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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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(Mark One)

| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002

OR

| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 1-5007

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TAMPA ELECTRIC COMPANY(Exact name of registrant as specified in its charter)

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| | FLORIDA (State or other jurisdiction of incorporation or organization) |  | 59-0475140 (I.R.S. Employer Identification Number) | 
| | ---------------------------------------------------------------------- |  | -------------------------------------------------- | 

| | 702 N. Franklin Street, Tampa, Florida (Address of principal executive offices) |  | 33602 (Zip Code) | 
| | ------------------------------------------------------------------------------- |  | ---------------- | 

Registrants telephone number, including area code: (813) 228-4111

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes x No o

Number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date (July 31, 2002):

Common Stock, Without Par Value   10

The registrant meets the conditions set forth in
General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

Index to Exhibits Appears on Page 22

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PART I. FINANCIAL INFORMATION

|Item 1. | Condensed Consolidated Financial Statements
|------- | -------------------------------------------

In the opinion of management,
the unaudited condensed consolidated financial statements include all adjustments that are of a recurring nature and necessary to present fairly the financial position of Tampa Electric Company as of June 30, 2002 and 2001, and the results of
operations and cash flows for the three-month and six-month periods ended June 30, 2002 and 2001. The results of operations for the three-month and six-month periods ended June 30, 2002 are not necessarily indicative of the entire fiscal year ending
Dec. 31, 2002. Reference should be made to the explanatory notes affecting the income and balance sheet accounts contained in Tampa Electric Companys Annual Report on Form 10-K for the year ended Dec. 31, 2001 and to the notes on pages 9
through 13 of this report.



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TAMPA ELECTRIC COMPANYCONDENSED CONSOLIDATED BALANCE SHEETSUnaudited(in millions)

|                                               |  | June 30,2002 |          | Dec. 31,2001 |  
|---------------------------------------------- |  | ------------ | -------- | ------------ | -
|                                               |  |              |          |              |  
|ASSETS                                         |  |              |          |              |  
|Property, plant and equipment                  |  |              |          |              |  
|Utility plant in service                       |  |              |          |              |  
|Electric                                       |  | $            | 4,253.2  |              | $
|Gas                                            |  |              | 716.9    |              |  
|Construction work in progress                  |  |              | 589.9    |              |  
|                                               |  |              |          |              |  
|                                               |  |              | 5,560.0  |              |  
|Accumulated depreciation                       |  |              | (2,087.0 | )            |  
|                                               |  |              |          |              |  
|                                               |  |              | 3,473.0  |              |  
|Other property                                 |  |              | 7.9      |              |  
|                                               |  |              |          |              |  
|                                               |  |              | 3,480.9  |              |  
|                                               |  |              |          |              |  
|Current assets                                 |  |              |          |              |  
|Cash and cash equivalents                      |  |              | 2.9      |              |  
|Restricted cash                                |  |              | 146.3    |              |  
|Receivables, less allowance for uncollectibles |  |              | 212.0    |              |  
|Inventories, at average cost                   |  |              |          |              |  
|Fuel                                           |  |              | 85.8     |              |  
|Materials and supplies                         |  |              | 51.4     |              |  
|Prepayments and other                          |  |              | 15.7     |              |  
|                                               |  |              |          |              |  
|                                               |  |              | 514.1    |              |  
|                                               |  |              |          |              |  
|Deferred debits                                |  |              |          |              |  
|Unamortized debt expense                       |  |              | 13.5     |              |  
|Deferred income taxes                          |  |              | 133.6    |              |  
|Regulatory assets                              |  |              | 141.0    |              |  
|Other                                          |  |              | 15.1     |              |  
|                                               |  |              |          |              |  
|                                               |  |              | 303.2    |              |  
|                                               |  |              |          |              |  
|                                               |  | $            | 4,298.2  |              | $
|                                               |  |              |          |              |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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TAMPA ELECTRIC COMPANYCONDENSED CONSOLIDATED BALANCE SHEETS  continuedUnaudited(in millions)

|                                                |  | June 30,2002 |         | Dec. 31,2001 |  
|----------------------------------------------- |  | ------------ | ------- | ------------ | -
|                                                |  |              |         |              |  
|LIABILITIES AND CAPITAL                         |  |              |         |              |  
|Capital                                         |  |              |         |              |  
|Common stock                                    |  | $            | 1,517.1 |              | $
|Retained earnings                               |  |              | 312.8   |              |  
|Accumulated other comprehensive loss            |  |              |        |              |  
|                                                |  |              |         |              |  
|                                                |  |              | 1,829.9 |              |  
|Long-term debt, less amount due within one year |  |              | 804.9   |              |  
|                                                |  |              |         |              |  
|                                                |  |              | 2,634.8 |              |  
|                                                |  |              |         |              |  
|Current Liabilities                             |  |              |         |              |  
|Long-term debt due within one year              |  |              | 377.7   |              |  
|Notes payable                                   |  |              | 281.2   |              |  
|Accounts payable                                |  |              | 133.6   |              |  
|Customer deposits                               |  |              | 89.3    |              |  
|Interest accrued                                |  |              | 20.2    |              |  
|Taxes accrued                                   |  |              | 102.6   |              |  
|                                                |  |              |         |              |  
|                                                |  |              | 1,004.6 |              |  
|                                                |  |              |         |              |  
|Deferred credits                                |  |              |         |              |  
|Deferred income taxes                           |  |              | 420.8   |              |  
|Investment tax credits                          |  |              | 29.3    |              |  
|Regulatory liabilities                          |  |              | 101.3   |              |  
|Other                                           |  |              | 107.4   |              |  
|                                                |  |              |         |              |  
|                                                |  |              | 658.8   |              |  
|                                                |  |              |         |              |  
|                                                |  | $            | 4,298.2 |              | $
|                                                |  |              |         |              |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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TAMPA ELECTRIC COMPANYCONDENSED CONSOLIDATED STATEMENTS OF INCOMEUnaudited(in millions)

|                                                                                                                      |  | For the three months ended June 30, |      
|--------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | -----
|                                                                                                                      |  |                                     |      
|                                                                                                                      |  | 2002                                |      
|                                                                                                                      |  |                                     |      
|Revenues                                                                                                              |  |                                     |      
|Electric (includes franchise fees and gross receipts taxes of $16.4 million in       2002, and $13.8 million in 2001) |  | $                                   | 413.1
|Gas (includes franchise fees and gross receipts taxes of $2.3 million in 2002,       and $4.0 million in 2001)        |  |                                     | 77.3 
|                                                                                                                      |  |                                     |      
|                                                                                                                      |  |                                     | 490.4
|                                                                                                                      |  |                                     |      
|Operating expenses                                                                                                    |  |                                     |      
|Operations                                                                                                            |  |                                     |      
|Fuel                                                                                                                  |  |                                     | 117.0
|Purchased power                                                                                                       |  |                                     | 63.5 
|Natural gas sold                                                                                                      |  |                                     | 38.2 
|Other                                                                                                                 |  |                                     | 68.0 
|Maintenance                                                                                                           |  |                                     | 27.7 
|Depreciation                                                                                                          |  |                                     | 54.3 
|Taxes-federal and state income                                                                                        |  |                                     | 26.1 
|Taxes-other than income                                                                                               |  |                                     | 34.1 
|                                                                                                                      |  |                                     |      
|                                                                                                                      |  |                                     | 428.9
|                                                                                                                      |  |                                     |      
|                                                                                                                      |  |                                     |      
|Operating income                                                                                                      |  |                                     | 61.5 
|                                                                                                                      |  |                                     |      
|Other income                                                                                                          |  |                                     |      
|Allowance for other funds used during construction                                                                    |  |                                     | 5.7  
|Other income, net                                                                                                     |  |                                     | 0.3  
|                                                                                                                      |  |                                     |      
|Total other income                                                                                                    |  |                                     | 6.0  
|                                                                                                                      |  |                                     |      
|                                                                                                                      |  |                                     |      
|Interest charges                                                                                                      |  |                                     |      
|Interest on long-term debt                                                                                            |  |                                     | 17.4 
|Other interest                                                                                                        |  |                                     | 2.5  
|Allowance for borrowed funds used during construction                                                                 |  |                                     | (2.2 
|                                                                                                                      |  |                                     |      
|Total interest charges                                                                                                |  |                                     | 17.7 
|                                                                                                                      |  |                                     |      
|                                                                                                                      |  |                                     |      
|Net income                                                                                                            |  | $                                   | 49.8 
|                                                                                                                      |  |                                     |      

The accompanying notes are an integral part of the condensed consolidated financial statements.



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TAMPA ELECTRIC COMPANYCONDENSED CONSOLIDATED STATEMENTS OF INCOMEUnaudited(in millions)

|                                                                                                                      |  | For the six months ended June 30, |      
|--------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | -----
|                                                                                                                      |  |                                   |      
|                                                                                                                      |  | 2002                              |      
|                                                                                                                      |  |                                   |      
|Revenues                                                                                                              |  |                                   |      
|Electric (includes franchise fees and gross receipts taxes of $30.3 million in       2002, and $26.9 million in 2001) |  | $                                 | 758.6
|Gas (includes franchise fees and gross receipts taxes of $5.6 million in 2002,       and $10.6 million in 2001)       |  |                                   | 162.7
|                                                                                                                      |  |                                   |      
|                                                                                                                      |  |                                   | 921.3
|                                                                                                                      |  |                                   |      
|Operating expenses                                                                                                    |  |                                   |      
|Operations                                                                                                            |  |                                   |      
|Fuel                                                                                                                  |  |                                   | 214.3
|Purchased power                                                                                                       |  |                                   | 102.7
|Natural gas sold                                                                                                      |  |                                   | 73.5 
|Other                                                                                                                 |  |                                   | 131.3
|Maintenance                                                                                                           |  |                                   | 54.6 
|Depreciation                                                                                                          |  |                                   | 107.3
|Taxes-federal and state income                                                                                        |  |                                   | 50.4 
|Taxes-other than income                                                                                               |  |                                   | 67.2 
|                                                                                                                      |  |                                   |      
|                                                                                                                      |  |                                   | 801.3
|                                                                                                                      |  |                                   |      
|                                                                                                                      |  |                                   |      
|Operating income                                                                                                      |  |                                   | 120.0
|                                                                                                                      |  |                                   |      
|Other income                                                                                                          |  |                                   |      
|Allowance for other funds used during construction                                                                    |  |                                   | 10.0 
|Other income, net                                                                                                     |  |                                   | 0.7  
|                                                                                                                      |  |                                   |      
|Total other income                                                                                                    |  |                                   | 10.7 
|                                                                                                                      |  |                                   |      
|                                                                                                                      |  |                                   |      
|Interest charges                                                                                                      |  |                                   |      
|Interest on long-term debt                                                                                            |  |                                   | 34.2 
|Other interest                                                                                                        |  |                                   | 4.8  
|Allowance for borrowed funds used during construction                                                                 |  |                                   | (3.9 
|                                                                                                                      |  |                                   |      
|Total interest charges                                                                                                |  |                                   | 35.1 
|                                                                                                                      |  |                                   |      
|                                                                                                                      |  |                                   |      
|Net income                                                                                                            |  | $                                 | 95.6 
|                                                                                                                      |  |                                   |      

The accompanying notes are an integral part of the condensed consolidated financial statements.



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TAMPA ELECTRIC COMPANYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSUnaudited(in millions)

|                                                                           |  | For the six months endedJune 30, |       
|-------------------------------------------------------------------------- |  | -------------------------------- | ------
|                                                                           |  |                                  |       
|                                                                           |  | 2002                             |       
|                                                                           |  |                                  |       
|Cash flows from operating activities                                       |  |                                  |       
|Net income                                                                 |  | $                                | 95.6  
|Adjustments to reconcile net income to net cash from operating activities: |  |                                  |       
|Depreciation                                                               |  |                                  | 107.3 
|Deferred income taxes                                                      |  |                                  | (26.0 
|Investment tax credits, net                                                |  |                                  | (2.2  
|Allowance for funds used during construction                               |  |                                  | (13.9 
|Deferred recovery clause                                                   |  |                                  | 51.3  
|Receivables, less allowance for uncollectibles                             |  |                                  | (45.3 
|Inventories                                                                |  |                                  | (17.2 
|Taxes accrued                                                              |  |                                  | 45.3  
|Interest accrued                                                           |  |                                  | 4.2   
|Accounts payable                                                           |  |                                  | (2.1  
|Other                                                                      |  |                                  | 11.9  
|                                                                           |  |                                  |       
|Cash flows from operating activities                                       |  |                                  | 208.9 
|                                                                           |  |                                  |       
|                                                                           |  |                                  |       
|Cash flows from investing activities                                       |  |                                  |       
|Capital expenditures                                                       |  |                                  | (379.7
|Allowance for funds used during construction                               |  |                                  | 13.9  
|                                                                           |  |                                  |       
|Cash flows from investing activities                                       |  |                                  | (365.8
|                                                                           |  |                                  |       
|                                                                           |  |                                  |       
|Cash flows from financing activities                                       |  |                                  |       
|Proceeds from contributed capital from parent                              |  |                                  | 199.0 
|Proceeds from long-term debt                                               |  |                                  | 147.1 
|Repayment of long-term debt                                                |  |                                  | (0.4  
|Funds held by Trustee - restricted cash                                    |  |                                  | (146.3
|Net increase (decrease) in short-term debt                                 |  |                                  | 32.2  
|Payment of dividends                                                       |  |                                  | (87.2 
|                                                                           |  |                                  |       
|Cash flows from financing activities                                       |  |                                  | 144.4 
|                                                                           |  |                                  |       
|                                                                           |  |                                  |       
|Net (decrease) increase in cash and cash equivalents                       |  |                                  | (12.5 
|Cash and cash equivalents at beginning of period                           |  |                                  | 15.4  
|                                                                           |  |                                  |       
|Cash and cash equivalents at end of period                                 |  | $                                | 2.9   
|                                                                           |  |                                  |       

The accompanying notes are an integral part of the condensed consolidated financial statements.



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TAMPA ELECTRIC COMPANYCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEUnaudited(in millions)

|                                                 |  | Three months endedJune 30, |      | Six months endedJune 30, |  
|------------------------------------------------ |  | -------------------------- | ---- | ------------------------ | -
|                                                 |  |                            |      |                          |  
|                                                 |  | 2002                       |      | 2001                     |  
|                                                 |  |                            |      |                          |  
|Net income                                       |  | $                          | 49.8 |                          | $
|                                                 |  |                            |      |                          |  
|Other comprehensive income, net of tax:          |  |                            |      |                          |  
|Cash flow hedges net of adjustments (see Note C) |  |                            |     |                          |  
|                                                 |  |                            |      |                          |  
|Comprehensive income                             |  | $                          | 49.8 |                          | $
|                                                 |  |                            |      |                          |  

The accompanying notes are an integral part of the condensed consolidated financial statements.



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A.   Summary of Significant Accounting Policies













B.   Derivatives and Hedging







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C.   Comprehensive Income



D.   Regulatory Assets
and Liabilities







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|(in millions)                               |  | June 30, 2002 |       | Dec. 31, 2001 |  
|------------------------------------------- |  | ------------- | ----- | ------------- | -
|                                            |  |               |       |               |  
|Regulatory assets:                          |  |               |       |               |  
|Regulatory tax asset (1)                    |  | $             | 45.9  |               | $
|Other:                                      |  |               |       |               |  
|Cost recovery clauses                       |  |               | 54.2  |               |  
|Coal contract buyout (2)                    |  |               | 6.8   |               |  
|Deferred bond refinancing costs (3)         |  |               | 12.6  |               |  
|Environmental remediation                   |  |               | 20.3  |               |  
|Other                                       |  |               | 1.2   |               |  
|                                            |  |               |       |               |  
|                                            |  |               | 95.1  |               |  
|                                            |  |               |       |               |  
|Total regulatory assets                     |  | $             | 141.0 |               | $
|                                            |  |               |       |               |  
|                                            |  |               |       |               |  
|Regulatory liabilities:                     |  |               |       |               |  
|Regulatory tax liability (1)                |  | $             | 39.8  |               | $
|Other:                                      |  |               |       |               |  
|Deferred allowance auction credits          |  |               | 1.2   |               |  
|Cost recovery clauses                       |  |               | 0.9   |               |  
|Deferred gain on property sales (4)         |  |               | 0.8   |               |  
|Revenue refund                              |  |               | 4.3   |               |  
|Environmental remediation                   |  |               | 20.3  |               |  
|Transmission and distribution storm reserve |  |               | 34.0  |               |  
|                                            |  |               |       |               |  
|                                            |  |               | 61.5  |               |  
|                                            |  |               |       |               |  
|Total regulatory liabilities                |  | $             | 101.3 |               | $
|                                            |  |               |       |               |  

______________

| |  | (1) |  | Related primarily to plant life. Includes excess deferred taxes of $22.7 million and $24.6 million as of June 30, 2002 and Dec. 31, 2001, respectively.
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (2) |  | Amortized over a 10-year period ending December 2004.
| |  | --- |  | -----------------------------------------------------

| |  | (3) |  | Refinancing costs comprise:
| |  | --- |  | ---------------------------

|Debt related to                      |  | Amortized until |     
|------------------------------------ |  | --------------- | ----
|                                     |  |                 |     
|Refinancing costs for $155.0 million |  |                 | 2003
|Refinancing costs for $51.6 million  |  |                 | 2005
|Refinancing costs for $25.0 million  |  |                 | 2011
|Refinancing costs for $38.0 million  |  |                 | 2011
|Refinancing costs for $100.0 million |  |                 | 2012
|Refinancing costs for $85.9 million  |  |                 | 2014

| |  | (4) |  | Amortized over a 5-year period with various ending dates.
| |  | --- |  | ---------------------------------------------------------

E.   Purchased Power



F.   Commitments and Contingencies







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G.   Contribution by Operating Division

|(in millions)          |  | Three Months Ended |       | Six Months Ended |  
|---------------------- |  | ------------------ | ----- | ---------------- | -
|                       |  |                    |       |                  |  
|                       |  | Revenues           |       | Net Income       |  
|                       |  |                    |       |                  |  
|June 30, 2002          |  |                    |       |                  |  
|Tampa Electric (1)     |  | $                  | 413.3 |                  | $
|Peoples Gas System (2) |  |                    | 77.3  |                  |  
|                       |  |                    |       |                  |  
|                       |  |                    | 490.6 |                  |  
|Other and eliminations |  |                    | (0.2  | )                |  
|                       |  |                    |       |                  |  
|Tampa Electric Company |  | $                  | 490.4 |                  | $
|                       |  |                    |       |                  |  
|                       |  |                    |       |                  |  
|June 30, 2001          |  |                    |       |                  |  
|Tampa Electric (1)     |  | $                  | 359.0 |                  | $
|Peoples Gas System (2) |  |                    | 82.3  |                  |  
|                       |  |                    |       |                  |  
|                       |  |                    | 441.3 |                  |  
|Other and eliminations |  |                    | (0.2  | )                |  
|                       |  |                    |       |                  |  
|Tampa Electric Company |  | $                  | 441.1 |                  | $
|                       |  |                    |       |                  |  

______________

| |  | (1) |  | Net income includes provisions for taxes of $23.3 million and $41.5 million, respectively, for the three and six months ended June 30, 2002, and $21.5 million and $38.3 million, respectively, for the three and six months
ended June 30, 2001.
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (2) |  | Net income includes provisions for taxes of $2.8 million and $8.9 million, respectively, for the three and six months ended June 30, 2002, and $2.5 million and $8.7 million, respectively, for the three and six months
ended June 30, 2001.
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

H.   Long-Term Debt and Other Financings



I.   New Accounting Pronouncements





---











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|Item 2. | Managements Narrative Analysis of Results of Operations
|------- | --------------------------------------------------------

This Quarterly
Report on Form 10-Q contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions. These forward-looking statements include references to the Companys anticipated results of
operations, growth rates, capital investments and funding requirements and other future plans. Certain factors that could cause actual results to differ materially from those projected in these forward-looking statements include the following:
interest rates and other factors that could impact the Companys ability to obtain access to sufficient capital on satisfactory terms; general economic conditions, particularly those in Tampa Electrics service area affecting energy sales;
weather variations affecting energy sales and operating costs; potential competitive changes in the electric and gas industries, particularly in the area of retail comp etition; regulatory actions affecting Tampa Electric and Peoples Gas System
(PGS); commodity price changes affecting the competitive positions of Tampa Electric and PGS; and changes in and compliance with environmental regulations that may impose additional costs or curtail some activities. Some of these factors are
discussed more fully under Investment Considerations in TECO Energys Annual Report on Form 10-K for the year ended Dec. 31, 2001, and in TECO Energys Registration Statement on Form S-3 (Registration No. 333-83958), and
references are made thereto.

Results of Operations

Three Months Ended June 30, 2002:

The Companys net income for the quarter ended June 30, 2002 was $49.8 million, up from $42.3 million recorded for the three-month period ended June 30, 2001. The
18-percent increase for the quarter relative to last year reflected higher sales due to continued strong customer growth, a return to more normal weather patterns and higher allowance for funds used during construction (AFUDC) (which represents
allowed interest and equity cost capitalized to the construction costs), primarily from the Gannon to Bayside Units 1 and 2 repowering project.

Electric division (Tampa Electric)

Tampa Electrics net income for the second quarter was $45.4 million, compared with $38.1 million for the same period in 2001. Tampa Electric showed
improved results from customer growth of almost 3 percent and 12 percent higher retail energy sales due to more-normal weather patterns. Retail energy sales in 2001 were lower due to mild spring weather. Results for the quarter included higher
depreciation expense from normal plant additions and higher operations and maintenance expense related to a small-scale employee retirement program. The equity component of AFUDC, primarily from the Gannon to Bayside Units 1 and 2 repowering
project, increased to $5.7 million for the quarter, from $1.3 million for the same period last year. A summary of the operating statistics for the three months ended June 30, 2002 and 2001 follows:



---

|(in millions, except average customers) |  | Operating revenues |       | Kilowatt-hour sales |  
|--------------------------------------- |  | ------------------ | ----- | ------------------- | -
|                                        |  |                    |       |                     |  
|Three months ended June 30,             |  | 2002               |       | 2001                |  
|                                        |  |                    |       |                     |  
|Residential                             |  | $                  | 193.5 |                     | $
|Commercial                              |  |                    | 119.5 |                     |  
|Industrial - Phosphate                  |  |                    | 21.5  |                     |  
|Industrial - Other                      |  |                    | 21.7  |                     |  
|Other sales of electricity              |  |                    | 29.6  |                     |  
|Deferred and other revenues             |  |                    | (0.4  | )                   |  
|                                        |  |                    |       |                     |  
|                                        |  |                    | 385.4 |                     |  
|Sales for resale                        |  |                    | 18.6  |                     |  
|Other operating revenue                 |  |                    | 9.3   |                     |  
|                                        |  |                    |       |                     |  
|                                        |  | $                  | 413.3 |                     | $
|                                        |  |                    |       |                     |  
|                                        |  |                    |       |                     |  
|Average customers (thousands)           |  |                    | 588.4 |                     |  
|                                        |  |                    |       |                     |  
|Retail output to line (kilowatt hours)  |  |                    |       |                     |  
|                                        |  |                    |       |                     |  

Natural Gas division (Peoples Gas System)

PGS reported net income of
$4.4 million for the quarter, compared with $4.2 million for the same period last year. Quarterly results reflected almost 4 percent customer growth, higher commercial usage, increased gas transportation for power generation customers and off-system
sales, and lower operating expenses. Operating expenses were lower than last year reflecting the lower cost of gas sold, while depreciation increased due to normal plant growth. A summary of operating statistics for the three months ended June 30,
2002 and 2001 is below:

|(in millions, except average customers) |  | Operating revenues |       | Therms |  
|--------------------------------------- |  | ------------------ | ----- | ------ | -
|                                        |  |                    |       |        |  
|Three months ended June 30,             |  | 2002               |       | 2001   |  
|                                        |  |                    |       |        |  
|By Customer Segment:                    |  |                    |       |        |  
|Residential                             |  | $                  | 14.9  |        | $
|Commercial                              |  |                    | 28.6  |        |  
|Industrial                              |  |                    | 3.1   |        |  
|Off system sales                        |  |                    | 20.7  |        |  
|Power generation                        |  |                    | 3.0   |        |  
|Other revenues                          |  |                    | 7.0   |        |  
|                                        |  |                    |       |        |  
|                                        |  | $                  | 77.3  |        | $
|                                        |  |                    |       |        |  
|                                        |  |                    |       |        |  
|By Sales Type:                          |  |                    |       |        |  
|System supply                           |  | $                  | 51.8  |        | $
|Transportation                          |  |                    | 18.5  |        |  
|Other revenues                          |  |                    | 7.0   |        |  
|                                        |  |                    |       |        |  
|                                        |  | $                  | 77.3  |        | $
|                                        |  |                    |       |        |  
|                                        |  |                    |       |        |  
|Average customers (thousands)           |  |                    | 276.7 |        |  
|                                        |  |                    |       |        |  

On June 27, 2002, PGS filed an application for a rate increase with the Florida Public Service Commission (FPSC). In
this filing, PGS has requested the FPSC to authorize interim rate relief of $5.4 million of annual gross revenues effective within 60 days of the filing. In total, PGS is seeking a permanent rate increase of $22.6 million of annual base revenue, a 9
percent increase, with an allowed return on equity of 11.75 percent, compared with the current 11.25 percent, effective within eight months from the date of the filing. Since its last rate case in 1992, PGS has added more than 100,000 customers, a
57 percent increase, nearly doubled its pipeline system to almost 9,000 miles and experienced a 30 percent increase in the consumer price index.



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Non-operating Items

The equity portion of AFUDC was $5.7 million and
$1.3 million for the three months ended June 30, 2002 and 2001, respectively. AFUDC has increased due to Tampa Electrics generation expansion program.

Total interest charges were $17.7 million for the three months ended June 30, 2002 compared to $17.9 million for the same period in 2001. Increased financing costs for
the second quarter of 2002, reflecting primarily higher borrowing levels were offset by greater AFUDC credits.

Six Months Ended June 30, 2002:

The Companys net income for the six months ended June 30, 2002 was $95.6 million, up from $83.3 million recorded for the six-month period ended June 30, 2001. The
15-percent increase relative to last year reflected continued strong customer growth, improved results from higher income related to a pole attachment revenue true-up in the electric division and higher AFUDC, primarily related to the Gannon to
Bayside Units 1 and 2 repowering project.

Electric division (Tampa Electric)

Tampa
Electrics year-to-date net income increased almost 19 percent to $81.4 million, reflecting approximately 3 percent customer growth and more than 3 percent higher retail energy sales as a result of a return to more-normal spring weather. Tampa
Electric also showed improved results from higher income accruals related to a pole attachment revenue true-up recorded in the first quarter of 2002. The equity component of AFUDC increased to $10.0 million for the first six months of 2002 from $2.1
million in the first half of 2001. Depreciation expense and operations and maintenance expenses increased as a result of the factors discussed for the quarter. A summary of operating statistics for the six months ended June 30, 2002 and 2001
follows:

|(in millions, except average customers) |  | Operating revenues |       | Kilowatt-hour sales |  
|--------------------------------------- |  | ------------------ | ----- | ------------------- | -
|                                        |  |                    |       |                     |  
|Six months ended June 30,               |  | 2002               |       | 2001                |  
|                                        |  |                    |       |                     |  
|Residential                             |  | $                  | 356.2 |                     | $
|Commercial                              |  |                    | 222.3 |                     |  
|Industrial - Phosphate                  |  |                    | 37.7  |                     |  
|Industrial - Other                      |  |                    | 40.8  |                     |  
|Other sales of electricity              |  |                    | 55.8  |                     |  
|Deferred and other revenues             |  |                    | (9.8  | )                   |  
|                                        |  |                    |       |                     |  
|                                        |  |                    | 703.0 |                     |  
|Sales for resale                        |  |                    | 31.9  |                     |  
|Other operating revenue                 |  |                    | 24.1  |                     |  
|                                        |  |                    |       |                     |  
|                                        |  | $                  | 759.0 |                     | $
|                                        |  |                    |       |                     |  
|                                        |  |                    |       |                     |  
|Average customers (thousands)           |  |                    | 587.8 |                     |  
|                                        |  |                    |       |                     |  
|Retail output to line (kilowatt hours)  |  |                    |       |                     |  
|                                        |  |                    |       |                     |  

Natural Gas division (Peoples Gas System)

PGS year-to-date net
income was $14.2 million, compared with $14.7 million for the same period last year. Year-to-date results reflected mild winter weather partially offset by almost 4 percent customer growth, higher commercial usage and increased volumes for low
margin, transportation gas for electric power generators, interruptible customers and off-system sales as lower gas prices made gas utilization more attractive for price sensitive customers. Operating expenses were lower than last year, reflecting
the lower cost of gas sold, while depreciation increased due to normal plant growth. A summary of operating statistics for the six months ended June 30, 2002 and 2001 follows:



---

|(in millions, except average customers) |  | Operating revenues |       | Therms |  
|--------------------------------------- |  | ------------------ | ----- | ------ | -
|                                        |  |                    |       |        |  
|Six months ended June 30                |  | 2002               |       | 2001   |  
|                                        |  |                    |       |        |  
|By Customer Segment:                    |  |                    |       |        |  
|Residential                             |  | $                  | 40.7  |        | $
|Commercial                              |  |                    | 64.3  |        |  
|Industrial                              |  |                    | 6.5   |        |  
|Off system sales                        |  |                    | 31.1  |        |  
|Power generation                        |  |                    | 5.8   |        |  
|Other revenues                          |  |                    | 14.3  |        |  
|                                        |  |                    |       |        |  
|                                        |  | $                  | 162.7 |        | $
|                                        |  |                    |       |        |  
|                                        |  |                    |       |        |  
|By Sales Type:                          |  |                    |       |        |  
|System supply                           |  | $                  | 109.7 |        | $
|Transportation                          |  |                    | 38.7  |        |  
|Other revenues                          |  |                    | 14.3  |        |  
|                                        |  |                    |       |        |  
|                                        |  | $                  | 162.7 |        | $
|                                        |  |                    |       |        |  
|                                        |  |                    |       |        |  
|Average customers (thousands)           |  |                    | 276.3 |        |  
|                                        |  |                    |       |        |  
|                                        |  |                    |       |        |  

Non-operating Items

The equity component of AFUDC was $10.0
million and $2.1 million for the six months ended June 30, 2002 and 2001, respectively. AFUDC has increased due to Tampa Electrics generation expansion program.

Total interest charges were $35.1 million for the six months ended June 30, 2002 compared to $38.7 million for the same period in 2001. Increased financing costs for the
first six months of 2002 reflecting primarily higher borrowing levels were offset by greater AFUDC credits.

Critical Accounting Policies

Managements Discussion & Analysis of Financial Condition & Results of Operations provides a narrative explanation of the Companys consolidated
financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and judgments under different assumptions or conditions. Please refer toCritical Accounting Policies of the Managements Discussion & Analysis of Financial Condition & Results of Operations section of the Companys Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2001 for a
discussion of our critical accounting policies. See also Note A - Summary of Significant Accounting Policies to the Condensed Consolidated Financial Statements.

Liquidity and Changes in Financial
Condition

In June 2002, the Hillsborough County Industrial Development Authority (HCIDA) issued $147.1 million of HCIDA Pollution
Control Revenue Refunding Bonds (Tampa Electric Company Project) Series 2002, for the benefit of the Company. Restricted cash at June 30, 2002 of $146.3 million primarily reflects the net proceeds from these bonds held by the trustee which were used
in July and August 2002 to refund outstanding HCIDA tax-exempt debt previously issued for the benefit of Tampa Electric Company. This refinancing is expected to result in annual pretax savings of $3.4 million. See Note H to the Condensed
Consolidated Financial Statements for additional information.



---

As reported in the Companys Form 10-Q for the quarter ended March 31, 2002, on April 25, 2002, Standard &
Poors Rating Service (S&P) lowered the ratings on Tampa Electrics debt securities to A- from A for its senior secured debt and senior unsecured debt, and to A-2 from A-1 for its commercial paper. The summary of all current credit ratings
follows.

Credit Ratings/Senior Debt(as of Apr. 25, 2002)

|                 |  | Moodys |     | Standard & Poors |  | Fitch | 
|---------------- |  | ------- | --- | ----------------- |  | ----- | 
|                 |  |         |     |                   |  |       | 
|Senior Secured   |  |         | Aa3 |                   |  | A-    | 
|Senior Unsecured |  |         | A1  |                   |  | A-    | 
|Commercial Paper |  |         | P1  |                   |  | A2    | 

The Company issues commercial paper. This program is backed by the Companys $300 million bank credit line
facilities. The Companys ability to utilize its commercial paper program is dependent upon maintaining investment grade ratings, and would be adversely affected by changes in the commercial paper market or if bank credit facilities were
unavailable. In order to utilize the bank credit facilities, the Companys debt-to-capital ratio, as defined in the credit agreement, may not exceed 65.0% at the end of the applicable quarter. The Companys debt-to-capital ratio was 41.9%
at June 30, 2002.

Accounting Standards

Business Combinations, Goodwill and Other Intangible Assets

Effective Jan. 1, 2002, the Company adopted Financial Accounting Standards Board FAS 141, Business Combinations, and FAS 142, Goodwill and Other Intangible
Assets. FAS 141 requires all business combinations initiated after June 30, 2001, to be accounted for using the purchase method of accounting. The Company has no recorded goodwill. See Note I to the Condensed Consolidated Financial Statements
for additional information.

Accounting for Asset Retirement Obligations

In July 2001, the
Financial Accounting Standards Board issued FAS 143, Accounting for Asset Retirement Obligations, which requires the recognition of a liability at fair value for an asset retirement obligation in the period in which it is incurred. FAS 143
is effective for fiscal years beginning after June 15, 2002. The Company is reviewing the impact that FAS 143 will have on its results. See Note I to the Condensed Consolidated Financial Statements for additional information.

Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections

In April 2002, the Financial Accounting Standards Board issued FAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections. See Note Q to the Condensed Consolidated Financial Statements on page 19 for additional information. The implementation of FAS 145 is not anticipated to have a significant impact on the Companys results.

Accounting for Exit or Disposal Activities

In July 2002, the Financial Accounting Standards Board
issued FAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses the accounting for costs under certain circumstances, including costs to terminate a contract that is not a capital lease, costs to
consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred
compensation contract. FAS 146 is effective for disposal activities initiated after December 31, 2002.



---

|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Interest Rate Risk

The Company is exposed to changes in interest rates primarily as a result of its borrowing activities, as discussed in Item 7a of the Companys Annual Report on Form
10-K for the year ended Dec. 31, 2001. At June 30, 2002, there was no material change from Dec. 31, 2001, in the Companys exposure to interest rate risk.

Commodity Price Risk

The Company is subject to commodity price risk, as discussed in Item 7a of the Companys Annual Report on Form 10-K for the year ended Dec. 31,
2001. At June 30, 2002, there was no material change from Dec. 31, 2001, in the Companys exposure to commodity price risk.



---

PART II. OTHER INFORMATION

|Item 1. | Legal Proceedings
|------- | -----------------

> The Company has advised the Florida Department of
> Environmental Protection (FDEP) that it expects to accept a resolution opportunity afforded in an FDEP violation letter dated July 12, 2002. Specifically, the allegation that Tampa Electrics failure to timely respond to an information request
> violated a consent order would be resolved through performance of an environmental in-kind project at a cost of less than $200,000 in lieu of monetary sanctions. See the discussion of additional environmental matters in
> Note F.

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

(a)   Exhibits - See index on page 22.

(b)   Reports on Form 8-K

> The registrant did not file any Current Reports on Form 8-K for the quarter ended June 30, 2002.



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                        |  |  | TAMPA ELECTRIC COMPANY          
         (Registrant)                                                            
|----------------------- |  |  | ------------------------------------------------------------------------------------------------------------------
|Date:   August 13, 2002 |  |  | *By: /s/ G. L. GILLETTE                                                                                           
|                        |  |  |                                                                                                                   
|                        |  |  | G. L. GILLETTE   Senior Vice President  Finance      and Chief Financial
Officer    (Principal Financial Officer)



---

ELECTRIC Q

INDEX TO EXHIBITS

| | Exhibit No. |  | Description of Exhibits                                                                                                                                                                                                     
| | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             |  |                                                                                                                                                                                                                             
| | 4.1         |  | Loan and Trust Agreement among Hillsborough County Industrial Development Authority, Tampa Electric Company and The Bank of New York Trust Company of Florida, as trustee, dated as of June 11, 2002, maturing
Oct. 1, 2013.
| |             |  |                                                                                                                                                                                                                             
| | 4.2         |  | Loan and Trust Agreement among Hillsborough County Industrial Development Authority, Tampa Electric Company and The Bank of New York Trust Company of Florida, as trustee, dated as of June 11, 2002, maturing
Oct. 1, 2023.
| |             |  |                                                                                                                                                                                                                             
| | 10.1        |  | Annual Incentive Compensation Plan for TECO Energy and subsidiaries, as revised Apr. 17, 2002.                                                                                                                              
| |             |  |                                                                                                                                                                                                                             
| | 12          |  | Ratio of earnings to fixed charges.                                                                                                                                                                                         
| |             |  |                                                                                                                                                                                                                             
| | 99          |  | Certification by Chief Executive Officer and Chief Financial Officer.                                                                                                                                                       
| |             |  |