Exhibit 10.5
                           TECO ENERGY, INC.
                      1996 EQUITY INCENTIVE PLAN

                       Nonstatutory Stock Option
     TECO  Energy, Inc. (the  Company ) grants to _______________ (the
  Optionee  )  a  nonstatutory  stock  option  (the    Option  ) dated
______________  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 Stock Option.  Pursuant to the Plan and subject to
the  terms and conditions set forth in this Option, the Company hereby
grants  to  the  Optionee  the  right  and option to purchase from the
Company  the following number of shares of Common Stock of the Company
at  $______________ per share at the earlier of the dates listed below
and the date determined under Section 2.

                  Number of Shares        Date Exercisable
                   [1/3 of total]  [one year from date of grant]
                   [1/3 of total]  [two years from date of grant]
                   [1/3 of total]     [three years from date of
                                               grant]

     The  Option  may  be  exercised at any time and from time to time
after  the  first  time  it  may  be  exercised in accordance with the
foregoing  schedule  and prior to the expiration of ten years from the
date  hereof  (the    Expiration  Date ), except as otherwise provided
herein.    The  Option  may  be  exercised  only with respect to whole
shares.

     This  Option  will  not  be  treated as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended.

     2.   Effects  of  Certain Events.  Notwithstanding Section 1, the
Option  will  become immediately exercisable in full upon the earliest
to occur of the following events:
          (a)  the Optionee s death;

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

          (c)  the  termination  by  the  Company  or any Affiliate of
Optionee  s  employment  other  than  for  Cause  as determined by the
Committee.      Cause   means (i) willful and continued failure of the
Optionee  to substantially perform his duties with the Company or such


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Affiliate  (other  than by reason of physical or mental illness) after
written  demand  specifically identifying such failure is given to the
Optionee  by the Company, or (ii) willful conduct by the Optionee that
is demonstrably and materially injurious to the Company.  For purposes
of  this  subsection,  willful  conduct requires an act, or failure to
act,  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  Optionee  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; or
          (e)  upon a Change in Control.  For purposes of this Option,
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 24 consecutive months (not
including  any  period  prior to the date of this Option), 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  2(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 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


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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.

     3.   Exercise and Payment.  To exercise this Option, the Optionee
will deliver written notice to the Secretary of the Company specifying
the  date of this Option, the number of shares as to which this Option
is  being  exercised, the price at which the Option on those shares is
exercisable,  and  a  date  not  later  than 30 days after the date of
delivery of the notice when the Optionee will take up and pay for such
shares.   On the date specified in such notice, the Company will issue
to  the  Optionee  the  number  of  shares  purchased  against payment
therefor  in  cash,  including  by check, or in such other form as the
Committee may approve.
     4.   Termination  of  Employment.    If the Optionee s employment
with  the  Company  or  an  Affiliate  terminates  for  any  reason (a
  Termination  of Employment ) coincident with or after the first time
this Option may be exercised, the Option will remain exercisable, with
respect to the shares with respect to which the Option was exercisable
as  of  the  date  of  Termination  of  Employment,  for  the  longest
applicable  period provided below.  This Option will terminate, and no
rights  will  be  exercisable  hereunder,  after the expiration of the
applicable exercise period.
          (a)  The  Optionee  may  exercise the rights available under
this  Option  at the time of Termination of Employment for a period of
three months thereafter, but in no event after the Expiration Date.

          (b)  I f    Termination  of  Employment  occurs  because  of
disability,   the  Optionee  or  the  Optionee  s  guardian  or  legal
representative  may exercise the rights available under this Option at
the  time  of  Termination  of Employment at any time on or before the
later  of  (i)  twelve  months  after the Termination of Employment or
(ii)  the  Expiration  Date.  The Committee will determine whether and
when  Termination of Employment because of disability has occurred for
purposes of this Section 4(b).
          (c)  If  Termination  of Employment occurs for any reason on
or after the age at which benefits are payable to the Optionee without
reduction  for  commencement of such benefits before normal retirement
age  under  the  TECO  Energy  Group Retirement Plan (or any successor
thereto),  or  any  earlier  age  that  the  Committee determines will
constitute  a  normal  retirement  for  purposes  of  this Option, the
Optionee (or the Optionee s guardian or legal representative or, after
death,  the  Optionee  s  Designated Beneficiary under the Plan or, if
none  has  been  designated, those entitled to do so by the Optionee s
will  or the laws of descent and distribution) may exercise the rights
available  under  this Option at the time of Termination of Employment
at any time on or before the Expiration Date.


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          (d)  Upon   the  death  of  the  Optionee,  the  Optionee's
Designated Beneficiary under the Plan or, if none has been designated,
those  entitled to do so by the Optionee s will or the laws of descent
and  distribution, may exercise the rights available under this Option
at  the  time of death for a period of twelve months thereafter or, if
Termination  of  Employment occurs because of death, at any time on or
before  the  later  of  (i)  twelve  months after the date of death or
(ii) the Expiration Date.
     The  Committee  will  determine  whether  an  authorized leave of
absence  constitutes  Termination  of  Employment for purposes of this
Option.

     5.   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 shares subject to this Option
and the respective exercise prices hereunder to the extent provided by
the Plan.
     6.   No  Transfer.    This  Option will not be transferable other
than  by  will  or  the  laws  of descent and distribution and will be
exercisable during the Optionee s lifetime only by the Optionee or the
Optionee s guardian or legal representative.

     7.   Securities Laws.  The purchase of any shares by the Optionee
upon  exercise  of  this Option will be subject to the conditions that
(i)  the  Company  may  in  its discretion require that a registration
statement under the Securities Act of 1933 with respect to the sale of
such shares to the Optionee will be in effect, and such shares will be
duly listed, subject to notice of issuance, on any securities exchange
on  which  the  Common  Stock  may then be listed, (ii) all such other
action as the Company considers necessary to comply with any law, rule
or  regulation  applicable  to the sale of such shares to the Optionee
will  have  been  taken  and  (iii)  the  Optionee will have made such
representations  and  agreements  as the Company may require to comply
with applicable law.
     8.   Withholding Taxes.  The Optionee 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 exercise of the
Option 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 shares retained
from  the  exercise of this Option, 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 Optionee.

     9.   The Committee.  Any determination by the Committee under, or
interpretation  of the terms of, this Option or the Plan will be final
and binding on the Optionee.
     10.  Limitation of Rights.  The Optionee will have no rights as a
shareholder  with  respect  to any shares subject to this Option until
such  shares  are  issued against payment therefor.  The Optionee will
have no right to continued employment by virtue of this Option.

     11.  Amendment.   The Company may amend, modify or terminate this
Option,  including  substituting  another  Award  of  the  same  or  a

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different type and changing the date of realization, provided that the
Optionee  s consent to such action will be required unless the action,
taking into account any related action, would not adversely affect the
Optionee.
     12.  Governing  Law.    This  Option  will  be  governed  by  and
interpreted in accordance with the laws of Florida.

                              TECO ENERGY, INC.


                              By:
                                 D. E. Schwartz
                                 Secretary











































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