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                                                                   EXHIBIT 2(a)

Carolina Power & Light                24-Hour Media Line
Corporate Communications              Tel 919 546-6189
PO Box 1551                           Fax 919 546-6615
Raleigh NC  27602                     Internet:  www.cplc.com

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CP&L Contacts:                              NCNG Contacts:

Media:            Mike Hughes               Media:            Calvin Wells
                  (919) 546-6189                              (910) 323-6201

Investors:        Bob Drennan               Investors:        Gerald Teele
                  (919)     546-7474                          (910) 323-6203

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     CP&L announces plan to acquire NCNG

     RALEIGH,  N.C.  (Nov. 11, 1998) - As part of its strategy to become a total
     energy  provider  for  customers  while  growing  earnings and securing gas
     supplies for planned  electric power plants,  Carolina Power & Light (NYSE:
     CPL)  announced  today that it has entered into a  definitive  agreement to
     acquire  North   Carolina   Natural  Gas  Corp.   (NYSE:   NCG)  through  a
     stock-for-stock  transaction  and will add NCNG's  natural  gas and propane
     products  into  CP&L's  portfolio  of  electricity,   energy  services  and
     technology products and services.

     Under the  agreement,  each  common  share of NCNG will be  converted  into
     common  shares of CP&L,  based on an  exchange  ratio to be  determined  by
     dividing  $35 by the  average  price of CP&L stock  during a 20-day  period
     before the closing of the  transaction.  The exchange ratio will not exceed
     0.8594 nor be less than  0.7032.  Based on CP&L's  closing  price of $47.56
     Tuesday, Nov. 10, the exchange ratio would be 0.7359, which would represent
     a premium of 48 percent to NCNG shareholders. CP&L will issue approximately
     $354 million in stock to NCNG shareholders to complete the transaction. The
     transaction   is  expected  to  be  accretive  to  CP&L's   earnings  after
     transaction expenses and consolidation costs; it will be accounted for as a
     pooling of interests.

     CP&L President and Chief Executive  Officer William  Cavanaugh III said the
     acquisition  of NCNG  fits  logically  into  CP&L's  plan to become a total
     energy provider.

                                     -more-


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     Carolina Power & Light
     Page 2

     "We have plans for significant additions of gas-fired power plants over the
     next 10 years to meet  our  customers'  needs.  Access  to a  competitively
     priced gas supply is integral to our long-term  strategy,"  Cavanaugh said.
     "To  better  serve  our  customers,  we plan to  create a  larger  regional
     platform  from which to expand our  energy-related  products  and  services
     throughout the Carolinas and beyond. The ability to offer reasonably priced
     natural gas to our  customers has been a strategic  priority for CP&L,  and
     our acquisition of NCNG advances that strategy.

     "NCNG has enjoyed an  extraordinary  customer growth rate over the last few
     years - about three times the  national  industry  average - and we believe
     there is even  more  opportunity  to  increase  the  penetration  of gas to
     customers in our service area. NCNG's low-cost structure and strong balance
     sheet make it a perfect fit for CP&L,  and our  overlapping  service  areas
     will provide increased growth opportunities between the two operations.

     "For many years, NCNG has shared CP&L's commitment to economic  development
     in the region," Cavanaugh said. "Our goal is to help stimulate  development
     even  further by  enhancing  the  energy  infrastructure  in eastern  North
     Carolina.

     "Today's  announcement is another step in CP&L's focused strategy to become
     a total  energy  provider in our region,  which  continues  to enjoy strong
     growth. Our objective is to provide a full array of energy-related services
     to all of our  current  customers  and to  expand  our  market  reach.  Our
     strategy and our  employees  are squarely  focused on creating  shareholder
     value.  As we have said before,  we will pursue a disciplined  strategy and
     acquire only those companies,  like NCNG, that offer  profitable  synergies
     with our own."

     CP&L's generation  expansion plans include more than 600 megawatts in Wayne
     County on the site of the existing Lee Steam Electric  Plant.  That planned
     facility  is in the  current  NCNG  service  area.  It  will  include  four
     gas-fired combustion-turbine  generators, and is scheduled to be on line in
     mid-2000.  The additional generation in Wayne County and elsewhere in North
     Carolina is needed to  accommodate  the area's ongoing growth in population
     and usage,  to increase  reserve  capacity in the  Southeast and to support
     CP&L's strategy for additional sales in the wholesale energy market.

     NCNG Chairman and Chief Executive Officer Calvin Wells said he believes the
     combination  is  a  great   opportunity   for   customers,   employees  and
     shareholders of both companies.

     "CP&L  and  NCNG  are  not  only  neighbors,  but we also  share a  similar
     corporate  culture," Wells said. "NCNG's gas expertise and growing customer
     base will  benefit  CP&L,  and NCNG will  benefit by being part of a larger
     organization in a consolidating industry. NCNG, like CP&L, has a history of
     providing  excellent  service to its  customers,  and we will  continue  to
     provide the same safe, reliable service our customers have come to expect."

                                     -more-


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     Carolina Power & Light
     Page 3

     NCNG will be  operated as a wholly  owned  subsidiary  of CP&L.  Wells will
     remain CEO of the  subsidiary  and will report  directly to  Cavanaugh  and
     participate on the CP&L senior management committee.

     A transition  plan is currently being developed to guide the integration of
     NCNG employees,  facilities and customer  services into CP&L. The change is
     not expected to have an immediate effect on the way customers  currently do
     business  with either  company,  although  the  integration  is expected to
     provide  opportunities for some consolidation of customer service functions
     in the future.

     Both companies' retail rates are regulated by the N.C. Utilities Commission
     and would not be affected by the acquisition.

     CP&L  currently  pays an annual  dividend of $1.94 per share.  Based on the
     exchange ratio of 0.7359,  NCNG's  shareholders will receive an increase of
     $0.4276 (or 43 percent) in dividends per share.

     The  acquisition  is  conditioned  upon the approval of the N.C.  Utilities
     Commission and S.C. Public Service  Commission,  NCNG's  shareholders,  the
     Securities and Exchange  Commission and other  customary  conditions.  CP&L
     anticipates regulatory approvals can be obtained by mid-1999.

     Headquartered  in  Fayetteville,  NCNG  provides  natural gas,  propane and
     related  services to more than  173,000  customers  located in 86 towns and
     cities and on four municipal gas distribution  systems in south-central and
     eastern North Carolina. The company has about 515 employees.  NCNG's fiscal
     1998 (ended Sept. 30, 1998) operating revenues totaled $232 million.

     Headquartered in Raleigh, CP&L observed the 90th anniversary of its charter
     in July. Today CP&L maintains 16 power plants and more than 60,000 miles of
     power lines in providing service to nearly 1.2 million customers in central
     and eastern North  Carolina,  the Asheville  area and the Pee Dee Region of
     South  Carolina.  Including  subsidiaries,  CP&L has about 6,900  full-time
     employees.

                                      # # #

     Note to Editors: Today's news release, along with other news about CP&L and
     NCNG,   is   available   on  the   Internet  at   http://www.cplc.com   and
     http://www.ncng.com.