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, 1996

 	                                    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 Identifica-
              or organization                             tion 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 October 31, 1996:  151,415,722.

<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, 1996. The amounts are unaudited but, in the opinion of 
management, reflect all adjustments necessary to fairly present the 
Company's financial position and results of operations for the 
interim periods.

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, 1996,
   	     As Compared With the Corresponding Periods One Year Earlier
         ____________________________________________________________

        Operating Revenues: For the three, nine and twelve months ended 
September 30, 1996, operating revenues were affected by the following 
factors (in millions):

                    	Three Months	      Nine Months	    Twelve Months
                     ____________       ___________     _____________			

Weather		             $   (26)		          $  26		            $   83
			
Customer Growth/
Changes In Usage 
Patterns	 	                11	   	           66	  	              75
			
NCEMC Load Loss	    	     (23)	   	         (73)	   	           (73)
			
Price	 	                   (5)	   	         (33)	   	           (41)
			
Sales to Other Utilities	   2	   	           25	 	               41
			
Other		                    (3)	     	         4	   	             12
                          _____              ____	   		         ____

      Total		         $   (44)		          $   15		           $   97
                         ======             =====               ====

       The weather-related decrease in revenue for the three months 
ended September 30, 1996, is the result of milder than normal 
temperatures in the current period.  The nine- and twelve-month 
weather-related increases reflect extreme weather patterns in the 
current periods as compared to more normal weather in the prior 
periods.  The loss of 200 megawatts of load from North Carolina 
Electric Membership Corporation (NCEMC) began in January 1996.  For 
all periods, the price-related decrease in revenue is primarily 
attributable to a decrease in the fuel cost component of revenue. The 
increase in sales to other utilities for the nine and twelve months 
is primarily due to increased bulk power sales, which is a result of 
weather impacts and the Company's active participation in the bulk 
power market.  Sales to other utilities for the three-month period 
were negatively impacted by milder than normal temperatures and lower 
total generation in the current period.

        Operating Expenses:   Fuel expense decreased $14 million for 
the three-month period due to lower total generation. For the nine- 
and twelve-month periods, fuel expense decreased by $17 million and 
$8 million, respectively, primarily due to the refunding of prior 
overrecovered fuel costs to customers in the North Carolina retail 
jurisdiction in the current periods.  The decreases in the nine- and 
twelve-month periods more than offset the increases in fuel expense 
related to increased generation during these periods. 
<PAGE>
        Purchased power increased for the nine and twelve months ended 
September 30, 1996, due to increased purchases from cogenerators and 
purchases from other utilities.  The increase in purchases from 
cogenerators was the result of certain cogenerators being shut down 
in the prior periods.  Partially offsetting the increase in the 
twelve-month period was a decrease in purchases from Power Agency, 
primarily due to the provisions of the Company's 1993 agreement with 
Power Agency.  Pursuant to this agreement, the Company's buyback 
percentage of capacity and energy from the Harris Plant decreased 
from 50% in 1994 to 33% in 1995 and 1996.

        Included in operation and maintenance expense for each of the 
current periods is $29.8 million of expense incurred as a result of 
Hurricane Fran striking the Company's service territory on September 
5, 1996.  Excluding the impact of Hurricane Fran and the impact of an 
insurance reserve adjustment of $23 million recorded in the fourth 
quarter of 1994, operation and maintenance expense decreased $13 
million, $34 million and $60 million for the three, nine and twelve 
months ending September 30, 1996, respectively.  The decreases are 
due to cost reduction efforts and the timing of plant outages.  In 
the prior periods there were several major fossil and nuclear plant 
outages that resulted in higher expense for those periods as compared 
to the current periods.

        Current estimates indicate that restoring the Company's system 
from Hurricane Fran's damage could result in total operation and 
maintenance expense of approximately $36 million and capital 
expenditures of approximately $47 million, for a total estimated cost 
of approximately $83 million.  On September 13, 1996, the Company 
proposed to the North Carolina Utilities Commission (NCUC) a plan 
that would allow deferral of hurricane-related maintenance expenses, 
with amortization over the next three years.  See additional 
discussion in Retail Rate Matters.

        The increase in income tax expense for the nine- and twelve-
month periods is due to an increase in operating income and a reserve 
recorded for potential audit issues in open tax years.   The decrease 
in income tax expense for the three-month period is due to a decrease 
in operating income.

        Other Income:  The increase in the income tax credit for all 
periods is primarily attributable to lower non-operating income in 
the current periods. 

        The decrease in interest income for all periods is due to the 
recording of interest income in the prior periods that related to 
certain IRS audit issues.

        Other income, net, decreased for the twelve-month period due to 
an increase in charitable contributions of approximately $3 million, 
and decreases in certain income items, none of which is individually 
significant. 

       Interest Charges:  Interest charges on long-term debt decreased 
for all periods primarily due to reductions of long-term debt in the 
current periods.  Also contributing to the decrease were refinancings 
of long-term debt with lower interest cost short-term borrowings 
which are backed by the Company's long-term revolving credit 
facilities, as discussed in the capital resources and liquidity 
section below.

        Other interest charges decreased for all reported periods 
primarily due to a $6 million interest accrual recorded in the prior 
periods that related to the 1995 NCUC Fuel Order.


           	Material Changes in Capital Resources and Liquidity
             	From December 31, 1995, to September 30, 1996
           	and From September 30, 1995, to September 30, 1996
            __________________________________________________
  
         During 1996, the Company entered into two new long-term 
revolving credit facilities totaling $350 million, which support the 
Company's commercial paper borrowings. The Company is required to pay 
minimal annual commitment fees to maintain these facilities. 
Consistent with management's intent to maintain its commercial paper 
on a long-term basis, and as supported by its long-term credit 
facilities, the Company has included in long-term debt $244.7 million 
<PAGE>

of commercial paper outstanding as of September 30, 1996. In addition 
to these new facilities, the Company has other long-term credit 
agreements totaling $235 million and a $100 million short-term credit 
agreement. 

         The Company did not issue long-term debt in the twelve-month 
period ended September 30, 1996.  The proceeds of the issuance of 
short-term debt resulting from the aforementioned credit facilities, 
and/or internally generated funds, financed the redemption or 
retirement of long-term debt totaling $378 million and $401 million 
during the nine and twelve months ended September 30, 1996, 
respectively.

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


                                     1996               1995
                                     ____               ____

Common Stock Equity                 50.75%              48.22%

Long-term Debt                      46.53%              49.15%

Preferred Stock                      2.72%               2.63%


          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.

          In 1994, the Board of Directors of the Company authorized the 
repurchase of up to 10 million shares of the Company's common stock 
on the open market. In accordance with the stock repurchase program, 
the Company has purchased approximately 9.2 million shares through 
September 30, 1996.

                           Retail Rate Matters
                           ___________________

          With regard to the Company's current retail rates, a petition 
was filed on July 19, 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.  The petition alleges 
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.  The Company filed a response to the petition and 
motion to dismiss on July 29, 1996, in which it argued that the 
petition was without merit.  On August 2, 1996, the Company notified 
the NCUC that the Company would submit to the NCUC a list of proposed 
accounting adjustments related to regulatory assets.  On September 
13, 1996, the Company filed its proposed accelerated amortizations of 
certain regulatory assets and its proposed deferral and amortization 
of hurricane-related damage expenses.  See additional discussion of 
hurricane-related damage expenses in Operating Expenses.  The Company 
requested that the NCUC approve implementation of these adjustments, 
and renewed its motion to dismiss CIGFUR's petition.  The proposed 
accelerated amortizations (excluding the amortization of deferred 
hurricane-related damage expenses) will reduce net income by 
approximately $43 million in each of the next three years.  On 
October 28, 1996, the Public Staff of the NCUC, which represents the 
using and consuming public in matters before the NCUC, filed its 
comments on the Company's proposal.  Those comments included 
recommendations that the NCUC issue an order allowing the adjustments 
proposed by the Company, subject to certain minor modifications.  The 
NCUC has not yet ruled on the Company's proposal.

         With regard to the South Carolina retail jurisdiction,
the Company anticipates filing a similar proposal to accelerate 
amortization of certain regulatory assets with the South Carolina 
Public Service Commission.  These adjustments, if approved, would 
reduce net income by approximately an additional $13 million in each 
of the next three years.  The Company cannot predict the outcome of 
this matter.

<PAGE>
                           Competition
                           ___________

          In 1994, NCEMC issued two requests for proposals (RFPs) to provide 
blocks of up to 225 MW (for a minimum of ten years) of baseload power 
NCEMC would otherwise purchase from the Company beginning in each of 
the three years 2001, 2002 and 2003.  The Company responded to the RFPs
and negotiations between the parties concerning power supply options 
continued for several months.  As a result of those negotiations, on 
October 31, 1996, the Company and NCEMC entered into a revised power 
coordination agreement under which NCEMC will receive discounted capacity 
in exchange for long-term commitments to the Company for its supplemental 
power.  As a result of this new agreement, the Company will provide 225 MW of 
baseload power to NCEMC from 1997 to 2010, an additional block of 225 
MW from 2000 to 2004, and a third block of 225 MW from 2001 to 2008. 
The remainder of the NCEMC load provided by the Company, not 
separately contracted for in the revised agreement, will be billed at 
a fixed price through the year 2004, rather than at the formula rates 
established in the 1994 Power Coordination Agreement.  The revised 
agreement is subject to Federal Energy Regulatory Commission 
approval.  The Company cannot predict the outcome of this matter.

          On August 6, 1996, North Carolina Eastern Municipal Power 
Agency (Power Agency) notified the Company of its intention to discontinue
certain contractual purchases of power from the Company effective 
September 1, 2001.  Power Agency's notice indicated that it intends to 
replace these contractual obligations through purchases of
capacity and energy and related services in the open market, and that the
Company will be considered as a potential supplier for those purchases.
Under the 1981 Power Coordination Agreement, as amended, between the Company 
and Power Agency, Power Agency can reduce its purchases from the 
Company with an appropriate five-year notice.  The Company and Power 
Agency are currently discussing the sufficiency of the notice.  The 
Company cannot predict the outcome of this matter.

                          Other Matters
                          _____________

           Amendments to five electric power purchase agreements between 
the Company and Cogentrix of North Carolina, Inc. and Cogentrix 
Eastern North Carolina Corporation (collectively referred to as 
"Cogentrix") became effective on September 26, 1996.  The agreements 
involve five Cogentrix generating plants located throughout the 
Company's service area.  Under the amendments to the agreements, 
Cogentrix will retain ownership of its facilities and will continue 
to provide process steam to industrial companies under contract.  As 
a result of these contract amendments, the Company will save 
approximately $30 million per year in energy costs during the years 
1997 through 2002.

<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	                )
 				                                         )
				                                          )
				                                          )	
Item 3.	Defaults upon Senior Securities       )	   Not applicable 
                                              )    for the quarter
                                          				)	   ended September 30, 1996.
				                                          )
				                                          )
Item 4.	Submission of Matters to a Vote	      )	
       	of Security Holders	                  )
                                              )


Item 5.	Other Information
_________________________


1.  (Reference is made to the Company's 1995 Form 10-K, 
Generating Capability, paragraph 3, page 6.  Reference 
is also made to the Company's Form 10-Q for the quarter 
ended March 31, 1996, Item 5, paragraph 1 and to the 
Company's Form 10-Q for the quarter ended June 30, 1996, 
Item 5, paragraph 1.)  With regard to the Company's 
generation additions schedule, on September 4, 1996, the 
Company filed with the North Carolina Utilities 
Commission (NCUC) its preliminary plans to construct 
approximately 320 MW of combustion turbine generating 
capacity in Buncombe County, North Carolina at the 
Company's existing Asheville Steam Electric Plant, with 
an in-service date of the summer of 1999.  The Company 
cannot predict the outcome of this matter.

2.  (Reference is made to the Company's 1995 Form 10-K, 
Interconnections with Other Systems, paragraph 3, page 
7.  Reference is also made to the Company's Form 10-Q 
for the quarter ended June 30, 1996, Item 5, paragraph 
2.)  With regard to the five electric power purchase 
agreements between the Company and Cogentrix of North 
Carolina, Inc. and Cogentrix Eastern North Carolina 
Corporation, the amendments to the contracts became 
effective on September 26, 1996.  As a result of the 
contract amendments, the Company will save approximately 
$30 million per year in energy costs during the years 
1997 through 2002.

3.  (Reference is made to the Company's 1995 Form 10-K, 
Competition and Franchises, paragraph 1.d., page 9.)  
With regard to the negotiations between the Company and 
North Carolina Electric Membership Corporation (NCEMC) 
concerning power supply options, on October 31, 1996, 
the Company and NCEMC entered into a revised power coordination 
agreement under which the Company will continue to serve a 
majority of NCEMC's power needs well past the year 2000. 
Under the terms of the agreement NCEMC will receive 
discounted capacity in exchange for long-term 
commitments to the Company for its supplemental power.  
As a result of this new agreement, the Company will 
provide 225 MW of baseload power to NCEMC from 1997 to 
2010, an additional block of 225 MW from 2000 to 2004, 
and a third block of 225 MW from 2001 to 2008.  The 
remainder of the NCEMC load provided by the Company, not 
separately contracted for in the revised agreement, will 
be billed at a fixed price through the year 2004, rather 

<PAGE>
than at the formula rates established in the prior power 
coordination agreement (the 1994 PCA).  The revised 
agreement, which represents an amendment to the 1994 
PCA, will be submitted to the Federal Energy Regulatory 
Commission for approval.  The Company cannot predict the 
outcome of this matter.

4.  (Reference is made to the Company's 1995 Form 10-K, 
Competition and Franchises, paragraph 1.h., page 10.  
Reference is also made to the Company's Form 10-Q for 
the quarter ended June 30, 1996, Item 5, paragraph 4.)  
With regard to the request made by one of the Company's 
industrial customers to the City of Darlington, South 
Carolina ("City") that the City become a municipal 
electric utility, on September 3, 1996, the Darlington 
City Council voted against the proposal that the City 
become a municipal electric utility and will take no 
further action on the request at this time.

5.  (Reference is made to the Company's 1995 Form 10-K, 
Retail Rate Matters, paragraph 2, page 13.  Reference is 
also made to the Company's Form 10-Q for the quarter 
ended June 30, 1996, Item 5, paragraph 6, and to the 
Company's Form 8-K dated September 13, 1996, Item 5.)  
With regard to the petition filed on July 19, 1996 by 
the Carolina Industrial Group for Fair Utility Rates 
(CIGFUR) with the NCUC (Docket No. E-2, Sub 699) 
requesting the NCUC conduct an investigation of the 
Company's base rates, by letter dated August 2, 1996, 
the Company notified the NCUC that the Company intended 
to seek NCUC approval of certain accounting adjustments 
that would impact the Company's earnings.  On August 6, 
1996, the NCUC issued an order allowing the Company 
until September 16, 1996, to submit these adjustments, 
and stating that it would take no further action in this 
docket until the filing was made by the Company.  On 
September 13, 1996, the Company (i) filed its proposed 
accelerated amortizations of certain regulatory assets, 
and its proposed deferral and amortization of hurricane 
damage expenses, (ii) requested NCUC approval to 
implement these adjustments, and (iii) renewed its 
motion to dismiss CIGFUR's petition.  The proposed 
accelerated amortizations (excluding the amortization of 
deferred hurricane damage expenses) will reduce net 
income by approximately $43 million during each of the 
next three years.  Current estimates indicate that 
restoring the Company's system from Hurricane Fran's 
damage could result in total operation and maintenance 
expense of approximately $36 million and capital 
expenditures of approximately $47 million, for a total 
estimated cost of approximately $83 million.  On October 
28, 1996, the Public Staff of the NCUC, which represents 
the using and consuming public in matters before the 
NCUC, filed its comments on the Company's proposal.  
Those comments included recommendations that the NCUC 
issue an order allowing the adjustments proposed by the 
Company, subject to certain minor modifications.  The 
NCUC has not yet ruled on the Company's proposal.

<PAGE>

With regard to the South Carolina retail jurisdiction, 
the Company anticipates filing a similar proposal to 
accelerate amortization of certain regulatory assets 
with the South Carolina Public Service Commission 
(SCPSC).  These adjustments, if approved, would reduce 
net income by approximately $13 million in each of the 
next three years.  The Company cannot predict the 
outcome of this matter.

6.  (Reference is made to the Company's 1995 Form 10-K, 
Retail Rate Matters, paragraph 5, page 14. Reference is 
also made to the Company's Form 10-Q for the quarter 
ended March 31, 1996, Item 5, paragraph 6 and to the 
Company's Form 10-Q for the quarter ended June 30, 1996, 
Item 5, paragraph 7.)  With regard to the Company's 1996 
North Carolina fuel case hearing held on August 14, 
1996, by order issued September 10, 1996, the NCUC 
approved the Company's request for no change in its net 
fuel factor.

7.  (Reference is made to the Company's 1995 Form 10-K, 
Retail Rate Matters, paragraph 6, page 15.  Reference is 
also made to the Company's Form 10-Q for the quarter 
ended March 31, 1996, Item 5, paragraph 7.)  With regard 
to the Company's South Carolina avoided cost proceeding, 
on August 28, 1996 the SCPSC issued an order approving 
the Company's proposed avoided cost rates.
 
On July 30, 1996, the NCUC opened Docket No. E-100, Sub 
79 for its biennial proceeding to establish the avoided 
cost rates for all electric utilities in North Carolina. 
The Company's initial filing in this docket was made on 
November 4, 1996.  Comments on the filing are due on 
January 10, 1997, and non-expert public testimony is 
scheduled for February 4, 1997.  The Company cannot 
predict the outcome of this matter.


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
 _________________________    _________________       ______________
	
  September 13, 1996	         September 13, 1996	      Item 5. Other Events

<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       	
		                		                  Executive Vice President and
                                      Chief Financial Officer

Date:	November  6, 1996