The Perkins instability theory for mid-latitude spread F is generalized to include the effects of the E region on growth rates. A three-layer model, representing the E region, the F region, and a resistive layer of low Pedersen conductivity which separates them, is developed. The E region Pedersen current has a stabilizing effect on the perturbed F region, thereby reducing the growth rate of the instability. For spread F onset on September 17, 1974, the maximum growth rate is found to be only one third of the Perkins growth rate. The resistive layer reduces the electric field perturbation in the E region for short wavelengths but has little effect for long wavelengths.