Exhibit 4.1


                 [FORM OF FIXED RATE MEDIUM-TERM NOTE, SERIES D]


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO CAROLINA POWER &
LIGHT COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] [LEGEND FOR GLOBAL
CERTIFICATES]


                         CAROLINA POWER & LIGHT COMPANY


                           Medium-Term Notes, Series D
                                  (Fixed Rate)

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ORIGINAL ISSUE DATE:           INITIAL REDEMPTION DATE:       INTEREST RATE:
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INTEREST ACCRUAL DATE:         INITIAL REDEMPTION             MATURITY DATE:
                               PERCENTAGE:
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APPLICABILITY OF ANNUAL        ANNUAL REDEMPTION              OPTIONAL REPAYMENT
INTEREST PAYMENTS:             PERCENTAGE REDUCTION:          DATE(S):
--------------------------------------------------------------------------------
SPECIFIED CURRENCY:

================================================================================

No. ___                                                            $____________

                                                              CUSIP No. ________

         Carolina Power & Light Company, a corporation duly organized and
existing under the laws of the State of North Carolina (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________, or registered assigns, the principal sum of ________________________
($______________) on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date), and to pay interest thereon from
the Interest Accrual Date specified above or from the most recent Interest
Payment Date with respect to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year (each an "Interest Payment
Date"), commencing on the Interest Payment Date next succeeding the Interest
Accrual Date specified above, at the Interest Rate per annum specified above,
until the principal hereof is paid or made available for payment; provided,
however, that if the Interest Accrual Date occurs between a Regular Record Date,
as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered Holder of this Note on the Regular
Record Date with respect to such second Interest Payment Date; and provided,
further, that if this Note is subject to "Annual Interest Payments," interest
payments shall be made annually in arrears, and the term "Interest Payment Date"
shall be deemed to mean November 15 in each year. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such
<PAGE>

Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be the May 1 or November 1 (or, if this Note
is subject to Annual Interest Payments, November 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; except that
interest due upon maturity, redemption or repayment will be paid upon surrender
of this Note to the Person to whom the principal of this Note is payable. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

         Payment of the principal of this Note, any premium and the interest due
at maturity (or on any redemption date or repayment date) will be made in
immediately available funds upon surrender of this Note at the office or agency
of the Company maintained for that purpose in The City of New York. Payments of
interest, other than interest due at maturity or on any redemption date or
repayment date, will be made by check mailed to the address of the person
entitled thereto as such address shall appear in the Note Register; provided,
however, that if the registered Holder of this Note is a holder of U.S.
$10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date, such Holder will be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not less
than 15 calendar days prior to the applicable Interest Payment Date.

         The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. Interest will accrue from each
prior Interest Payment Date to, but not including, the relevant payment date.

         In the event that any Interest Payment Date, Redemption Date or Stated
Maturity is not a Business Day at any Place of Payment, then payment of interest
or principal and premium, if any, need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, and, if such payment is made or
duly provided for on such Business Day, no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, to such Business Day. The
provisions of this paragraph will apply in lieu of the provisions of Section 113
of the Indenture. As used herein, "Business Day" means any day, other than a
Saturday or Sunday, which is both (a) neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
(x) in The City of New York or (y) if this Note is denominated in a Specified
Currency other than U.S. dollars or euro, in the principal financial center of
the country of the Specified Currency, and (b) if this Note is denominated in
euro, that is also a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System ("TARGET") is operating (a "TARGET Settlement
Day"). As used herein, "principal financial center" means the capital city of
the country issuing the Specified Currency in which this Note is denominated;
provided, however, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire,
Portuguese escudos, South African rand and Swiss francs, the principal financial
center shall be the City of New York, Melbourne, Toronto, Frankfurt, Amsterdam,
Milan, London, Johannesburg and Zurich, respectively.

                                       2
<PAGE>

         If this Note is denominated in a Specified Currency other than U.S.
dollars, and the Holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of interest,
principal or any premium with regard to this Note will be made by wire transfer
of immediately available funds to an account maintained by the Holder hereof
with a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing with respect to
payments of interest, on or prior to the fifth Business Day after the applicable
Regular (or Special) Record Date and, with respect to payments of principal or
any premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided, however, that if
payment of interest, principal or any premium with regard to this Note is
payable in euro, the account must be a euro account in a country for which the
euro is the lawful currency; provided, further, that if such wire transfer
instructions are not received, such payments will be made by check payable in
such Specified Currency mailed to the address of the person entitled thereto as
such address shall appear in the Note Register; and provided, further, that
payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made upon surrender of
this Note at the office or agency referred to in the preceding paragraph.

         If so indicated on the face hereof, the Holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Regular (or Special) Record Date or at least ten
Business Days prior to the Maturity Date or any redemption or repayment date, as
the case may be. Such election shall remain in effect unless such request is
revoked by written notice to the Paying Agent as to all or a portion of payments
on this Note at least five Business Days prior to such Regular (or Special)
Record Date, for payments of interest, or at least ten business days prior to
the Maturity Date or any redemption or repayment date, for payments of
principal, as the case may be.

         If the Holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note will
be based upon the exchange rate as determined by the Exchange Rate Agent based
on the highest bid quotation in The City of New York received by such Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless such
Exchange Rate Agent is an affiliate of the Company) for the purchase by the
quoting dealer of U.S. dollars for the Specified Currency for settlement on such
payment date in the aggregate amount of the Specified Currency payable in the
absence of such an election to such Holder and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available, such
payment will be made in the Specified Currency. All currency exchange costs will
be borne by the Holder of this Note by deductions from such payments.

         Reference is hereby made to the further provisions of this Note set
forth below, which further provisions shall for all purposes have the same
effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

                                       3
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


         Dated:  _____________                CAROLINA POWER & LIGHT COMPANY


                                              By:______________________________
         [SEAL]

         Attest:

         ________________________________


                                       4
<PAGE>

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture (For Debt Securities), dated as of October 28, 1999
(herein called the "Indenture," which term shall have the meaning assigned to it
in such instrument), between the Company and The Chase Manhattan Bank, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated on the face hereof, limited in aggregate
principal amount to $_____________. The Company has appointed The Chase
Manhattan Bank at its corporate trust office in The City of New York as the
paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Company) with respect to the Notes.

         If so indicated on the face of this Note, this Note may be redeemed in
whole or in part at the option of the Company on or after the Initial Redemption
Date specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below).

         If notice has been given as provided in the Indenture and funds for the
redemption of any Notes (or any portion thereof) called for redemption shall
have been made available on the redemption date referred to in such notice, such
Notes (or any portion thereof) will cease to bear interest on the date fixed for
such redemption specified in such notice and the only right of the Holders of
such Notes will be to receive payment of the Redemption Price.

         Notice of any optional redemption of Notes of this series (or any
portion thereof) will be given to Holders at their addresses, as shown in the
Note Register for such Notes, not more than 60 nor less than 30 days prior to
the date fixed for redemption. The notice of redemption will specify, among
other items, the Redemption Date, the Redemption Price and the principal amount
of the Notes held by such Holder to be redeemed. If less than all of the Notes
are to be redeemed at the option of the Company, the Trustee shall select the
Notes to be released pursuant to Section 403 of the Indenture.

         The Notes of this series will not be subject to any sinking fund,
except for amortizing Notes.

         In the event of redemption of this Note in part only, a new Note or
Notes of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the Holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 (provided that any remaining principal amount hereof shall not be less
than the minimum authorized denomination hereof) at the option of the Holder
hereof at a price equal to 100% of the principal amount to be repaid, together
with interest accrued and unpaid hereon to the date of repayment (except as
provided below). For this Note to be repaid at the option of the Holder hereof,
the Paying Agent must receive at its corporate trust office in The City of New
York, at least 15 but not more than 30 days prior to the date of repayment, (i)
this Note with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank

                                       5
<PAGE>
or a trust company in the United States setting forth the name of the Holder of
this Note, the principal amount hereof, the certificate number of this Note or a
description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled "Option
to Elect Repayment" duly completed, will be received by the Paying Agent not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Paying Agent by such fifth Business Day. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note upon compliance with certain conditions set
forth in the Indenture.

         If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of specified percentages of the Notes Outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Notes at the time Outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange therefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than a majority in aggregate
principal amount of the Notes of all series at the time Outstanding in respect
of which an Event of Default shall have occurred and be continuing shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Notes of all series at the time Outstanding in respect of which an
Event of Default shall have occurred and be continuing a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Note for
the enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.

                                       6
<PAGE>

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Note Registrar, duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series and of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.

         If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate in The City of New York for cable transfers of such Specified Currency in
which a payment on any note was to be made published by the Federal Reserve Bank
of New York (the "Market Exchange Rate") on the Business Day immediately
preceding the date of issuance. If that rate of exchange is not then available
or is not published for a particular payment currency, the market exchange rate
will be based on the highest bid quotation in The City of New York received by
the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second business day preceding the applicable payment date from three recognized
foreign exchange dealers for the purchase by the quoting dealer:

         o  of the specified currency for U.S. dollars for settlement on the
            payment date;

         o  in the aggregate amount of the specified currency payable to those
            holders or beneficial owners of notes; and

         o  at which the applicable dealer commits to execute a contract.

         As provided in the Indenture and subject to certain limitations therein
set forth, Notes of this series are exchangeable for a like aggregate principal
amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the Holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment; or, if the Market Exchange Rate is
not available on such date, if that rate of exchange is not then available or is
not published for a particular payment currency, the market exchange rate will
be based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second business day preceding the applicable payment date from three recognized
foreign exchange dealers for the purchase by the quoting dealer:

                                       7
<PAGE>

         o  of the specified currency for U.S. dollars for settlement on the
            payment date;

         o  in the aggregate amount of the specified currency payable to those
            holders or beneficial owners of notes; and

         o  at which the applicable dealer commits to execute a contract;

provided, however, that if the euro has been substituted for such Specified
Currency, the Company may at its option (or shall, if so required by applicable
law), without the consent of the Holder of this Note, effect the payment of
principal of, premium, if any, or interest on, any Note denominated in such
Specified Currency in euro in lieu of such Specified Currency in conformity with
legally applicable measures taken pursuant to, or by virtue of, the treaty
establishing the EC, as amended by the Treaty. Any payment made under such
circumstances in U.S. dollars or euro where the required payment is in an
unavailable Specified Currency will not constitute an Event of Default. One of
the Exchange Dealers providing quotations may be the Exchange Rate Agent unless
the Exchange Rate Agent is an affiliate of the Company. If those bid quotations
are not available, the Exchange Rate shall determine the market exchange rate at
its sole discretion.

         The "Exchange Rate Agent" shall be The Chase Manhattan Bank, unless
otherwise indicated on the face hereof.

         All determinations referred to above made by, or on behalf of, the
Company or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on Holders of Notes and coupons.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         Unless otherwise specified herein, all terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York.

                                       8
<PAGE>

                          CERTIFICATE OF AUTHENTICATION


         This is one of the Notes of the series designated therein referred to
in the within-mentioned Indenture.


         Dated:  _________________





                                                THE CHASE MANHATTAN BANK,
                                                as Trustee




                                                By______________________________
                                                       Authorized Signatory


                                       9
<PAGE>

                            OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at


     _______________________________________________________________________

     _______________________________________________________________________

     _______________________________________________________________________


         (Please print or typewrite name and address of the undersigned)


         If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be issued
to the Holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid): ____________________.





Dated:________________              ____________________________________________

                                    Notice: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within Note in every
                                    particular without alteration or enlargement
                                    or any change whatsoever.


Notice: The signature on this Option to Elect Repayment must correspond with the
name as written upon the face of the within instrument in every particular
without alteration or enlargement.

                                       10