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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 1998

                                       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)
                                              NONE

(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, 1998: 151,340,394.

<PAGE>

 SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

 The matters  discussed  throughout this Form 10-Q that are not historical facts
 are forward-looking and, accordingly,  involve estimates,  projections,  goals,
 forecasts,  assumptions  and  uncertainties  that could cause actual results or
 outcomes  to differ  materially  from those  expressed  in the  forward-looking
 statements.

 Examples of  forward-looking  statements  discussed in this Form 10-Q,  PART 1,
 ITEM 2,  "MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
 RESULTS OF OPERATIONS",  include,  but are not limited to, statements under the
 heading "Other Matters" about the effect of deregulation and the outcome of the
 Year 2000 compliance.

 Any  forward-looking  statement  speaks  only  as of the  date  on  which  such
 statement  is made,  and the Company  undertakes  no  obligation  to update any
 forward-looking  statement or  statements  to reflect  events or  circumstances
 after the date on which such statement is made.

 Examples  of  factors   that  should  be   considered   with   respect  to  any
 forward-looking  statements made throughout this document include,  but are not
 limited  to,  the  following:  Governmental  policies  and  regulatory  actions
 (including those of the Federal Energy Regulatory Commission, the Environmental
 Protection Agency, the Nuclear Regulatory Commission, the Department of Energy,
 the North Carolina  Utilities  Commission and the South Carolina Public Service
 Commission);  general industry trends;  operation of nuclear power  facilities;
 nuclear storage facilities;  nuclear  decommissioning  costs;  general economic
 growth;   weather   conditions   and   catastrophic   weather-related   damage;
 deregulation;  market demand for energy; inflation;  capital market conditions;
 unanticipated  changes in operating expenses and capital expenditures and legal
 and  administrative  proceedings.  All such  factors are  difficult to predict,
 contain  uncertainties  that may materially  affect actual results,  and may be
 beyond the control of the Company.  New factors emerge from time to time and it
 is not  possible  for  management  to predict all of such  factors,  nor can it
 assess the effect of each such factor on the Company.