02-21318. Issuer Delisting; Notice of Application to Withdraw from Listing and Registration on the American Stock Exchange LLC (Carolina Power & Light Company, $5.00 Preferred Stock, no par value) File No. 1-13382

August 15, 2002.

Carolina Power & Light Company, a North Carolina corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its $5.00 Preferred Stock, no par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the state of North Carolina, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the Amex and from registration under section 12(b) of the Act,^[3] and shall not affect its obligation to be registered under section 12(g) of the Act.^[4] The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on March 20, 2002 to withdraw the Issuer's Security from listing on the Amex. In making the decision to withdraw its Security from the Amex, the Board states that although the Security was originally listed on the Amex to provide a liquid market and better exposure for the Security, current trading volumes are very small, and with the significant technological improvements by the stock exchanges and the availability of online order processing and broader coverage by the broker community nationwide, the advantages of listing no longer exist. The Issuer will seek quotation of its Security on the OTC Bulletin Board.

Any interested person may, on or before September 9, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).