UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  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 September 30, 1996

                                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)   (561)  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 October 31, 1996 there
were 1,473,647 shares of $1.50 par value common stock outstanding.











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


                                         September 30,   December 31, 
                                              1996           1995     

ASSETS

Utility Plant                                 $105,180       $100,658 
  Less accumulated depreciation and
    amortization                                36,382         34,380 
      Net utility plant                         68,798         66,278 

Current Assets
  Cash and overnight investments                   963            270 
  Accounts receivable - net                      6,985          7,296 
  Inventories and prepayments                    3,451          3,155 
      Total                                     11,399         10,721 

Investments Held in Escrow for
  Environmental Costs                            2,839          2,737 

Deferred Charges                                 1,541          1,210 

Deferred Income Taxes and 
  Regulatory Asset                               4,371          4,294 

      Total                                   $ 88,948       $ 85,240 


CAPITALIZATION AND LIABILITIES

Capitalization
  Common shareholders' equity                 $ 24,484       $ 23,302 
  Preferred stock                                  600            600 
  Long-term debt                                23,500         23,500 
      Total                                     48,584         47,402 

Current Liabilities
  Notes payable                                  5,300          5,600 
  Accounts payable                               5,848          5,660 
  Taxes accrued                                  1,378            309 
  Other                                          4,720          3,727 
  Customer deposits                              3,515          3,550 
      Total                                     20,761         18,846 

Deferred Credits                                 7,035          6,777 

Deferred Income Taxes and 
  Regulatory Liability                          12,568         12,215 

      Total                                   $ 88,948       $ 85,240 










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



                                    Three Months Ended        Nine Months Ended 
                                        September 30,           September 30,  
                                       1996       1995         1996       1995

Revenues
  Gas                               $ 6,752    $ 5,320      $27,288    $21,043 
  Electric                           11,474     11,260       31,478     29,646
  Water                                 530        443        1,427      1,230 
     Total revenues                  18,756     17,023       60,193     51,919 

Cost of Fuel and Taxes
  Based on Revenues                  12,579     11,043       39,834     33,019 

Operating Margin                      6,177      5,980       20,359     18,900 

Operating Expenses
  Operations                          3,583      3,435       10,413     10,067 
  Depreciation                          973        930        2,896      2,760 
  Taxes other than income taxes         433        399        1,273      1,200 
  Income taxes                          119        181        1,302      1,008 
    Total operating expenses          5,108      4,945       15,884     15,035 

Operating Income                      1,069      1,035        4,475      3,865 

Interest Expense                       (705)      (689)      (2,131)    (2,074)
Other Income (Expense)                  (23)         7          (21)        28 

Net Income                              341        353        2,323      1,819 
    
Preferred Stock Dividends                 7          7           21         21

Earnings For Common Stock           $   334    $   346      $ 2,302    $ 1,798 

Earnings Per Common Share           $   .23    $   .24      $  1.57    $  1.24 

Dividends Per Common Share          $   .30    $   .29      $   .90    $   .87

Weighted Average Common Shares
  Outstanding                     1,471,295  1,457,949    1,467,416  1,453,283 



















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


                                                         Nine Months Ended  
                                                           September 30,    
                                                         1996         1995 
Cash Flows from Operating Activities
  Net income                                          $ 2,323      $ 1,819 
  Adjustments to reconcile net income to
    net cash provided by operating activities
    Depreciation                                        2,896        2,760 
    Other                                                 477          353 
  Changes in operating assets and liabilities
    Accounts receivable                                   199         (889)
    Inventories and prepayments                          (295)        (262)
    Accounts payable and accrued expenses               2,196        2,514 
    Environmental insurance proceeds                      103          715      
    Under recovery of fuel costs                         (305)        (253)
    Other                                                 (69)        (153)

    Net cash provided by operating activities           7,525        6,604 

Cash Flows from Investing Activities
  Construction expenditures                            (5,550)      (5,292)
  Customer advances for construction                      141          113 

    Net cash used by investing activities              (5,409)      (5,179)

Cash Flows from Financing Activities
  Short-term borrowings (repayments) - net               (300)  
  Repayment of long-term debt                                         (673)
  Dividends paid                                       (1,324)      (1,281)
  Other                                                   201          207 
 
    Net cash used by financing activities               1,423)      (1,747)

Net Increase (Decrease) in Cash and Overnight
  Investments                                             693         (322)

Cash and Overnight Investments at Beginning of Period     270        2,840 

Cash and Overnight Investments at End of Period       $   963      $ 2,518 






<PAGE>
                 FLORIDA PUBLIC UTILITIES COMPANY
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 1996

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 September 30, 1996, under the most
     restrictive provision, approximately $4,500,000 of retained earnings
     were unrestricted.


<PAGE>
                 FLORIDA PUBLIC UTILITIES COMPANY
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                        SEPTEMBER 30, 1996



Financial Condition  The Company has a $15,000,000 line of credit with its
primary bank of which $5,300,000 is outstanding at September 30, 1996.  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 94% 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.

Summary of Operating Margins
  (in thousands)
                                            Nine Months Ended September 30, 
                                              1996        1995         1994     
Natural and Propane Gas
  Operating margin                         $11,846      $10,831      $ 9,746 
  Less propane gas                           1,979        1,905        1,901 
  Remainder                                $ 9,867      $ 8,926      $ 7,845 

Electric
  Operating margin                         $ 7,214      $ 6,894      $ 6,507 
  Less industrial                              407          462          427 
  Remainder                                $ 6,807      $ 6,432      $ 6,080 

                                             Three Months Ended September 30, 
                                              1996         1995         1994 
Natural and Propane Gas
  Operating margin                         $ 3,097      $ 3,027      $ 2,658 
  Less propane gas                             462          464          463 
  Remainder                                $ 2,635      $ 2,563      $ 2,195 

Electric
  Operating margin                         $ 2,597      $ 2,529      $ 2,336 
  Less industrial                              142          154          135 
  Remainder                                $ 2,455      $ 2,375      $ 2,201 

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).  For instance, as reflected in the
accompanying income statement, natural gas revenues increased $6,245,000 for
the nine-month period in 1996 versus 1995.  Had the unit cost of fuel remained
constant from 1995 to 1996, natural gas revenues would have increased by only
$2,093,000 or a difference of $4,152,000.  Such difference is a result of the
dramatic increase in natural gas prices during 1996.


Nine Months Ended September 30, 1996 Compared With Nine Months Ended
September 30, 1995

Natural and Propane Gas Service.  Total natural and propane gas service
operating margin increased $1,014,000 or about 9% in 1996 as compared with
1995.  Excluding propane gas operating margin from total gas operating margin,
remaining operating margin increased $941,000, or about 11% compared with
1995.  The increase in natural gas operating margin is due primarily to an
approximate 45% increase in heating degree days from the comparable period in
1995 and the effect of an approved final increase in base rates of $1,282,000
annually, which commenced May 1995 (approved lesser interim rates were in
effect for the year until May 5th of 1995).  Propane gas operating margin
increased $74,000, or about 4%.  Similarly, the increase in propane gas
operating margin is due principally to the colder weather in 1996.

Total natural and propane gas service operating margin increased $1,085,000 or
about 11% in 1995 as compared with 1994.  Excluding propane gas operating
margin from total gas operating margin, remaining operating margin increased
$1,081,000, or about 14% as compared with 1994.  Such increase in remaining
operating margin is attributable principally to cooler weather in the first
quarter of 1995 as compared with 1994 and the interim increase in natural gas
base rates, which was effective from late 1994 until May 5th and an approved
final increase in base rates of $1,282,000 annually, which became effective
May 6th.

Electric Service.  Total electric service operating margin increased $320,000,
or about 5% as compared with 1995.  Affecting the comparison of operating
margins are two industrial customers.  Excluding these customers, operating
margin increased $375,000, or about 6%.  Other than industrial customers, the
increase in operating margin is due principally to a 2% growth both in       
customers and in average consumption per customer.  

In 1995, total electric service operating margin increased $387,000 or about
6% as compared with 1994.  Excluding the two industrial interruptible
customers, remaining operating margin increased $352,000 or approximately 6%. 
Other than industrial customers, the increase is due principally to a 2%
increase in customers and an increase of about 4% in consumption.

Operating Expenses.  In 1996, operating expenses, excluding cost of fuel and
taxes passed-through to customers, increased $555,000, or almost 3% in
relation to operating margin.  Operating expenses have generally increased in
all classifications of expense due primarily to inflationary pressures.

In 1995, operating expenses, excluding cost of fuel and taxes passed-through
to customers, increased $573,000, about 3% in relation to operating margin. 
Contributing to the increase was payroll costs, expensing of overheads no
longer appropriate to capitalize, an increase in property insurance premiums,
an increase in pension expense, and an increase in maintenance costs and fees
for an electrical power study for the Fernandina Beach Division.  Partially
offsetting these increases, taxes other than income taxes decreased due
principally to reduced ad valorem taxes.

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

Interest expense increased in 1996 versus 1995 due principally to the line of
credit increase in weighted average amounts outstanding, the effect of which
was mitigated by an 8% decrease in the weighted average interest rate.

Cash Flows.  Net cash provided by operating activities increased $921,000 due
primarily to an increase in net income of $504,000, an increase of $260,000 in
non-cash charges and changes in other operating assets and liabilities
comprising the remainder.  


Three Months Ended September 30, 1996 Compared with Three Months Ended
September 30, 1995

Natural and Propane Gas Service.  Total natural and propane gas service
operating margin increased $70,000 or about 2% as compared with 1995. 
Excluding propane gas operating margin from total gas operating margin,
remaining operating margin increased $72,000, or about 3% as compared to 1995.
The increase in natural gas operating margin is due primarily to customer
growth.

Total natural and propane gas service operating margin increased $369,000 or
14% in 1995 as compared with 1994.  Excluding propane gas operating margin
from total gas operating margin, remaining operating margin increased $368,000
or about 17% as compared with 1994.  The improvement in operating margin is
attributable principally to the approved final increase in natural gas base
rates of $1,282,000 annually, which became effective May 6, 1995.

Electric Service.  Total electric service operating margin increased $68,000,
almost 3% in 1996, as compared with 1995.  Affecting the comparison of
operating margins are two industrial customers.  Excluding these customers,
operating margin increased $80,000, more than 3%.  Other than industrial
customers, the increased in operating margin is due primarily to a growth in
customers of more than 2%.

In 1995, total electric service operating margin increased $193,000 or 8% as
compared with 1994.  Excluding the two industrial interruptible customers,
operating margin increased $174,000 or 8% as compared with 1994.  Other than
industrial customers, the increase is due principally to a 2% increase in
customers and a 9% increase in the average consumption per customer.

Operating Expenses.  In 1996, operating expenses, excluding cost of fuel and
taxes passed-through to customers, increased $225,000, less than 4% in
relation to operating margin.  Operating expenses have generally increased in
all classifications of expense due primarily to inflationary pressures.

In 1995, operating expenses, excluding cost of fuel and taxes passed-through
to customers, increased $157,000, about 3% in relation to operating margin. 
Refer to the 1995 Operating Expenses discussion above for the major reasons
contributing to such increase. 

Income taxes were provided for at approximately the same rate in both three
month periods.  The provisions were adjusted by a credit in 1996 and a debit
in 1995, according to accounting principles established by the Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes", for the
net amortization of deferred taxes that were never provided for and the turn
around of deferred taxes at current rates that were originally provided for at
higher rates.

Interest expense increased in 1996 versus 1995 due principally to line of
credit increases in weighted average  amounts outstanding, the effect of which
was mitigated by an 8% decrease in the weighted average interest rate.

<PAGE>
PART II.

                        OTHER INFORMATION



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
             September 30, 1996.

                            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: November 7, 1996