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 March 31, 1997

                                OR

[ ]  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 0-1055

                 FLORIDA PUBLIC UTILITIES COMPANY
      (Exact name of registrant as specified in its charter)

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

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

(Registrant's telephone number, including area code)   (407)  832-2461

(Former name, former address and former fiscal year, if changed since last   
report)

  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

        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
           PROCEEDINGS DURING THE PRECEDING FIVE YEARS

  Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.  Yes    No

               APPLICABLE ONLY TO CORPORATE ISSUERS

  Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.  At April 30, 1997 there were
1,480,897 shares of $1.50 par value common shares outstanding.










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


                                              March 31,  December 31, 
                                                 1997        1996     

ASSETS

Utility Plant                                 $108,046       $106,684 
  Less accumulated depreciation and
    amortization                                37,482         36,808 
      Net utility plant                         70,564         69,876 
 
Current Assets
  Cash and overnight investments                   887            841 
  Accounts receivable - net                      8,348          8,062 
  Inventories and prepayments                    3,535          4,079 
      Total                                     12,770         12,982 

Investments Held in Escrow for
  Environmental Costs                            3,048          2,881 

Deferred Charges                                 1,288          2,430 

Deferred Income Taxes and 
  Regulatory Asset                               2,826          2,825 
  
      Total                                   $ 90,496       $ 90,994 


CAPITALIZATION AND LIABILITIES

Capitalization
  Common shareholders' equity                 $ 25,204       $ 24,511 
  Preferred stock                                  600            600 
  Long-term debt                                23,500         23,500 
      Total                                     49,304         48,611 

Current Liabilities
  Notes payable                                  7,200          7,900 
  Accounts payable                               5,690          7,564 
  Taxes accrued                                    962            308 
  Other                                          5,548          4,677 
  Customer deposits                              3,693          3,634 
      Total                                     23,093         24,083 

Deferred Credits                                 6,988          6,975 

Deferred Income Taxes and
  Regulatory Liability                          11,111         11,325 

      Total                                   $ 90,496       $ 90,994 










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



                                                  Three Months Ended   
                                                       March 31,       
                                                  1997           1996 

Revenues
  Natural gas                                    $10,702        $11,036 
  Electric                                         9,560         10,393 
  Water                                              439            412 
  Propane gas                                      1,442          1,678 
    Total revenues                                22,143         23,519 

Cost of Fuel and Taxes
 Based on Revenues                                14,835         15,524 

Operating Margin                                   7,308          7,995 

Operating Expenses
  Operations                                       3,470          3,381 
  Depreciation                                       994            960 
  Taxes other than income taxes                      459            433 
  Income taxes                                       581            955 
    Total operating expenses                       5,504          5,729 

Operating Income                                   1,804          2,266 

Interest Expense                                    (759)          (709)
Other Income                                           1              7 

Net Income                                         1,046          1,564 

Preferred Stock Dividends                              7              7 

Earnings for Common Stock                        $ 1,039        $ 1,557 

Earnings Per Common Share                        $   .70        $  1.06 

Dividends Per Common Share                       $   .30        $   .30 

Average Shares Outstanding                     1,478,771      1,464,479 
                FLORIDA PUBLIC UTILITIES COMPANY
   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                          (in thousands)


                                              
                                                    Three Months Ended
                                                         March 31,       
                                                    1997           1996 
Cash Flows from Operating Activities
  Net income                                      $1,046         $1,564 
  Adjustments to reconcile net income to
    net cash provided by operating activities
    Depreciation                                     994            960 
    Other                                           (148)           174 
  Changes in operating assets and liabilities
    Accounts receivable                             (326)        (1,335)
    Inventories and prepayments                      544             16 
    Accounts payable and accrued expenses           (251)         2,702 
    Over/(under)recovery of fuel costs             1,180           (913)
    Other                                            (51)            32 

    Net cash provided by operating activities      2,988          3,200 

Cash Flows from Investing Activities
  Construction expenditures                       (1,726)        (1,692)
  Other                                             (164)           (18)
    Net cash used by investing activities         (1,890)        (1,710)

Cash Flows from Financing Activities
  Net change in short-term borrowings               (700)        (1,100)
  Dividends paid                                    (449)          (431)
  Other                                               97             75 

    Net cash used by financing activities         (1,052)        (1,456)

Net Increase in Cash and Overnight Investments        46             34 

Cash and Overnight Investments at Beginning
  of Period                                          841            270 

Cash and Overnight Investments at End 
  of Period                                       $  887         $  304 






<PAGE>
                 FLORIDA PUBLIC UTILITIES COMPANY
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 1997

1.   In the opinion of the Company, the accompanying condensed consolidated
     financial statements contain all adjustments (consisting only of normal
     recurring accruals) necessary to present fairly the financial
     information contained therein.  The results of operations are not
     necessarily indicative of the results expected for the full year.

2.   The First Mortgage Bond Indentures provide for restrictions on the
     payment of cash dividends.  At March 31, 1997, under the most
     restrictive provision, approximately $4,100,000 of retained earnings
     were unrestricted.
<PAGE>
                 FLORIDA PUBLIC UTILITIES COMPANY
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          MARCH 31, 1997



Financial Condition  The Company has a $15,000,000 line of credit with its
primary bank of which $7,200,000 is outstanding.  The line provides for
interest at LIBOR plus one-half percent.  The Company is approved by the
Florida Public Service Commission to borrow up to $15,000,000 on a line of
credit basis, $14,000,000 of which is available for general corporate purposes
with the remaining $1,000,000 reserved as a contingency for major storm
repairs in the Marianna electric division.

Overview  The Company is organized into three regulated business segments,
natural gas, electric and water and one non-regulated segment, propane gas. 
The gas and electric segments aggregate approximately 95% of total operating
margin.

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

                                     1997         1996        1995 
Natural and Propane Gas
  Operating margin                $ 4,586      $ 5,273     $ 4,545
  Less propane gas                    760          940         892
  Remainder                       $ 3,826      $ 4,333     $ 3,653 

Electric
  Operating margin                $ 2,323      $ 2,347     $ 2,159 
  Less industrial                     132          125         161 
  Remainder                       $ 2,191      $ 2,222     $ 1,998 


Operating Margin  Operating margin, defined as gross operating revenues less
cost of fuel and taxes passed-through to customers which are based on
revenues, provides a more meaningful basis for evaluating utility operations
since fuel costs and taxes passed-through to customers have no effect on
results of operations and fluctuations in such costs distort the relationship
of gross operating revenues and operating margin (revenues retained by the
Company for operating purposes).

Natural and Propane Gas Service Total natural and propane gas service
operating margin decreased $687,000 or about 13% in 1997 as compared with
1996.  Excluding propane gas operating margin from total gas operating margin,
remaining operating margin decreased $507,000 or about 12% in 1997 as compared
with 1996.  The decrease in natural gas operating margin is due principally to
a 64% decrease in heating degree days.  Similarly, the decrease in propane gas
operating margin is due principally to the warmer weather in 1997.

Total natural and propane gas service operating margin increased $728,000 or
about 16% in 1996 as compared with 1995.  Excluding propane gas operating
margin from total gas operating margin, remaining operating margin increased
$680,000, or about 19% in 1996, as compared with 1995.  The increase in
natural gas operating margin is due principally to an increase in heating
degree days of approximately 33% from the comparable period in 1995 and the
effect of an approved final increase in base rates of $1,282,000 annually,
which became effective last May (approved lesser interim rates were in effect
for the first quarter of 1995).  Propane gas operating margin increased
$48,000, about 5%.  Similarly, the increase in propane gas operating margin is
due principally to the colder weather in 1996.

Electric Service Total electric service operating margin decreased $24,000 or
1% in 1997 as compared with 1996.  Affecting the comparison of operating
margin are two industrial customers.  Excluding these customers, operating
margin decreased $31,000 or about 1%.  The effect on consumption of the warmer
weather was greater than the effect on consumption of the 2.5% increase in
customer growth.

Total electric service operating margin increased $188,000, about 9% in 1996,
as compared with 1995.  Excluding the two industrial customers, operating
margin increased $224,000, about 11%.  Other than industrial customers, the
increase in operating margin is due principally to a 2% growth in customers
and a 9% increase in average consumption per customer.  A portion of the
increase in average consumption per customer is attributable to the colder
weather in 1996.

Operating Expenses In 1997, operating expenses, excluding cost of fuel and
taxes passed-through to customers, increased $149,000, or about 2% in relation
to operating margin.  Operating expenses have generally increased in all
classifications of expense, with the exception of propane delivery costs, due
primarily to inflationary pressures.  Propane delivery costs decreased due to
warmer weather reducing the number of deliveries.

In 1996, operating expenses, excluding cost of fuel and taxes passed-through
to customers, increased $183,000, about 2% in relation to operating margin. 
Operating expenses have increased in all classifications of expense due
primarily to inflationary pressures.

Income taxes were provided for at approximately the same rate in both three-
month periods.  The difference between the periods in the apparent rate is due
mainly to amortization of investment tax credits.

Interest expense increased in 1997 versus 1996 due primarily to greater
weighted average amounts outstanding in 1997 compared with 1996.  Interest
rates were virtually unchanged from period to period.

PART II.

                        OTHER INFORMATION


Item 4. Submission of matters to a vote of security holders.

        (a)  The annual meeting of stockholders was held on April 15, 1997.

         (b)  Directors elected: Daniel Downey, John T. English and Robert L.
             Terry.                                                          
             Directors continuing: E. James Carr, Jr., Franklin C. Cressman,
             Richard C. Hitchins and Gordon O. Jerauld.

        (c)  None.
       
        (d)  None.

Item 6. Exhibits and reports on Form 8-K.

        (a)  None.

        (b)  Reports on Form 8-K:
             There were no reports on Form 8-K filed for the quarter ending
             March 31, 1997.

                            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)




                                   

                                   By    /s/ Jack R. Brown            
                                   Jack R. Brown
                                   Treasurer
                                   (DULY AUTHORIZED OFFICER
                                   AND
                                   CHIEF FINANCIAL OFFICER)


Date:  May 6, 1997