# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

# FORM 10-Q



|(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, 2005

|[_] | 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: | 001-10608
|----------------------- | ---------

|Florida Public Utilities Company                      
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|Florida                                                        | 59-0539080                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

|401 South Dixie Highway, West Palm Beach, FL | 33401     
|-------------------------------------------- | ----------
|(Address of principal executive offices)     | (Zip Code)

|(561) 832-0872                                      
|----------------------------------------------------
|(Registrant's telephone number, including area code)

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  [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes [X]   No [  ]

On July 25, 2005, there were 5,960,601 shares of $1.50 par value common stock outstanding.

---

# INDEX

|Part I. | Financial Information
|------- | ---------------------

| | Item 1.     Financial Statements
| | --------------------------------

| | Condensed Consolidated Statements of Income
                                    Condensed Consolidated Balance Sheets
                                    Condensed Consolidated Statements of Cash Flows
                                    Notes to Condensed Consolidated Financial Statements
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations
| | -------------------------------------------------------------------------------------------------

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

| | Item 4.     Controls and Procedures
| | -----------------------------------

|Part II. | Other Information
|-------- | -----------------

| | Item 4.     Submission of Matters to a Vote of Security Holders
| | ---------------------------------------------------------------

| | Item 6.     Exhibits
| | --------------------

| | Signatures
| | ----------

---

# PART I        Financial
Information
Item 1.     Financial Statements

---

FLORIDA PUBLIC UTILITIES COMPANY
                                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                      (dollars in thousands, except per share data)

|                                                                      |  | Three Months EndedJune 30, |   | Six Months EndedJune 30, |  
|--------------------------------------------------------------------- |  | -------------------------- | - | ------------------------ | -
|Revenues                                                              |  | 2005                       |   | 2004                     |  
|Natural gas                                                           |  | $      14,161              |   | $      12,109            |  
|Electric                                                              |  | 11,063                     |   | 10,126                   |  
|Propane gas                                                           |  | 3,105                      |   | 2,494                    |  
|                                                                      |  |                            |   |                          |  
|Total revenues                                                        |  | 28,329                     |   | 24,729                   |  
|Cost of fuel and taxes based on revenues                              |  | 17,366                     |   | 15,368                   |  
|                                                                      |  |                            |   |                          |  
|Gross Profit                                                          |  | 10,963                     |   | 9,361                    |  
|                                                                      |  |                            |   |                          |  
|Operating Expenses                                                    | 
|Operations                                                            |  | 6,246                      |   | 5,545                    |  
|Depreciation and amortization                                         |  | 1,789                      |   | 1,451                    |  
|Taxes other than income taxes                                         |  | 713                        |   | 650                      |  
|                                                                      |  |                            |   |                          |  
|Total operating expenses                                              |  | 8,748                      |   | 7,646                    |  
|                                                                      |  |                            |   |                          |  
|Operating income before other income and(deductions) and income taxes |  | 2,215                      |   | 1,715                    |  
|                                                                      |  |                            |   |                          |  
|Other Income and (Deductions)                                         | 
|Merchandise and service revenue                                       |  | 1,124                      |   | 762                      |  
|Merchandise and service expenses                                      |  | (1,157                     | ) | (741                     | )
|Other income                                                          |  | 150                        |   | 142                      |  
|Interest expense                                                      |  | (1,127                     | ) | (1,108                   | )
|                                                                      |  |                            |   |                          |  
|Total other deductions - net                                          |  | (1,010                     | ) | (945                     | )
|                                                                      |  |                            |   |                          |  
|Income before income taxes                                            |  | 1,205                      |   | 770                      |  
|Income taxes                                                          |  | (354                       | ) | (248                     | )
|                                                                      |  |                            |   |                          |  
|Net Income                                                            |  | 851                        |   | 522                      |  
|Preferred Stock Dividends                                             |  | 7                          |   | 7                        |  
|                                                                      |  |                            |   |                          |  
|Earnings for Common Stock                                             |  | $           844            |   | $           515          |  
|                                                                      |  |                            |   |                          |  
|                                                                      |  |                            |   |                          |  
|Earnings Per Common Share (basic and diluted)                         |  | $          0.14            |   | $          0.09          |  
|                                                                      |  |                            |   |                          |  
|Dividends Declared Per Common Share                                   |  | $      0.1033              |   | $      0.1000            |  
|                                                                      |  |                            |   |                          |  
|Average Shares Outstanding                                            |  | 5,945,697                  |   | 5,897,840                |  

The financial statements should be read in conjunction with the Notes herein.

---

FLORIDA PUBLIC UTILITIES COMPANY
                                 CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                      (dollars in thousands)

|                                             |  | June 30,2005 |   | December 31,2004 |  
|-------------------------------------------- |  | ------------ | - | ---------------- | -
|                                             |  |              |   |                  |  
|ASSETS                                       |  |              |   |                  |  
|Utility Plant                                |  | $   176,543  |   | $   173,348      |  
|Less accumulated depreciation                |  | 55,409       |   | 54,625           |  
|                                             |  |              |   |                  |  
|Net utility plant                            |  | 121,134      |   | 118,723          |  
|                                             |  |              |   |                  |  
|Current Assets                               | 
|Cash                                         |  | 637          |   | 499              |  
|Accounts receivable                          |  | 9,543        |   | 10,847           |  
|Allowance for uncollectible accounts         |  | (338         | ) | (269             | )
|Unbilled receivables                         |  | 1,564        |   | 2,285            |  
|Notes receivable                             |  | 311          |   | 394              |  
|Inventories (at average or unit cost)        |  | 3,313        |   | 2,956            |  
|Prepayments and deferrals                    |  | 442          |   | 2,713            |  
|                                             |  |              |   |                  |  
|Total current assets                         |  | 15,472       |   | 19,425           |  
|                                             |  |              |   |                  |  
|Other Assets                                 | 
|Investments held for environmental costs     |  | 3,212        |   | 3,183            |  
|Other regulatory assets                      |  | 9,492        |   | 9,713            |  
|Long term receivable and other investments   |  | 5,732        |   | 5,811            |  
|Deferred charges                             |  | 6,829        |   | 7,652            |  
|Unamortized debt discounts                   |  | 1,921        |   | 1,962            |  
|Goodwill                                     |  | 2,405        |   | 2,405            |  
|Intangible assets (net)                      |  | 2,810        |   | 2,814            |  
|                                             |  |              |   |                  |  
|Total other assets                           |  | 32,401       |   | 33,540           |  
|                                             |  |              |   |                  |  
|Total                                        |  | $   169,007  |   | $   171,688      |  
|                                             |  |              |   |                  |  
|CAPITALIZATION AND LIABILITIES               | 
|Capitalization                               | 
|Common shareholders' equity                  |  | $     45,458 |   | $     43,213     |  
|Preferred stock                              |  | 600          |   | 600              |  
|Long-term debt                               |  | 52,500       |   | 52,500           |  
|                                             |  |              |   |                  |  
|Total capitalization                         |  | 98,558       |   | 96,313           |  
|                                             |  |              |   |                  |  
|Current Liabilities                          | 
|Line-of-credit                               |  | 2,306        |   | 5,825            |  
|Accounts payable                             |  | 7,072        |   | 9,861            |  
|Insurance accrued                            |  | 320          |   | 364              |  
|Interest accrued other                       |  | 803          |   | 969              |  
|Accruals and payables                        |  | 4,833        |   | 4,101            |  
|Deferred income tax                          |  | 194          |   | 241              |  
|Over recovery of conservation and unbundling |  | 354          |   | 94               |  
|Over recovery of fuel costs                  |  | 595          |   |                 |  
|Customer deposits                            |  | 7,278        |   | 6,891            |  
|                                             |  |              |   |                  |  
|Total current liabilities                    |  | 23,755       |   | 28,346           |  
|                                             |  |              |   |                  |  
|Other Liabilities                            | 
|Deferred income taxes                        |  | 18,032       |   | 18,915           |  
|Regulatory liabilities                       |  | 24,710       |   | 24,464           |  
|Other liabilities                            |  | 3,952        |   | 3,650            |  
|                                             |  |              |   |                  |  
|Total other liabilities                      |  | 46,694       |   | 47,029           |  
|                                             |  |              |   |                  |  
|Total                                        |  | $   169,007  |   | $   171,688      |  
|                                             |  |              |   |                  |  

The financial statements should be
read in conjunction with the Notes herein.

---

FLORIDA PUBLIC UTILITIES COMPANY
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                      (dollars in thousands)

|                                                    |  | Six Months EndedJune 30, |  
|--------------------------------------------------- |  | ------------------------ | -
|                                                    |  | 2005                     |  
|                                                    |  |                          |  
|Net cash flow provided by operating activities      |  | $    9,893               |  
|                                                    |  |                          |  
|Cash flows from investing activities                | 
|Construction expenditures                           |  | (5,716                   | )
|Proceeds from notes receivable                      |  | 279                      |  
|Other                                               |  | 176                      |  
|                                                    |  |                          |  
|Net cash used in investing activities               |  | (5,261                   | )
|                                                    |  |                          |  
|Cash flows from financing activities                | 
|Net change in short-term borrowings                 |  | (3,519                   | )
|Dividends paid                                      |  | (1,201                   | )
|Other                                               |  | 226                      |  
|                                                    |  |                          |  
|Net cash provided by (used in) financing activities |  | (4,494                   | )
|                                                    |  |                          |  
|                                                    |  |                          |  
|Net increase in cash                                |  | 138                      |  
|                                                    |  |                          |  
|Cash at beginning of period                         |  | 499                      |  
|                                                    |  |                          |  
|Cash at end of period                               |  | $       637              |  
|                                                    |  |                          |  

The financial statements should be read
in conjunction with the Notes herein.

---

# FLORIDA PUBLIC
UTILITIES COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005

|1. | Basis of Presentation
|-- | ---------------------

| | In
the opinion of Management, the accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (GAAP) for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by GAAP for complete financial
statements. All adjustments necessary for fair presentation have been included. The
operating results for the period are not necessarily indicative of the results that may be
expected for the full year. For further information, refer to the audited consolidated
financial statements and footnotes included in the Companys Annual Report on Form
10-K for the year ended December 31, 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Collateralized Assets
|-- | ---------------------

| | Substantially
all of the Companys utility plant and the shares of Flo-Gas Corporation
collateralize the Companys First Mortgage Bonds (long-term debt). Balances in cash,
accounts receivable and inventory are collateral for the line of credit.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Restriction on Dividends
|-- | ------------------------

| | Florida
Public Utilities (FPU) Fifteenth Supplemental Indenture of Mortgage and Deed of
Trust restricts the amount that is available for cash dividends.  At June 30, 2005,
approximately $7.5 million of retained earnings were free of such restriction and
therefore available for the payment of dividends. Our line of credit agreement contains
covenants that, if violated, could restrict or prevent the payment of dividends. The
Company is not in violation of these covenants.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Summary of Revenues
and Operating Income Before Income Taxes
|-- | ------------------------------------------------------------

| | The following is a summary of revenues and operating income before income taxes (dollars in
thousands):
| | -------------------------------------------------------------------------------------------------------

| |                                                                                      |  | Three Months Ended June 30, |  | Six Months Ended June 30, | 
| | ------------------------------------------------------------------------------------ |  | --------------------------- |  | ------------------------- | 
| |                                                                                      |  | 2005                        |  | 2004                      | 
| | Revenues                                                                             |  |                             |  |                           | 
| | Natural gas                                                                          |  | $   14,161                  |  | $   12,109                | 
| | Electric                                                                             |  | 11,063                      |  | 10,126                    | 
| | Propane gas                                                                          |  | 3,105                       |  | 2,494                     | 
| |                                                                                      |  |                             |  |                           | 
| | Total revenues                                                                       |  | $   28,329                  |  | $   24,729                | 
| |                                                                                      |  |                             |  |                           | 
| | Operating income before income taxes                                                 | 
| | Natural gas                                                                          |  | $     1,275                 |  | $        612              | 
| | Electric                                                                             |  | 722                         |  | 880                       | 
| | Propane gas                                                                          |  | 218                         |  | 223                       | 
| |                                                                                      |  |                             |  |                           | 
| | Total operating income before other
        income and (deductions) and income taxes |  | $     2,215                 |  | $     1,715               | 
| |                                                                                      |  |                             |  |                           | 

|5. | Reclassification
|-- | ----------------

| | Certain amounts in the 2004 financial statements have been reclassified to conform to the 2005
presentation.
| | ------------------------------------------------------------------------------------------------------------

|6. | Goodwill and Other Intangible Assets
|-- | ------------------------------------

| | In
accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the
Company does not amortize goodwill or intangibles with indefinite lives. The Company
periodically tests the applicable reporting segments, natural gas and propane gas, for
impairment, and in the event a segment is impaired, the associated goodwill and intangible
assets would be written down to fair value.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | Intangible
assets associated with the Companys acquisitions have been identified as a separate
line item on the balance sheet. The intangibles subject to amortization over a five-year
period are non-compete agreements totaling $35,000. The related accumulated amortization
of $25,000 is included in the net intangible on the balance sheet. The remaining
intangibles are customer distribution rights of approximately $1.9 million and customer
relationships valued at $900,000, both of which have indefinite lives and are not subject
to amortization.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Goodwill
associated with the Companys acquisitions has been identified as a separate line
item on the balance sheet and consists of $500,000 in the natural gas segment and $1.9
million in the propane gas segment. The impairment test performed in 2005 showed no
impairment for either reporting segment.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | Environmental Contingencies
|-- | ---------------------------

| | FPU
is subject to federal and state regulation with respect to soil, groundwater and employee
health and safety matters and to environmental regulations issued by the Florida
Department of Environmental Protection (FDEP), the United States Environmental Protection
Agency (EPA) and other federal and state agencies. For full disclosure of the legal items
impacting the Company, please refer to Contingencies in the Notes to
Consolidated Financial Statements in the Companys most recent Form 10-K.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | At
June 30, 2005, the Company, based on projections, has recorded $14.0 million as an
environmental liability. The majority of expenditures are expected to be paid before 2010,
including an estimated $10 million in 2007, but may continue for another 20 to 30 years.
In 2004, the Florida Public Service Commission (FPSC) approved rate recovery on this
liability beginning January 1, 2005. The Company has recovered to date $4.9 million from
insurance and through rate recovery. The balance of $9.1 million is recorded as a
regulatory asset.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | Use of Estimates
|-- | ----------------

| | The
preparation of financial statements in conformity with GAAP requires the Company to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of any contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the
reporting period. Significant estimates include the allowances, accruals for pensions,
environmental liabilities, liability reserves, unbilled revenue, over earnings and
hurricane expense cost recovery. Actual results may differ from these estimates and
assumptions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | Common Shareholders Equity
|-- | ---------------------------

| | Items
impacting common shareholders equity other than income and dividends are the
Companys dividend reinvestment program, employee stock purchase program, stock
compensation plans and treasury stock. The impact of these additional items increased
common shareholders equity approximately $264,000 for the six months ended June 30,
2005.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10. | Sale of Water Division
|--- | ----------------------

| | In
2003, the Company sold certain assets comprising its water utility system.  The fair
value of the consideration was approximately $25.0 million. FPU received $19.2 million in
cash at closing and has an agreement from the purchaser to pay approximately $7.4 million
in variable annual installments until February 15, 2010.  FPU recognized and recorded
the present value of the long-term receivable of $5.7 million, using a discount rate of
4.34%. The long-term receivable has been subsequently increased to recognize interest
income. The second variable annual installment of $254,250 was received in February 2005.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11. | Allowance for Doubtful Accounts
|--- | -------------------------------

| | The
Company records an allowance for doubtful accounts based on historical information and
trended current economic conditions.
| | -------------------------------------------------------------------------------------------------------------------------------

---

|12. | Storm Related Impacts
|--- | ---------------------

| | The
Company incurred storm expenses due to the 2004 hurricanes and charged those expenses
against its storm reserves. The natural gas segment had expenses which exceeded the amount
in storm reserves and has deferred those excess expenses pending approval of a December
2004 request to the FPSC for recovery through a surcharge. The request also included an
amount for funding a future storm reserve of $300,000. Management believes the FPSC will
allow recovery of the 2004 natural gas storm expenses through a special surcharge to
customers over a period of time in the future.  See the table below for a summary of
the storm costs, interest, and 2002 over earnings applied to the reserve as of June 30,
2005. The remaining $390,000 of storm expenses in excess of the reserve have been
classified and shown on the balance sheet as a regulatory asset pending future rate
recovery. The recovery of storm damages, if any, will be subject to the approval of the
FPSC and is expected to be determined in the third quarter of 2005. If the FPSC does not
approve the Companys request for a special surcharge to customers or disallows a
portion of the costs charged to the reserve, the expenses will increase by the disallowed
portion.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Storm Reserve-Regulatory Asset    |  |           |  
|--------------------------------- |  | --------- | -
|                                  |  |           |  
|1/1/04 Beginning Balance          |  | $(59,000  | )
|                                  |  |           |  
|Storm Costs                       |  | 558,000   |  
|                                  |  |           |  
|Accrued Interest                  |  | 9,000     |  
|                                  |  |           |  
|Over earnings (applied from 2002) |  | (118,000  | )
|                                  |  |           |  
|6/30/05 Ending Balance            |  | $ 390,000 |  
|                                  |  |           |  

|13. | Over Earnings  Natural Gas Segment
|--- | -----------------------------------

| | The
FPSC approves rates that are intended to permit a specified rate of return on investment
and limits the maximum amount of earnings of regulated operations. FPU has estimated that
it will have over earnings in 2005 for its regulated natural gas operations of $251,000
and has provided an accrual along with a reduction to revenues. This liability has been
included in Accruals on our balance sheet. The calculations supporting these liabilities
are complex and involve a variety of projections and estimates prior to the ultimate
settlement of such obligations. It is reasonably possible that management estimates of the
Companys earnings obligations could change in the next two quarters and the amount
of changes could be material.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
disposition of any over earnings is at the discretion of the FPSC, with alternatives
including refunding to customers, adding the over earnings to the storm damage reserves,
funding environmental reserves or reducing any depreciation reserve deficiency.
Finalization of the disposition and determination of the amount of over earnings is not
expected until 2006.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
finalization of over earnings for 2002 in the Companys natural gas operations of
approximately $118,000 was recently ordered by the FPSC to be added to our storm damage
reserve.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14. | Stock Dividend
|--- | --------------

| | On
July 25, 2005 a three-for-two stock split in the form of a stock dividend was issued to
the shareholders of record on July 15, 2005. All common share information has been
restated to reflect the stock split for all periods presented.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|15. | Tax Contingency
|--- | ---------------

| | The
IRS is currently in the process of auditing the Companys 2002 and 2003 federal
income tax returns. The Company may incur related interest expense and income tax
liabilities as a result of this audit. At this time management is unable to estimate the
effects, if any, that could result from the final resolution of this IRS audit. The
Company expects the audit will be completed before the end of 2005.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 2.   
Managements Discussion and Analysis of Financial Condition and Results of Operations (MDA)

# Overview

FPU has three primary business
segments: natural gas, electric and propane gas. The natural gas and electric segments are
regulated by the Florida Public Service Commission (FPSC).

The regulated segments are required
to receive approval to set the rates charged to customers. The rates approved by the FPSC
allow FPU the possibility to achieve a rate of return on its regulated investment and
recovery of expenditures. There is a maximum cap on the rate of return that can be earned
in the regulated natural gas and electric operations. As part of the regulation, the costs
of fuel and certain overheads are passed through to customers. The company is currently
expecting to have an over earnings liability because the rate of return is currently
projected to exceed the maximum rate of return for its 2005 natural gas operations. See
Over Earnings  Natural Gas Segment in Outlook below.

FPUs strategy is to concentrate
on developing stronger relationships with its customers, including builders and developers
of residential and commercial properties. FPU is positioning itself as a total energy
company, rather than solely a supplier of electricity or gas. Included in the strategy is
a plan to increase the rate of future growth by concentrating on increasing customers and
territory coverage using new marketing programs, along with acquiring small energy related
companies, particularly propane gas companies. The Company actively pursues opportunities
to purchase small gas companies to assist in growth as feasible opportunities arise.

Contributing to variations in income
are the effects of seasonal weather conditions, the timing of rate increases, and the
migration of winter residents and tourists to Florida during the winter season.

On July 25, 2005 a three-for-two
stock split in the form of a stock dividend was issued to the shareholders of record on
July 15, 2005. All common share information has been restated to reflect the stock split.

# Results of Operations

# Revenue and Gross Profit
Summary

Gross profit is defined as gross
operating revenues less fuel costs, conservation costs, and revenue based taxes that are
passed through to customers. FPU believes that gross profit provides a more meaningful
basis for evaluating utility revenue because revenue for the items passed through to
customers have no effect on results of operations and fluctuations in such costs distort
the relationship of gross operating revenues between periods.

---

|                                       |  | Three Months Ended June 30, |  | Six Months Ended June 30, | 
|-------------------------------------- |  | --------------------------- |  | ------------------------- | 
|Revenue and Gross Profit:              |  | 2005                        |  | 2004                      | 
|(dollars in thousands)                 | 
|Natural Gas                            | 
|Revenues                               |  | $14,161                     |  | $12,109                   | 
|Cost of fuel and other pass thru costs |  | 8,132                       |  | 7,388                     | 
|                                       |  |                            
|Gross Profit                           |  | $  6,029                    |  | $  4,721                  | 
|                                       |  |                            
|Electric                               | 
|Revenues                               |  | $11,063                     |  | $10,126                   | 
|Cost of fuel and other pass thru costs |  | 7,709                       |  | 6,813                     | 
|                                       |  |                            
|Gross Profit                           |  | $  3,354                    |  | $  3,313                  | 
|                                       |  |                            
|Propane Gas                            | 
|Revenues                               |  | $  3,105                    |  | $  2,494                  | 
|Cost of fuel and other pass thru costs |  | 1,525                       |  | 1,167                     | 
|                                       |  |                            
|Gross Profit                           |  | $  1,580                    |  | $  1,327                  | 
|                                       |  |                            

Three Months Ended June
30, 2005, Compared with Three Months Ended June 30, 2004.

# Revenues and Gross Profit

Natural Gas 
Natural gas service revenues
increased $2,052,000 in the second quarter of 2005 over the same period in 2004. Of this
increase, $744,000 was due to the increase in the cost of fuel and other costs that were
passed through to customers. Gross profit increased $1,308,000 or 28%. The primary reason
for the gross profit and revenue increase was the final rate increase effective November
2004 as well as normal customer growth and a slight increase in units sold. Revenues
include a reduction of $251,000 for the estimated over earnings liability for calendar
year 2005. See Outlook Over Earnings-Natural Gas Segment below.

Electric
Electric service revenues increased
$937,000 in the second quarter of 2005 over the same period in 2004. Of this increase,
$896,000 was due to the cost of fuel and other costs that were passed through to
customers. Gross profit increased $41,000 or 1%.

Propane Gas
Propane revenue increased $611,000
and gross profit increased $253,000 or 19% in the second quarter of 2005 over the same
period in 2004. The increase in revenues and gross profit is primarily due to the increase
in the propane rates charged to customers. This rate change not only covered the increase
in cost of propane, but also contributed to the increase in gross profit. Propane unit
sales increased 8% in 2005 due primarily to the addition of a large wholesale customer
along with an increase in the total number of customers.

# Operating Expenses

Operating expenses increased
$1,102,000 or approximately 14% in the second quarter of 2005 compared to the same period
in 2004. Increases were primarily due to normal inflation, growth factors, amortization
and maintenance related items. Payroll expenses increased $101,000 primarily due to a
shift in the electric segment from work on capital assets to operational and maintenance
needs in 2005, and normal payroll increases. Maintenance expenses excluding payroll
increased in the electric operations by $141,000 primarily due to projects to improve
service reliability including tree trimming and the use of a temporary mobile substation
until a new transformer is purchased and in service. See Liquidity and Capital
Resources below for more information on this new transformer. Delayed maintenance
and temporary employee vacancies contributed to the lower than expected increase in
operating expenses in our natural gas segment. Operation and maintenance expenses for our
natural gas segment are approximately $200,000 less than Managements original
forecast for the second quarter of 2005.

---

Other contributing factors to the
increase in operating expenses include higher depreciation and amortization expense of
$338,000. This increase includes amortization of the bare steel replacement program and
environmental expenses approved in our 2004 natural gas rate proceeding.

# Total Other Deductions

Merchandise and Service profitability
decreased by $54,000 in the second quarter of 2005 compared to the same period in 2004;
revenue increased $362,000 and expenses increased $416,000. The company has experienced an
increase in sales and cost of sales primarily related to a new product line of generators
and propane tanks. Management is currently reviewing the profitability of the various
merchandise products and determining possible strategy changes in our product line and
future pricing to increase profitability in this area.

Six Months Ended June 30,
2005, Compared with Six Months Ended June 30, 2004.

# Revenues and Gross Profit

Natural Gas
Natural gas service revenues
increased $5,205,000 for the six months ended in 2005 over the same period in 2004. Of
this increase, $1,868,000 was due to the increase in the cost of fuel and other costs that
were passed through to customers. Gross profit increased $3,337,000 or 31%. The primary
reason for the gross profit and revenue increase was the final rate increase effective
November 2004 as well as normal customer growth and a slight increase in units sold.
Revenue includes a reduction of $251,000 for the estimated over earnings liability for the
calendar year 2005. See Outlook Over Earnings-Natural Gas Segment
below.

Electric 
Electric service revenues increased
$2,013,000 for the six months ended in 2005 over the same period in 2004. Of this
increase, $1,536,000 was due to the cost of fuel and other costs that were passed through
to customers. Gross profit increased $477,000 or 8%. The
increase in gross profit was primarily due to the rate increases granted in March 2004,
along with normal customer growth and a 2% increase in units sold.

Propane Gas 
Propane revenue increased $1,095,000
and gross profit increased $501,000 or 16% for the six months ended in 2005 over the same
period in 2004. The increase in revenues and gross profit is primarily due to the increase
in the propane rates charged to customers. This rate change not only covered the increase
in cost of propane, but also contributed to the increase in gross profit. Propane unit
sales increased 5% in 2005 due primarily to the addition of a large wholesale customer
along with an increase in the total number of customers.

# Operating Expenses

Operating expenses increased
$2,250,000 or approximately 14% for the six months ended in 2005 compared to the same
period in 2004. Increases were primarily due to normal inflation, growth factors,
amortization, pension and maintenance related items. Payroll expenses increased $304,000
primarily due to a shift in the electric segment from work on capital assets to
operational and maintenance needs in 2005, and normal payroll increases. Pension expense
increased $ 169,000 due to the expected return on assets having not kept pace with
continually growing liabilities. Increases in piping expenses and an emphasis in the sales
area contributed to an increase in propane operating costs of $195,000. Maintenance
expenses excluding payroll increased in the electric operations by $279,000 primarily due
to projects to improve service reliability including tree trimming and the use of a
temporary mobile substation until a new transformer is purchased and in service. See
Liquidity and Capital Resources for more information on this new transformer.
Delayed maintenance and temporary employee vacancies contributed to the lower than
expected increase in operating expenses in our natural gas segment. Operation and
maintenance expenses for our natural gas segment are approximately $600,000 less than
Managements original forecast for the first half of 2005.

Other contributing factors to the
increase in operating expenses include higher depreciation and amortization expense of
$674,000. This increase includes amortization of the bare steel replacement program and
environmental expenses approved in our 2004 natural gas rate proceeding.

---

# Total Other Deductions

Merchandise and Service profitability
decreased by $67,000 for the six months ended in 2005 compared to the same period in 2004;
revenue increased $547,000 and expenses increased $614,000. The company has experienced an
increase in sales and cost of sales primarily related to a new product line of generators
and propane tanks. Management is currently reviewing the profitability of the various
merchandise products and determining possible strategy changes in our product line and
future pricing to increase profitability in this area.

# Liquidity and Capital
Resources

FPU currently has a $12.0 million
line of credit (LOC), that upon 30 days notice by the Company can be increased to a
maximum of $20.0 million. The LOC expires on June 30, 2007. The LOC contains affirmative
and negative covenants that, if violated, would give the bank the right to accelerate the
due date of the loan to be immediately payable. The covenants include certain financial
ratios. All ratios are currently exceeded and management believes the Company is in full
compliance with all covenants and anticipates continued compliance. FPU reserves $1.0
million of the LOC to cover expenses for any major storm repairs in its electric segment,
along with reserving an additional $250,000 for a letter of credit covering propane
facilities. As of June 30, 2005, the amount borrowed from the LOC was $2.3 million. The
LOC, long-term debt and preferred stock as of June 30, 2005 comprised 55% of total
capitalization and debt.

FPUs 1942 Indenture of Mortgage
and Deed of Trust, which is a mortgage on all real and personal property, permits the
issuance of additional bonds based upon a calculation of unencumbered net real and
personal property. At June 30, 2005, such calculation would permit the issuance of
approximately $33.8 million of additional bonds.

Net cash flow provided by continuing
operating activities for 2005 compared to the prior year increased by approximately $2.4
million. This is primarily due to the increases in revenues received in recent rate
proceedings for our natural gas and electric operations.

Prepaid income taxes of approximately
$1,625,000 were included in Prepayments at December 31, 2004. These amounts have been
refunded or applied towards the 2005 tax liability. At June 30, 2005, there is an income
tax liability of approximately $191,000 included in Accruals on our balance sheet.

Construction expenditures decreased
in 2005 through June compared to the same period last year by approximately $1,300,000,
primarily due to two large projects in 2004 to rebuild two substations in our electric
segment. Construction expenditures for the remainder of the year are budgeted to be
approximately the same for 2005 as 2004. The Companys only material commitment for
construction expenditures is in the Northeast electric division for purchasing a
transformer for $600,000 in the second half of 2005. Our South Florida natural gas
division is planning to sell property occupied by its Boynton Beach Gate Station for
approximately $700,000. Any gain from this sale is expected to be amortized through
depreciation and is not expected to affect the financial results during the remainder of
2005. The Company also expects to begin construction in its natural gas segment of new
facilities to service the northern portion of Palm Beach County. Construction expenditures
totaling approximately $1,200,000 are expected to occur in the later portion of 2005
through 2006.

In 2005, $254,000 was received on the
notes receivable from the sale of water division.

The Company expects that internally
generated cash, coupled with short-term borrowings on the LOC, will be sufficient to
satisfy its operating expenses, normal capital expenditure requirements, and dividend
payments for the next year. However, cash requirements will increase significantly in the
future due to environmental clean up costs, sinking fund payments on long-term debt, and
pension contributions. Environmental clean up is forecasted to require payments of
approximately $10 million in 2007 and an additional $4 million in the years after 2007.
Long-term debt sinking fund payments of approximately $1,400,000 will begin in 2008 and
will continue annually for eleven years. Although in recent years the Company has not been
required to make contributions to the pension plan, current projections show yearly
contributions will need to begin with an approximate payment of $1,810,000 in 2007.
Depending upon the actual environmental expenditures, pension contributions, operational
requirements, and construction expenditures, additional financing may be needed to pay off
the LOC prior to its expiration in 2007. The Company may consider equity or debt offerings
for the additional financing.

---

# Outlook

Storm Reserve
The Company incurred storm expenses
due to the 2004 hurricanes and charged those expenses against its storm reserves. The
natural gas segment had expenses which exceeded the amount in storm reserves and has
deferred those excess expenses pending approval of a December 2004 request to the FPSC for
recovery through a surcharge. The request also included an amount for funding a future
storm reserve of $300,000. Management believes the FPSC will allow recovery of the 2004
natural gas storm expenses through a special surcharge to customers over a period of
time in the future.  See the table below for a summary of the storm costs, interest,
and 2002 over earnings applied to the reserve as of June 30, 2005. The remaining $390,000
of storm expenses in excess of the reserve have been classified and shown on the balance
sheet as a regulatory asset pending future rate recovery. The recovery of storm damages,
if any, will be subject to the approval of the FPSC and is expected to be determined in
the third quarter of 2005. If the FPSC does not approve the Companys request for a
special surcharge to customers or disallows a portion of the costs charged to the reserve,
the expenses will increase by the disallowed portion.

|Storm Reserve-Regulatory Asset    |  |               |  
|--------------------------------- |  | ------------- | -
|                                  |  |               |  
|1/1/04 Beginning Balance          |  | $    (59,000  | )
|                                  |  |               |  
|Storm Costs                       |  | 558,000       |  
|Accrued Interest                  |  | 9,000         |  
|Over earnings (applied from 2002) |  | (118,000      | )
|                                  |  |               |  
|6/30/05 Ending Balance            |  | $     390,000 |  
|                                  |  |               |  

Electric Power Supply
Contracts with our two electric
suppliers expire on December 31, 2007. The contracts currently provide FPU electricity at
rates that are much lower than market rates. The savings are passed through to our
customers without FPU profiting from the lower prices on fuel. Re-negotiation of our
supply contracts below market prices will not reoccur. The Company expects a substantial
increase between our current contract prices and the anticipated market prices in 2008. If
the Company enters into contracts with new suppliers, additional transmission facilities
will most likely have to be constructed and wheeling charges for the delivery of
electricity will also increase the cost of fuel. The Company is petitioning the FPSC to
phase-in the impact of market price fuel cost increases to our customers expected in 2008.
The Company is unable to estimate what impact, if any, higher rates could have on electric
consumption.

The Company has also incurred
fuel-related expenses associated with the negotiation of these new fuel contracts and
those costs have been passed through to our electric customers as fuel costs. The recovery
of these fuel-related costs, if any, will be subject to the approval of the FPSC and is
expected to be determined in 2005. If the FPSC does not approve the Companys pass
through of these costs in the fuel cost or disallows a portion of the costs, the expenses
will increase by the disallowed portion. As of June 30, 2005, the maximum exposure for
2005 is approximately $141,000.

Over Earnings- Natural
Gas Segment 
The FPSC approves rates that are
intended to permit a specified rate of return on investment and limits the maximum amount
of earnings of regulated operations. FPU has estimated that it will have over earnings in
2005 for its regulated natural gas operations of $251,000 and has provided an accrual
along with a reduction to revenues. This liability has been included in accruals on our
balance sheet. The calculations supporting these liabilities are complex and involve a
variety of estimates and projections prior to the ultimate settlement of such obligations.
It is reasonably possible that management estimates of the Companys earnings
obligations could change in the next two quarters and the amount of the changes could be
material.

---

The disposition of any over earnings
is at the discretion of the FPSC, with alternatives including refunding to customers,
adding the over earnings to the storm damage reserves, funding environmental reserves or
reducing any depreciation reserve deficiency. Finalization of the disposition and
determination of the amount of over earnings is not expected until 2006.

The Natural Gas segment experienced
higher than expected net operating income for the second quarter of 2005 in part due to
delayed maintenance and temporary employee vacancies. Operation and maintenance expenses
for our natural gas segment are approximately $600,000 less than Managements
original forecast for the first half of 2005. Management expects expenses will be higher
in the second half of 2005 as vacancies are filled and delayed maintenance is performed on
vehicles and facilities. Management estimates that earnings in the third and fourth
quarters will be negatively impacted due to these additional expenditures.

The finalization of over earnings for
2002 in the Companys natural gas operations of approximately $118,000 was recently
ordered by the FPSC to be added to our storm damage reserve.

401K Plan
The Company has discontinued
eligibility to the pension plan for all new non-union hires, and has begun a new 401K
match for new hires, effective January 1, 2005. This same change for unionized employees
has been accepted by the two union groups in South Florida. The remaining union groups in
Central, Northeast and Northwest Florida will be reviewing and negotiating these changes
to their contracts later this year or in 2006.

# Forward-Looking
Statements (Cautionary Statement)

This report contains forward-looking
statements including those relating to the Companys expectation that internally
generated cash, coupled with short-term borrowings, will be sufficient to satisfy its
operating expense, normal capital expenditure requirements, and dividend payments for the
next year; that financing may be needed to pay off the line of credit; the sale of our
Boynton Beach Gate Station will occur and the resulting amortization will materialize in
2005 as expected; that the FPSC will approve recovery of the 2004 storm expenses; that the
Company expects to have higher fuel costs for 2008 and beyond; the natural gas over
earnings liability will materialize as estimated; and the company may have interest
expense and income tax liabilities as a result of IRS audit findings. These statements
involve certain risks and uncertainties. Actual results may differ materially from what is
expressed in such forward-looking statements. Important factors that could cause actual
results to differ materially from those expressed by the forward-looking statements
include, but are not limited to, weather conditions, changes in laws or regulations,
changes in the market environment, restrictions on FPUs ability to raise capital on
favorable terms, any direct or indirect effects of terrorist threats and activities, and
FPUs successfully petitioning for and receiving rate increases.

# Item 3.   Quantitative and
Qualitative Disclosures About Market Risk

All financial instruments held by FPU
were entered into for purposes other than for trading. FPU has market risk exposure only
from the potential loss in fair value resulting from changes in interest rates. FPU has no
material exposure relating to commodity prices because FPU, under its regulatory
jurisdictions, is fully compensated for the actual costs of commodities (natural gas and
electricity) used in its operations. Any commodity price increases for propane gas are
normally passed through monthly to propane gas customers as the fuel charge portion of
their rate.

None of FPUs gas or electric
contracts is accounted for using the fair value method of accounting. While some of
FPUs contracts meet the definition of a derivative, FPU has designated these
contracts as normal purchases and sales under SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities.

FPU has no exposure to equity risk,
as it does not hold any equity instruments. FPUs exposure to interest rate risk is
limited to investments held for environmental costs, the water sale long-term receivable
and short-term borrowings on the line of credit. The investments held for environmental
costs are short-term fixed income debt securities whose carrying amounts are not
materially different than fair value. The short-term borrowings were $2.3 million at the
end of June 2005. Therefore, FPU does not believe it has material market risk exposure
related to these instruments. The indentures governing FPUs two first mortgage bond
series outstanding contain make-whole provisions, which are pre-payment
penalties that charge for lost interest, which render refinancing impracticable.

---

# Item 4.   Controls and
Procedures

# Disclosure Controls and
Procedures

FPUs management carried out an
evaluation, under the supervision and with the participation of FPUs Chief Executive
Officer and Chief Financial Officer, of the effectiveness of FPUs disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of June 30, 2005, FPUs disclosure controls and procedures were
(1) designed to ensure that material information relating to FPU is made known to
FPUs Chief Executive Officer and Chief Financial Officer by others, particularly
during the period in which this report was being prepared, and (2) effective, in that they
provide reasonable assurance that information required to be disclosed by FPU in the
reports that FPU files or submits under the Exchange Act are recorded, processed,
summarized and reported within the time periods specified in the SECs rules and
forms.

# Changes in Internal
Control over Financial Reporting

No change in FPUs internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) occurred during the fiscal quarter ended June 30, 2005 that has materially
affected, or is reasonably likely to materially affect, FPUs internal control over
financial reporting.

---

# PART II.        OTHER
INFORMATION
Item 4.     Submission of Matters to a Vote of Security Holders

The Company held its annual meeting
of stockholders on May 10, 2005. At that meeting, the stockholders were asked to consider
and act on the election of one director, approve a Non-Employee Directors Compensation
Plan, approve an amendment to Companys Employee Stock Purchase Plan to increase
number of shares of common stock available under the Plan by 100,000 treasury shares, and
ratify the appointment of BDO Seidman, LLP, as the Companys independent audit firm.

The following person was elected as
director for term expiring in 2008 and received the number of votes set forth opposite his
respective name:

|Nominee             |  | For       |  | Against/Withheld |  | Broker Non-votes |  | Abstentions | 
|------------------- |  | --------- |  | ---------------- |  | ---------------- |  | ----------- | 
|Paul L. Maddock, Jr |  | 5,040,137 |  | 381,503          |  | 0                |  | 0           | 

Additionally, with respect to
Directors:
Richard C. Hitchins to continue in office until 2007
Ellen T. Benoit and John T. English to continue in office until 2006

The following votes were cast which
resulted in approval of the Non-Employee Directors Compensation Plan:

|For       |  | Against/Withheld |  | Broker Non-votes |  | Abstentions | 
|--------- |  | ---------------- |  | ---------------- |  | ----------- | 
|3,337,220 |  | 736,457          |  | 1,291,260        |  | 56,703      | 

The following votes were cast which resulted
in approval of an amendment to the Companys Employee Stock Purchase Plan to increase
the number of shares of common stock available under the Plan by 100,000 treasury shares:

|For       |  | Against/Withheld |  | Broker Non-votes |  | Abstentions | 
|--------- |  | ---------------- |  | ---------------- |  | ----------- | 
|3,450,504 |  | 629,528          |  | 1,291,260        |  | 50,348      | 

The following votes were cast to
ratify appointment of the Companys independent audit firm, BDO Seidman, LLP:

|For       |  | Against/Withheld |  | Broker Non-votes |  | Abstentions | 
|--------- |  | ---------------- |  | ---------------- |  | ----------- | 
|5,371,462 |  | 21,102           |  | 0                |  | 29,076      | 

On July 25, 2005 a three-for-two stock
split in the form of a stock dividend was issued to the shareholders of record on July 15,
2005. The number of votes listed in Item 4 above has been restated to reflect the stock
split.

---

# Item 6.     Exhibits

| | 3.1 |  | Amended Articles of Incorporation (incorporated herein by reference as Exhibit 3.1 to
FPUs quarterly report on Form 10-Q for the period ended June 30, 2002.)
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.2 |  | Amended By-Laws (incorporated herein by reference as Exhibit 3(ii) to FPUs quarterly
report on Form 10-Q for the period ended June 30, 2002.)
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

| | 4.1 |  | Indenture of Mortgage and Deed of Trust of FPU dated as of September 1, 1942 (incorporated by reference herein to
                    Exhibit 7-A to Registration No. 2-6087).
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.2 |  | Fourteenth Supplemental Indenture dated September 1, 2001 (incorporated by reference to
exhibit 4.2 on FPUs annual report on form 10-K for the year ended December 31,
2001).
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.3 |  | Fifteenth Supplemental Indenture dated November 1, 2001 (incorporated by reference to
exhibit 4.3 on FPUs annual report on form 10-K for the year ended December 31,
2001).
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.1 |  | Certification of Chief Executive Officer (CEO) per Section 302 of the Sarbanes-Oxley Act
of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------

| | 31.2 |  | Certification
of Chief Financial Officer (CFO) per Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------

| | 32 |  | Certification of Principal Executive Officer and Principal Financial Officer per Section
906 of the Sarbanes-Oxley Act of 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.

| | FLORIDA PUBLIC UTILITIES COMPANY(Registrant)
| | --------------------------------------------

|Date:    August 12, 2005 | By: | /s/ George M. Bachman                                                  
|------------------------ | --- | -----------------------------------------------------------------------
|                         |     | George M. BachmanChief Financial Officer (Principal Accounting Officer)

---

# FLORIDA PUBLIC
UTILITIES COMPANY
EXHIBIT INDEX

Item Number

| | 31.1 |  | Certification of Chief Executive Officer (CEO) per Section 302 of the Sarbanes-Oxley Act
of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------

| | 31.2 |  | Certification
of Chief Financial Officer (CFO) per Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------

| | 32 |  | Certification of Principal Executive Officer and Principal Financial Officer per Section
906 of the Sarbanes-Oxley Act of 2002.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------