Exhibit 10.4

                           TECO ENERGY, INC.
                      1996 EQUITY INCENTIVE PLAN

                      Restricted Stock Agreement


     TECO  Energy,  Inc.  (the  "Company")  and  Robert  D. Fagan (the
"Grantee")  have  entered  into  this  Restricted Stock Agreement (the
"Agreement")  dated  May  24,  1999  under  the  Company's 1996 Equity
Incentive  Plan (the "Plan").  Capitalized terms not otherwise defined
herein have the meanings given to them in the Plan.

     1.   Grant of Restricted Stock.  Pursuant to the Plan and subject
to  the  terms and conditions set forth in this Agreement, the Company
hereby grants, issues and delivers to the Grantee 14,015 shares of its
Common Stock (the "Restricted Stock").

     2.   Restrictions  on  Stock.    Until the restrictions terminate
under Section 3, unless otherwise determined by the Committee:

          (a)  the Restricted Stock may not be sold, assigned, pledged
or transferred by the Grantee; and

          (b)  all  shares  of  Restricted Stock will be forfeited and
returned to the Company if the Grantee ceases to be an employee of the
Company  or  any business entity in which the Company owns directly or
indirectly  50% or more of the total voting power or has a significant
financial interest as determined by the Committee (an "Affiliate").

     3.   Termination of Restrictions.  The restrictions on all shares
of  Restricted  Stock  will  terminate on the earliest to occur of the
following events:

          (a)  the Grantee's death;

          (b)  the   termination  of  Grantee's  employment  with  the
Company  or  any  Affiliate because of a disability that would entitle
the  Grantee  to  benefits  under  the  long-term  disability benefits
program  of  the  Company  for  which  the  Grantee  is  eligible,  as
determined by the Committee;

          (c)  the  termination  by  the  Company  or any Affiliate of
Grantee's  employment  other  than  for  Cause  as  determined  by the
Committee.    "Cause"  means  (i) willful and continued failure of the
Grantee  to  substantially perform his duties with the Company or such
Affiliate  (other  than by reason of physical or mental illness) after
written  demand  specifically identifying such failure is given to the
Grantee by the Company, or (ii) willful conduct by the Grantee that is
demonstrably and materially injurious to the Company.  For purposes of
this subsection, "willful" conduct requires an act, or failure to act,

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that  is  not in good faith and that is without reasonable belief that
the  action or omission was in the best interest of the Company or the
Affiliate.  Notwithstanding  the  foregoing,  the Grantee shall not be
deemed  to have been terminated for Cause unless and until there shall
have  been delivered to him a copy of a resolution duly adopted by the
affirmative  vote  of not less than three quarters (3/4) of the entire
membership  of  the  Board  of  Directors at a meeting of the Board of
Directors called and held for such purpose (after reasonable notice to
the  Grantee and an opportunity for him, together with his counsel, to
be  heard before the Board of Directors), finding that in the the good
faith  opinion  of  the  Board  of Directors the Grantee was guilty of
conduct  set  forth  above  in  this  subsection  and  specifying  the
particulars thereof in detail;

          (d)  the  Grantee's  attainment of the age at which benefits
are  payable  under  the  TECO  Energy  Group  Retirement  Plan or any
successor  thereto  without  reduction  for  commencement  of benefits
before  normal  retirement age, or any earlier date that the Committee
determines  will  constitute  a normal retirement for purposes of this
Agreement;

          (e)  upon  a  Change  in  Control.    For  purposes  of this
Agreement,  a  "Change  in  Control"  means a change in control of the
Company  of a nature that would be required to be reported in response
to  Item  6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act"),
whether  or  not  the Company is in fact required to comply therewith;
provided,  that, without limitation, such a Change in Control shall be
deemed to have occurred if:

               (1)  any  "person"  (as  such  term is used in Sections
13(d)  and  14(d)  of  the  Exchange Act), other than the Company, any
trustee  or  other  fiduciary  holding  securities  under  an employee
benefit  plan  of  the  Company  or  a  corporation owned, directly or
indirectly,  by  the  shareholders of the Company in substantially the
same  proportions  as  their  ownership  of stock of the Company is or
becomes  the  "beneficial  owner"  (as defined in Rule 13d-3 under the
Exchange  Act),  directly  or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's
then outstanding securities;

               (2)  during  any period of twenty-four (24) consecutive
months (not including any period prior to the date of this Agreement),
individuals  who  at the beginning of such period constitute the Board
of  Directors  of  the  Company  and  any  new  director (other than a
director designated by a person who has entered into an agreement with
the  Company to effect a transaction described in subsections (1), (3)
or  (4) of this Section 3(e)) whose election by the Board of Directors
of  the  Company or nomination for election by the shareholders of the
Company  was  approved  by  a vote of at least two-thirds (2/3) of the
directors  then  still  in  office  who  either  were directors at the
beginning  of such period or whose election or nomination for election
was  previously  so  approved,  cease  for  any reason to constitute a
majority thereof;


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               (3)       t h e re   is   consummated   a   merger   or
consolidation  of  the Company or any direct or indirect subsidiary of
the  Company  with  any  other corporation, other than (i) a merger or
consolidation  resulting  in  the  voting  securities  of  the Company
outstanding  immediately prior thereto continuing to represent (either
by  remaining outstanding or by being converted into voting securities
of  the  surviving  entity)  at  least  65%  of  the  combined  voting
securities  of  the  Company  or  such  surviving entity or any parent
thereof  outstanding immediately after such merger or consolidation or
(ii)   a   merger   or   consolidation   effected   to   implement   a
recapitalization  of  the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires 30% or more of the combined
voting power of the Company's then outstanding securities; or

               (4)  the  shareholders of the Company approve a plan of
complete  liquidation  of the Company or there is consummated the sale
or  disposition  by  the  Company  of  all or substantially all of the
Company's assets;

          (f)  January 2, 2000, if the Grantee has not become Chairman
of the Board of the Company by that date; or

          (g)  the fifth anniversary of the date of this Agreement.

     4.   Rights  as  Shareholder.    Subject  to the restrictions and
other  limitations  and  conditions  provided  in  this Agreement, the
Grantee as owner of the Restricted Stock will have all the rights of a
shareholder,  including  but  not  limited to the right to receive all
dividends paid on, and the right to vote, such Restricted Stock.

     5.   Stock  Certificates.   Each certificate issued for shares of
Restricted  Stock  will  be  registered in the name of the Grantee and
deposited  by  the  Grantee,  together  with a stock power endorsed in
blank,  with  the  Company and will bear a legend in substantially the
following form:

          THE  TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES
          OF  STOCK  REPRESENTED HEREBY ARE SUBJECT TO THE TERMS,
          CONDITIONS  AND RESTRICTIONS (INCLUDING RESTRICTIONS ON
          TRANSFER  AND  FORFEITURE  PROVISIONS)  CONTAINED IN AN
          AGREEMENT BETWEEN THE REGISTERED OWNER AND TECO ENERGY,
          INC.  A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE
          HOLDER  OF  THIS  CERTIFICATE  UPON WRITTEN REQUEST AND
          WITHOUT CHARGE.

     Upon  the  termination  of  the  restrictions  imposed under this
Agreement  as  to  any  shares  of Restricted Stock deposited with the
Company  hereunder, the Company will return to the Grantee (or to such
Grantee's  legal  representative,  beneficiary  or heir) certificates,
without such legend, for such shares.

     6.   Notice  of  Election  Under  Section  83(b).  If the Grantee
makes  an election under Section 83(b) of the Internal Revenue Code of
1986, as amended, he will provide a copy thereof to the Company within
thirty  days  of the filing of such election with the Internal Revenue

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Service.

     7.   Withholding  Taxes.  The Grantee will pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes
required  by  law to be withheld in respect of the Restricted Stock no
later  than  the date of the event creating the tax liability.  In the
Committee's  discretion,  such tax obligations may be paid in whole or
in  part  in  shares  of Common Stock, including the Restricted Stock,
valued  at fair market value on the date of delivery.  The Company and
its  Affiliates  may,  to the extent permitted by law, deduct any such
tax  obligations  from  any  payment  of any kind otherwise due to the
Grantee.

     8.   The Committee.  Any determination by the Committee under, or
interpretation  of  the  terms  of, this Agreement or the Plan will be
final and binding on the Grantee.

     9.   Limitation  of  Rights.    The Grantee will have no right to
continued employment by virtue of this grant of Restricted Stock.

     10.  Amendment.   The Company may amend, modify or terminate this
Agreement,  including  substituting  another  Award  of  the same or a
different type and changing the date of realization, provided that the
Grantee's  consent  to such action will be required unless the action,
taking into account any related action, would not adversely affect the
Grantee.

     11.  Governing  Law.    This  Agreement  will  be governed by and
interpreted in accordance with the laws of Florida.



                                   TECO ENERGY, INC.


                             By:  /s/ G. F. Anderson
                                   G. F. Anderson
                                   Chairman of the Board



                                   /s/ Robert D. Fagan
                                   Robert D. Fagan












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