Exhibit 10.6
                           TECO ENERGY, INC.
                      1996 EQUITY INCENTIVE PLAN

                     Performance Shares Agreement


     TECO  Energy,  Inc.  (the    Company  )  and _______________ (the
  Grantee  )  have entered into this Performance Shares Agreement (the
  Agreement  )  dated  April  21, 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  Performance  Shares.    Pursuant  to the Plan and
subject  to  the terms and conditions set forth in this Agreement, the
C o m p a ny  hereby  grants,  issues  and  delivers  to  the  Grantee
_____________  shares  (  Number of Restricted Performance Shares ) of
its  Common Stock (the  Restricted Performance Shares ) as of the date
of this Agreement and will grant, issue and deliver to the Grantee the
Performance  Reward  Percentage  of  _____________  shares ( Number of
Additional  Performance  Shares ) of its Common Stock (the  Additional
Performance  Shares  )  no  later  than  30  days after the end of the
Performance Period.

     The    Performance  Period  is the period beginning April 1, 1999
and ending on the date determined under Section 3.

      Total Shareholder Return  is the amount obtained by dividing (1)
the sum of (a) the amount of dividends with respect to the Performance
Period, assuming dividend reinvestment, and (b) the difference between
the share price at the end and beginning of the Performance Period, by
(2)  the  share price at the beginning of the Performance Period, with
the  share  price  in  each case being determined by using the average
closing  price  during  the  20  trading  days  preceding  the date of
determination.

     The   Performance Increment  is the Total Shareholder Return with
respect  to  the  Company  s  Common Stock minus the Total Shareholder
Return with respect to the Dow Jones US Electrical Utilities Index-All
Regions (ELC).

     The    Performance  Reward Percentage  is the percentage shown in
column  B  for  Restricted  Performance  Shares  and  in  column C for
A d ditional  Performance  Shares  corresponding  to  the  Performance
Increment  in  column  A,  with  interpolation  of  the percentages in
columns  B  and C in proportion to the corresponding percentage points
in column A for whole percentage Performance Increments of more than 0
but  less  than  30; provided that if the Performance Period ends less
than  three  years  after  it began, the respective Performance Reward
P e r c entages  for  Restricted  Performance  Shares  and  Additional
Performance  Shares  will  be  prorated  based on the portion of three
years from the beginning of the Performance Period that has elapsed by


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t h e  end  of  the  Performance  Period,  and  before  proration  the
Performance  Reward  Percentage for Restricted Performance Shares will
be 100%.

                A                   B                  C
           Performance         Performance    Performance Reward
            Increment            Reward         Percentage for
                             Percentage for       Additional
                               Restricted     Performance Shares
                               Performance
                                 Shares

      0                            50%                0%
      15 percentage points        100%                0%
      25 percentage points        100%                50%
      30 or more                  100%               100%
      percentage points

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

          (a)  the  Restricted  Performance  Shares  may  not be sold,
assigned, pledged or transferred by the Grantee; and
          (b)  all Restricted Performance Shares 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.   End  of  Performance Period and Termination of Restrictions.
The  Performance  Period will end, the restrictions on the Performance
Reward  Percentage of the Number of Restricted Performance Shares will
terminate,  the remainder of the Restricted Performance Shares will be
forfeited  and  returned to the Company, and the Grantee will cease to
have  any right to receive any Additional Performance Shares in excess
of  the  Performance  Reward  Percentage  of  the Number of Additional
Performance Shares, 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;
          (d)  the  Grantee  s  retirement  from  the  Company  or  an
Affiliate  at  or  after  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
     e n tered  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 consolidation of
     the  Company  or any direct or indirect subsidiary of the Company
     w i th  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


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     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; or

          (f)  March 31, 2002.
     4.   Rights  as  Shareholder.    Subject  to the restrictions and
other  limitations  and  conditions  provided  in  this Agreement, the
Grantee  as  owner  of the Restricted Performance Shares 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, the Restricted
Performance Shares.
     5.   Stock  Certificates.   Each certificate issued for shares of
Restricted  Performance  Shares  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
          S T O CK  REPRESENTED  HEREBY  ARE  SUBJECT  TO  THE  TERMS,
          CONDITIONS   AND  RESTRICTIONS  (INCLUDING  RESTRICTIONS  ON
          T R A NSFER  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 Performance Shares deposited
with  the Company hereunder under conditions that do not result in the
forfeiture of those shares, the Company will return to the Grantee (or
t o   such  Grantee  s  legal  representative,  beneficiary  or  heir)
certificates, without such legend, for such shares.

     6.   Adjustment of Terms.  In the event of corporate transactions
affecting  the  Company s outstanding Common Stock, the Committee will
equitably  adjust the number and kind of Additional Performance Shares
subject to this Agreement to the extent provided by the Plan.
     7.   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, with respect to Restricted Performance Shares, he or
she  will  provide a copy thereof to the Company within 30 days of the
filing of such election with the Internal Revenue Service.

     8.   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
Performance Shares and Additional Performance Shares 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 Performance Shares
and  the Additional Performance Shares, valued at fair market value on
the  date  of  delivery.    The Company and its Affiliates may, to the

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extent  permitted  by  law,  deduct  any such tax obligations from any
payment of any kind otherwise due to the Grantee.
     9.   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.

     10.  Limitation  of  Rights.    The Grantee will have no right to
continued employment by virtue of this Agreement.
     11.  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.
     12.  Governing  Law.    This  Agreement  will  be governed by and
interpreted in accordance with the laws of Florida.



                                   TECO ENERGY, INC.


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



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