includes
Hurricane Fran expenses of $29.8 million. The Company received approval from the
North Carolina Utilities  Commission (NCUC) to defer total accumulated  expenses
of  approximately  $40 million  associated with Hurricane Fran and amortize them
over a 40-month  period.  These expenses were deferred during the fourth quarter
of 1996. Excluding the impact of Hurricane Fran, other operation and maintenance
expense  decreased $13.5 million and $14.5 million for the three and nine months
ended September 30, 1997, respectively.  The three-month decrease is primarily a
result of the timing of plant outages.  In the prior three-month  period,  there
were higher  expenses  associated  with nuclear plant outages as compared to the
current period.  The decrease for the nine-month period is partially a result of
decreased severance-related costs in the current period. Both comparison periods
also reflect the Company's  continued cost reduction  efforts,  particularly the
consolidation of customer service functions,  and the impact of Hurricane Bertha
striking the Company's service territory in July 1996.

         Other operation and maintenance expense increased $11.9 million for the
twelve-month period ended September 30, 1997,  excluding the impact of Hurricane
Fran expenses  incurred in the prior period and the  subsequent  deferral of all
Hurricane  Fran  expenses in the current  period.  This  increase is primarily a
result of increased  outage expense  incurred during the current period.  In the
current  twelve-month  period there were several  major fossil and nuclear plant
outages  that  resulted  in higher  expense  as  compared  to the prior  period.
Partially  offsetting these expenses were the Company's continued cost reduction
efforts and the impacts of  severance-related  costs and  Hurricane  Bertha,  as
discussed above.

         In  December  1996,  the 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,  nine and twelve  months  ended
September 30, 1997,  includes  approximately $17 million,  $51 million,  and $51
million,  respectively,  related to accelerated amortization of these regulatory
assets.  The increase in depreciation  and  amortization  expense for the three,
nine and twelve months ended September 30, 1997,  also reflects  amortization of
deferred expenses associated with Hurricane Fran of approximately $3 million, $9
million and $13 million, respectively, in the current periods.

         Income tax expense  increased  $33 million for the  three-month  period
primarily  due to an increase  in pre-tax  operating  income.  For the nine- and
twelve-month  periods,  income tax expense  decreased  $28.3 and $50.4  million,
respectively  due to a reduction  in pre-tax  operating  income,  as well as the
impact of  current  and prior  period tax  provision  adjustments  recorded  for
potential audit issues in open tax years.


<PAGE>



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

          Allowance for equity funds used during construction  decreased for the
nine and  twelve  months  ended  September  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.

         Interest  income  increased  for all periods  primarily  as a result of
interest income of $1.3 million, $10.0 million and $10.0 million recorded during
the three,  nine and twelve  months  ended  September  30,  1997,  respectively,
related to an income tax refund.

          The change in other income, net, for the three, nine and twelve months
ended  September 30, 1997,  includes  losses in the current  periods for certain
non-regulated  investments  which are in the  start-up  phases 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.


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

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

         During the nine- and twelve-month periods ended September 30, 1997, the
Company  financed  redemptions  or  retirements  of long-term  debt totaling $60
million and $135 million,  respectively,  from the issuance of  short-term  debt
and/or internally generated funds.

         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.  The redemptions were funded with
additional commercial paper borrowings and/or internally generated funds.

         On August 26, 1997,  the Company  issued $200 million of First Mortgage
Bonds.  The net proceeds from this issuance were used to reduce the  outstanding
balance of  commercial  paper and other  short-term  debt and for other  general
corporate purposes. There were no other long-term debt issuances during the nine
and twelve months ended September 30, 1997.

         On September 30, 1997, the Company  terminated a $70 million  long-term
revolving credit facility. As of October 1, 1997, the Company's revolving credit
facilities  totaled $615 million,  consisting of long-term  agreements  totaling
$515 million and a $100 million short-term agreement. The Company is required to
pay minimal annual commitment fees to maintain its credit facilities.


<PAGE>



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

                                      1997       1996
                                      ----       ----
Common Stock Equity .............    53.40%     50.75%

Long-term Debt ..................    45.47%     46.53%

Preferred Stock .................     1.13%      2.72%



         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 filed
its brief in this  matter  on July 18,  1997.  Oral  argument  before  the North
Carolina Court of Appeals is scheduled for November 19, 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.

                                   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.  In October 1997, the North Carolina  Senate and
the North Carolina House of Representatives  appointed twelve state legislators,
two residential customers, two industrial customers, one commercial customer and
one power marketer to the study  commission.  Also in October 1997, the Governor
of North Carolina  appointed an  environmentalist  to the study commission.  The
study  commission  also  includes a  representative  from each of the four major
power suppliers in the state: the Company, Duke Energy, NCEMC and ElectriCities.
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,  and will make an interim  report to the 1998 General  Assembly and a
final report in 1999. The study  commission's first meeting was held on November
4, 1997. The Company cannot predict the outcome of this matter.

         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 this matter.

          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 requested and received  comments,  including
those filed by the Company,  on deregulation and invited  interested  parties to
make  presentations on August 19, 1997. The Company and other interested parties
made presentations  regarding deregulation to the SCPSC August 19 through August
21,  1997.  The South  Carolina  General  Assembly's  Utility  Subcommittee  has
completed six hearings around the state in order to receive citizen input on the
deregulation   issue.   The   subcommittee   will  continue  to  meet  regarding
deregulation. The Company cannot predict the outcome of this matter.

         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.


         In  anticipation  of the  emergence  of  deregulation  in the  electric
utility  industry,  the Company will internally  organize into separate business
units in early 1998.  The business  units will  include  Energy  Supply,  Energy
Delivery and Retail Sales and Services.  The focus of these  business units will
be to create a corporate  culture that is necessary to compete in a  deregulated
environment.


                        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 ending 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
-------        -----------------------

                (a) Securities Delivered. On October 30, 1997, 301,087 shares of
                    ---------------------
                    the  Company's  common stock  (Common  Shares) that had been
                    recently  purchased  in the  open  market  by the  Company's
                    wholly-owned subsidiary, Strategic Resource Solutions Corp.,
                    a  North  Carolina   Enterprise   Corporation   (SRS),  were
                    exchanged  by  SRS  for  all of the  outstanding  shares  of
                    Diversified   Control   Systems,   Inc.,  a  North  Carolina
                    corporation  (DCS).  SRS is obligated to deliver  additional
                    Common Shares having a market value (calculated according to
                    a formula in the  exchange  agreement)  of  $500,000  if DCS
                    meets certain financial  performance  objectives by December
                    31, 1997. All Common Shares delivered by SRS pursuant to the
                    exchange  agreement  have been or will be acquired in market
                    transactions,  and do not represent  newly-issued  shares of
                    the Company.

                (b) Underwriters and Other Purchasers. No underwriters were used
                    ----------------------------------
                    in   connection   with  the  share   exchange   transactions
                    identified  above.  The recipients of the Common Shares were
                    the  shareholders  of DCS, who all agreed to exchange  their
                    DCS  shares  for  Common  Shares  pursuant  to the  exchange
                    agreement.

                (c) Consideration.  The  consideration for the Common Shares was
                    --------------
                    the exchange of all outstanding shares of DCS stock pursuant
                    to the exchange agreement.

                (d) Exemption  from  Registration  Claimed.  The  Common  Shares
                    ---------------------------------------
                    described  in this  Item were  delivered  on the basis of an
                    exemption  from  registration  under  Section  4(2)  of  the
                    Securities Act of 1933. The Common Shares were received by a
                    limited   number  of   individuals   and  are   subject   to
                    restrictions  on  resale  typical  for  private  placements.
                    Appropriate  disclosure  was made to all  persons  receiving
                    Common Shares in the exchange with SRS.


Item 3.        Defaults upon Senior Securities  )
-------        -------------------------------  ) Not applicable for the quarter
                                                ) ended September 30, 1997.
Item 4.        Submission of Matters to a Vote  )    
-------        of Security Holders              )
               -------------------------------  

<PAGE>



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


                1.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Generating Capability,  paragraph 3.e., page 4.) With regard
                    to the Asheville  Combustion  Turbine Project, a Certificate
                    of Public  Convenience and Necessity was issued by the North
                    Carolina  Utilities  Commission (NCUC) on August 1, 1997, to
                    construct a 160 MW  combustion  turbine  unit. On August 15,
                    1997, the Company  contracted with General  Electric Company
                    to manufacture and install this combustion turbine unit. The
                    expected in-service date is June 1999.

                 2. (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Competition  and  Franchises,  paragraph  1.b.,  page 6.) By
                    order  issued   September  23,  1997,   the  NCUC  requested
                    additional  comments from interested parties regarding:  the
                    matters  raised in the parties'  initial and reply  comments
                    filed in Docket No. E-100,  Sub 78; general  industry trends
                    related to industry  restructuring;  and the parties' actual
                    experience  under  FERC  Orders  888 and  889.  The  initial
                    comments are due on November 26,  1997,  and reply  comments
                    are due on December 17, 1997. The Company cannot predict the
                    outcome of this matter.

                 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. Reference
                    is also  made to the  Company's  Form  10-Q for the  quarter
                    ended June 30, 1997,  Item 5,  paragraph  3.) With regard to
                    the 23-member  deregulation study commission  established by
                    the North Carolina  General  Assembly,  in October 1997, the
                    North   Carolina   Senate  and  North   Carolina   House  of
                    Representatives  appointed  twelve  state  legislators,  two
                    residential   customers,   two  industrial  customers,   one
                    commercial  customer  and one  power  marketer  to the study
                    commission.  The  Governor of North  Carolina  appointed  an
                    environmentalist   to  the  study   commission.   The  study
                    commission also includes a  representative  from each of the
                    four major power suppliers in the state:  the Company,  Duke
                    Energy,  North Carolina Electric Membership  Corporation and
                    ElectriCities. The study commission's first meeting was held
                    on November 4, 1997.

                    Interested    parties,    including   the   Company,    made
                    presentations  regarding  deregulation to the South Carolina
                    Public Service  Commission  (SCPSC) August 19 through August
                    21, 1997.  The South  Carolina  General  Assembly's  Utility
                    Subcommittee  has completed six hearings around the state in
                    order to receive  citizen input on the  deregulation  issue.
                    The   subcommittee   will   continue   to   meet   regarding
                    deregulation.

                    The Company cannot predict the outcome of these matters.

                4.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Financing Program, paragraph 3, page 11.) Issuance of Bonds,
                    Preferred Stock and Debentures were as follows:

                              The issuance on August 26,  1997,  of $200 million
                              principal  amount of First Mortgage  Bonds,  6.80%
                              Series due on August 15, 2007. The net proceeds of
                              approximately $199 million were used to reduce the
                              outstanding  balance of commercial paper and other
                              short-term  debt and for other  general  corporate
                              purposes.


<PAGE>




                5.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Financing  Program,  paragraph 4, page 11.)  Retirements and
                    redemptions during 1997 were as follows:

                              The full  redemption  on July 1, 1997,  of 500,000
                              shares of Serial Preferred Stock, $7.72 Series, at
                              a redemption price of $101.00 per share.

                              The full  redemption  on July 1, 1997,  of 350,000
                              shares of Serial Preferred Stock, $7.95 Series, at
                              a redemption price of $101.00 per share.

                6.  (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Financing  Program,  paragraph 5, page 11.) On September 30,
                    1997,  the  Company   terminated  a  $70  million  long-term
                    revolving  credit  facility.  As of  October  1,  1997,  the
                    Company's credit facilities totaled $615 million, consisting
                    of $515 million in long-term  agreements  and a $100 million
                    short-term agreement. The Company is required to pay minimal
                    annual commitment fees to maintain its credit facilities.


                7.  (Reference is made to the Company's  1996 Form 10-K,  Retail
                    Rate Matters,  paragraph 2, page 12.  Reference is also made
                    to the  Company's  Form 10-Q for the quarter  ended June 30,
                    1997,  Item 5,  paragraph  4.) 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,
                    oral argument  before the North Carolina Court of Appeals is
                    scheduled for November 19, 1997.  The Company cannot predict
                    the outcome of this matter.


                8.  (Reference is made to the Company's  1996 Form 10-K,  Retail
                    Rate  Matters,   paragraph  3,  page  13.)  With  regard  to
                    Integrated  Resource  Planning (IRP), on September 16, 1997,
                    the NCUC issued an order soliciting comments from interested
                    parties regarding streamlining or otherwise refining the IRP
                    process.  Initial  comments  were  filed by the  Company  on
                    October 30,  1997,  and reply  comments  are due December 1,
                    1997. The Company cannot predict the outcome of this matter.


                9.  (Reference is made to the Company's  1996 Form 10-K,  Retail
                    Rate Matters,  paragraph 4, page 13.  Reference is also made
                    to the  Company's  Form 10-Q for the quarter  ended June 30,
                    1997,  Item 5,  paragraph 5.) With regard to the annual NCUC
                    fuel  factor  hearing on August 5, 1997,  the NCUC  issued a
                    final  order  approving  the  billing  fuel  factor of 1.097
                    cents/kwh  on  September  8, 1997.  This new  factor  became
                    effective on September 15, 1997.


                10. (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Environmental  Matters,  paragraph 2, page 15.  Reference is
                    also made to the  Company's  Form 10-Q for the quarter ended
                    June 30,  1997,  Item 5,  paragraph  7.) With  regard to the
                    Clean Air Act matters,  the Environmental  Protection Agency
                    (EPA) has  recently  issued a rulemaking  to  implement  the
                    Ozone Transport Assessment Group's recommendations regarding
                    utility Nitrogen Oxide (NOx) emissions.  Northeastern states
                    are  petitioning  the EPA for additional  NOx controls.  The
                    Company cannot predict the outcome of this matter.


                11. (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Environmental Matters, paragraph 3.c., page 16.) With regard
                    to the Seaboard  Chemical  Corporation  in Jamestown,  North
                    Carolina,  on August 22, 1997, the Company joined with other
                    members  of  the  Seaboard  Group  II in  entering  into  an
                    Administrative  Order on Consent to undertake a  feasibility
                    study.  The  Company  cannot  predict  the  outcome  of this
                    matter.


<PAGE>



                12. (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Environmental Matters, paragraph 3.d., page 17.) With regard
                    to the Crown Cork & Seal Company and Clark Equipment Company
                    lawsuit seeking  contribution from the Company in connection
                    with the  Macon-Dockery  site, on April 11, 1997, the United
                    States  District  Court  for the  Middle  District  of North
                    Carolina  granted  the  plaintiffs'  motion for a  voluntary
                    dismissal without  prejudice.  The Company  anticipates that
                    this lawsuit  will be refiled  shortly.  The Company  cannot
                    predict the outcome of this matter.

                13. (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Environmental Matters, paragraph 3.f., page 17.) With regard
                    to the  Cherokee  Oil  Company  sites  in  Charlotte,  North
                    Carolina,  on October 10,  1997,  a partial  consent  decree
                    resolving  the  Company's  liability at the site was entered
                    with  the  United  States  District  Court  for the  Western
                    District of North Carolina.  The costs  associated with this
                    site are not  material to the results of  operations  of the
                    Company.


                14. (Reference  is  made  to  the  Company's   1996  Form  10-K,
                    Environmental Matters, paragraph 4, page 17.) With regard to
                    Wilmington Oil Terminal,  the North  Carolina  Department of
                    Environment  and  Natural  Resources,  (formerly  the  North
                    Carolina  Department  of  Environment,  Health  and  Natural
                    Resources),    approved   the    corrective    action   plan
                    modifications  for natural  attenuation  and  degradation of
                    petroleum residuals in the groundwater. The costs associated
                    with this site are not material to the results of operations
                    of the Company.

                15. (Reference is made to the Company's 1996 Form 10-K,  Nuclear
                    Matters,  paragraph  2, page 18.) With regard to  high-level
                    radioactive  waste  disposal and fees paid by the Company to
                    the  Department of Energy (DOE),  by order issued August 20,
                    1997, the NCUC requested  comments from  interested  parties
                    regarding  the  utilities'  spent fuel  storage and disposal
                    activities and costs and the reasonableness of the utilities
                    continuing  to pay a disposal  fee to the DOE after  January
                    31,  1998.  Initial  comments  were filed by the Company and
                    other  interested  parties  on  September  30,  1997.  Reply
                    comments were filed on October 21, 1997.  The Company cannot
                    predict the outcome of this matter.


                    In October of 1997, the U.S. House of Representatives  voted
                    307  to  120  in  favor  of  legislation   calling  for  the
                    construction  of an interim  nuclear  waste  storage site in
                    Nevada by 2002.  A similar  waste bill was  approved  by the
                    U.S. Senate in April of 1997. The Company cannot predict the
                    outcome of this matter.

                16. (Reference  is made to the Company's  1996 Form 10-K,  Other
                    Matters,  paragraph 5, page 25.) With regard to CaroNet, LLC
                    and its  applications  to provide  competing local telephone
                    service and to provide  intrastate long distance  service in
                    North Carolina,  the NCUC granted CaroNet,  LLC Certificates
                    of  Public   Convenience  and  Necessity  to  provide  these
                    services  on  April  10,  1997  and   September   11,  1997,
                    respectively.



<PAGE>



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

                (a) Exhibits Filed:


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

                     27                               Financial Data Schedule


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

                    The Company  filed a Form 8-K on August 28,  1997  regarding
                    the August  26,  1997  issuance  of $200  million  principal
                    amount of First Mortgage Bonds,  6.80% Series due August 15,
                    2007.





<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:     November 12, 1997