Exhibit 10.2

                           TECO ENERGY, INC.
                      1996 EQUITY INCENTIVE PLAN

            1998 Amendment to Restricted Stock Agreement[s]

     TECO  Energy,  Inc.  (the "Company")  and __________________ (the
"Grantee")  hereby  enter  into  this  Amendment  ("Amendment") to the
Restricted  Stock  Agreement[s] dated ____________ between the Company
and  the  Grantee (the "Agreement[s]") under the Company's 1996 Equity
Incentive Plan.

     Section  3(e)  of  the  Agreement[s]  is  hereby  amended  in its
entirety to read as follows:
     
          (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
     t h e  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
     u n der  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;

               (3) there  is  consummated  a  merger  or


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     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
     t h ereto  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  stockholders  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.
     
     This  Amendment  shall  be effective as of July 15, 1998.  In the
event  that  the  Company  is  party to an agreement with respect to a
transaction  that  is  intended  to qualify for "pooling of interests"
accounting  treatment,  then  (A)  this Amendment shall, to the extent
practicable, be interpreted so as to permit such accounting treatment,
and  (B)  to  the extent that the application of clause (A) above does
not  preserve  the availability of such accounting treatment, then the
Company  shall  have  the  unilateral  right  to rescind or amend this
Amendment  to the extent necessary to enable the Company s accountants
to issue a  pooling  opinion with respect to such transaction, and any
such rescission or amendment shall be effective as of the date hereof.


                                   TECO ENERGY, INC.


                                   By:  ________________________
                                        R. A. Dunn
                                        Vice President-Human Resources
                                        


                                        _________________________
                                        Signature of Grantee














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