AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2004
                                REGISTRATION STATEMENT NO. 333-____________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                                 FPL GROUP, INC.
             (Exact name of registrant as specified in its charter)
                                ----------------

         FLORIDA                                         59-2449419
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                             700 UNIVERSE BOULEVARD
                            JUNO BEACH, FLORIDA 33408
               (Address of Principal Executive Office) (Zip Code)
                                ----------------
          FPL GROUP, INC. AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
                            (Full title of the plans)

<TABLE>
<CAPTION>
     <S>                                         <C>                                           <C>
         DENNIS P. COYLE, ESQ.                      THOMAS R. MCGUIGAN, P.A.                   ROBERT J. REGER, JR., ESQ.
     GENERAL COUNSEL AND SECRETARY                  STEEL HECTOR & DAVIS LLP                    THELEN REID & PRIEST LLP
            FPL GROUP, INC.                         1900 PHILLIPS POINT WEST                        875 THIRD AVENUE
        700 UNIVERSE BOULEVARD                      777 SOUTH FLAGLER DRIVE                     NEW YORK, NEW YORK 10022
       JUNO BEACH, FLORIDA 33408                 WEST PALM BEACH, FLORIDA 33401                      (212) 603-2000
            (561) 694-4000                               (561) 650-7200
</TABLE>

                   (Names and addresses of agents for service)
         (Telephone number, including area code, of agents for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================ ===================== ====================== ====================== ===========================
      <S>                             <C>                 <C>                  <C>                          <C>
                                                            PROPOSED               PROPOSED
         TITLE OF EACH                  AMOUNT                MAXIMUM                MAXIMUM                 AMOUNT OF
      CLASS OF SECURITIES               TO BE             OFFERING PRICE            AGGREGATE               REGISTRATION
       TO BE REGISTERED               REGISTERED           PER SHARE (1)       OFFERING PRICE (1)               FEE
-------------------------------- --------------------- ---------------------- ---------------------- ---------------------------
Common Stock, $.01 par value        4,000,000 (2)             $62.99              $251,960,000              $31,923 (4)
Preferred Share Purchase Rights     4,000,000 (3)               N/A                    N/A
================================ ===================== ====================== ====================== ===========================
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
      (the "Securities Act"), based upon the average of the high and low sale
      prices of the Common Stock on June 9, 2004 on the New York Stock Exchange
      Composite Tape.
(2)   Pursuant to Rule 416(a) under the Securities Act, this Registration
      Statement also relates to such indeterminate number of additional shares
      of Common Stock of FPL Group, Inc. (the "Registrant") as may be issuable
      as a result of stock splits, stock dividends, recapitalizations, mergers,
      reorganizations, combinations or exchange of shares or other similar
      events.
(3)   The Preferred Share Purchase Rights (the "Rights") are attached to and
      will trade with the Common Stock. The value attributable to the Rights, if
      any, is reflected in the market price of the Common Stock.
(4)   Since no separate  consideration is paid for the Rights, the registration
      fee for such securities is included in the registration fee for the
      Common Stock.

Pursuant to Rule 429 under the Securities Act, the prospectus relating to this
Registration Statement will be used as a combined prospectus in connection with
this Registration Statement and Registration Statement No. 33-57673

This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission (the "Commission") in accordance with Section
8(a) of the Securities Act, and Rules 456 and 462 promulgated thereunder.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.
------   ----------------

         Not required to be filed with the Commission.

Item 2.  Registrant Information and Employee Plan Annual Information.
------   -----------------------------------------------------------

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

         The following documents filed or to be filed by FPL Group, Inc. (the
"Registrant") with the Commission are incorporated herein by reference:

         1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003;

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004; and

         3. The Registrant's Current Reports on Form 8-K filed with the
Commission on March 1, 2004, March 12, 2004 and June 10, 2004.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement,
to the extent that a statement contained herein or in any other subsequently
filed document which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.



<PAGE>


Item 4.  Description of Securities.
------   -------------------------

         GENERAL. The following statements describing the Registrant's Common
Stock are not intended to be a complete description. For additional information,
please see the Registrant's Restated Articles of Incorporation ("Charter") and
its bylaws, which set forth the terms of the Common Stock. Please also see the
Restated Articles of Incorporation of Florida Power & Light Company, and the
Mortgage and Deed of Trust, dated as of January 1, 1944, between Florida Power &
Light Company and Deutsche Bank Trust Company Americas, as trustee, as amended
and supplemented (the "Mortgage"), which contain restrictions which may limit
the ability of Florida Power & Light Company to pay dividends to FPL Group. Each
of these documents has been previously filed with the Commission. Reference is
also made to the laws of the State of Florida.

         The Registrant's authorized capital stock consists of 400,000,000
shares of common stock, $.01 par value (the "Common Stock"), and 100,000,000
shares of serial preferred stock, $.01 par value. As of May 28, 2004,
185,112,653 shares of Common Stock were issued and outstanding and no shares of
serial preferred stock were issued and outstanding. See "Preferred Share
Purchase Rights" below. The Common Stock has no preemptive, subscription or
conversion rights, and there are no redemption or sinking fund provisions
applicable thereto. The outstanding shares of Common Stock are, and when issued
the shares offered hereby will be, fully paid and nonassessable.

         All outstanding Common Stock is listed on the NYSE and trades under the
symbol "FPL." The registrar and transfer agent for the Common Stock is
Computershare Investor Services, LLC.

         A number of provisions that are in the Registrant's Charter and bylaws
will make it difficult for another company to acquire the Registrant and for a
holder of the Registrant's Common Stock to receive any related takeover premium
for its shares. See "--Voting Rights and Non-Cumulative Voting" and "--Preferred
Share Purchase Rights" below.

         DIVIDEND RIGHTS. Each share of Common Stock is entitled to participate
equally with respect to dividends declared on the Common Stock out of funds
legally available for the payment thereof.

         The Registrant's Charter does not limit the dividends that can be paid
on the Common Stock. However, as a practical matter, the ability of the
Registrant to pay dividends on the Common Stock is dependent upon dividends paid
to it by its subsidiaries, primarily Florida Power & Light Company ("FPL").
FPL's ability to pay dividends is limited by restrictions contained in FPL's
Restated Articles of Incorporation and in the Mortgage. However, these
restrictions do not currently limit FPL's ability to pay dividends to the
Registrant from its retained earnings.

         FPL Group Capital Inc ("FPL Group Capital"), a subsidiary of the
Registrant, has issued junior subordinated debentures in connection with
preferred trust securities previously issued by FPL Group Capital Trust I, which
junior subordinated debentures are guaranteed by the Registrant. FPL Group
Capital has a right, from time to time, to delay interest payments on its
outstanding junior subordinated debentures for an extension period of up to 20
consecutive quarters. The Registrant and/or FPL Group Capital may issue, from
time to time, additional junior subordinated debentures in connection with the
issuance of additional preferred trust securities. The Registrant and/or FPL
Group Capital may have a similar right to delay interest payments for those
additional junior subordinated debentures. If FPL Group Capital and/or the
Registrant exercises any right to delay an interest payment, the Registrant
would not be able to pay dividends on its common stock or preferred stock during
the extension period with certain limited exceptions.



                                       2
<PAGE>


         In addition, the Registrant has issued stock purchase contracts, as a
component of stock purchase units, which require the Registrant to make periodic
contract adjustment payments to the holders of the stock purchase units. The
Registrant has a right to delay these payments during the term of the stock
purchase contracts. The Registrant may issue, from time to time, additional
stock purchase contracts as a component of stock purchase units. The Registrant
may have a similar right to delay contract adjustment payments on these
additional stock purchase contracts. If the Registrant exercises any right to
delay a contract adjustment payment, it will not be able to pay dividends on its
common stock or preferred stock during the period such payments are delayed with
certain limited exceptions.

         VOTING RIGHTS AND NON-CUMULATIVE VOTING. In general, the holders of the
Registrant's Common Stock are entitled to one vote per share for the election of
directors and for other corporate purposes. The Charter:

         (1) permits the shareholders to remove a director only for cause and
only by the affirmative vote of 75% in voting power of the outstanding shares of
Common Stock and other outstanding voting stock, voting as a class;

         (2) provides that a vacancy on the Board of Directors may be filled
only by the remaining directors;

         (3) permits shareholders to take action only at an annual meeting, or a
special meeting duly called by certain officers, the Board of Directors or the
holders of a majority in voting power of the outstanding shares of voting stock
entitled to vote on the matter;

         (4) requires the affirmative vote of 75% in voting power of the
outstanding shares of voting stock to approve certain Business Combinations (as
defined below) with an Interested Shareholder (as defined below) or its
affiliate, unless approved by a majority of the Continuing Directors (as defined
below) or, in certain cases, unless certain minimum price and procedural
requirements are met; and

         (5) requires the affirmative vote of 75% in voting power of the
outstanding shares of voting stock to amend the bylaws or to amend certain
provisions of the Charter including those provisions discussed in (1) through
(4) above.

         Such provisions may have significant effects on the ability of the
shareholders to change the composition of an incumbent Board of Directors or to
benefit from certain transactions which are opposed by an incumbent Board of
Directors.

         The term "Interested Shareholder" is defined in the Charter to include
a security holder who owns 10% or more in voting power of the outstanding shares
of voting stock, and the term "Continuing Director" is defined in the Charter to
include any director who is not an affiliate of an Interested Shareholder. The
above provisions dealing with Business Combinations involving the Registrant and
an Interested Shareholder may discriminate against a security holder who becomes
an Interested Shareholder by reason of the beneficial ownership of such amount
of common or other voting stock. The term "Business Combination" is defined in
the Charter to include:

         (1) any merger or consolidation of the Registrant or any direct or
indirect majority-owned subsidiary with (a) an Interested Shareholder or (b) any
other corporation which is, or after such merger or consolidation would be, an
affiliate of an Interested Shareholder;

         (2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition in one transaction or a series of transactions to or with any
Interested Shareholder or any affiliate of an Interested Shareholder of assets


                                       3
<PAGE>


of the Registrant or any direct or indirect majority-owned subsidiary having an
aggregate fair market value of $10,000,000 or more;

         (3) the issuance or transfer by the Registrant or any direct or
indirect majority-owned subsidiary in one transaction or a series of
transactions of any securities of the Registrant or any subsidiary to any
Interested Shareholder or any affiliate of any Interested Shareholder in
exchange for cash, securities or other property, or a combination thereof,
having an aggregate fair market value of $10,000,000 or more;

         (4) the adoption of any plan or proposal for the liquidation or
dissolution of the Registrant proposed by or on behalf of an Interested
Shareholder or an affiliate of an Interested Shareholder; or

         (5) any reclassification of securities, including any reverse stock
split, or recapitalization, of the Registrant, or any merger or consolidation of
the Registrant with any of its direct or indirect majority-owned subsidiaries or
any other transaction which has the direct or indirect effect of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Registrant or any direct or indirect wholly-owned
subsidiary which is directly or indirectly owned by any Interested Shareholder
or any affiliate of any Interested Shareholder.

         The holders of Common Stock do not have cumulative voting rights, and
therefore the holders of more than 50% of a quorum (majority) of the outstanding
shares of Common Stock can elect all of the Registrant's directors. Unless
otherwise provided in the Charter or the bylaws or in accordance with applicable
law, the affirmative vote of a majority of the total number of shares
represented at a meeting and entitled to vote is required for shareholder action
on a matter.

         Voting rights for the election of directors or otherwise, if any, for
any series of the serial preferred stock, will be established by the Board of
Directors when such series is issued.

         LIQUIDATION RIGHTS. After satisfaction of creditors and payments due
the holders of serial preferred stock, if any, the holders of Common Stock are
entitled to share ratably in the distribution of all remaining assets.

         PREFERRED SHARE PURCHASE RIGHTS. The following statements describing
the Registrant's preferred share purchase rights (each, a "Right") are not
intended to be a complete description. For additional information, please see
the form of Rights Agreement, dated as of July 1, 1996, between the Registrant
and Computershare Investor Services, LLC, as successor Rights Agent, as amended,
which sets forth the terms of the Rights. The Rights Agreement and amendments
thereto have been previously filed with the Commission.

         On June 17, 1996, the Registrant's Board of Directors declared a
dividend of one Right for each outstanding share of Common Stock. Thereafter,
until the Distribution Date (as defined below), the Registrant will issue one
Right with each newly issued share of Common Stock. Each Right (prior to the
expiration or redemption of the Rights) will entitle the holder thereof to
purchase from the Registrant one-hundredth of a share of the Registrant's Series
A Junior Participating Preferred Stock, $.0l par value ("Junior Preferred
Shares"), at an exercise price of $120 per Right ("Purchase Price"), subject to
adjustment. Until the Distribution Date, the Rights are represented by the
shares of Common Stock, and are not exercisable or transferable apart from the
Common Stock. The "Distribution Date" is the earlier to occur of:

         (1) the tenth day after the public announcement that a person or group
has acquired beneficial ownership of 10% or more of the Common Stock, or



                                       4
<PAGE>


         (2) the tenth business day after a person commences, or announces an
intention to commence, a tender or exchange offer, the consummation of which
would result in the beneficial ownership by a person or group of 10% or more of
the Common Stock. At any time before a person or group becomes a 10% holder, the
Board of Directors may extend the 10-day period.

         Separate certificates evidencing the Rights will be mailed to holders
of the Common Stock as of the close of business on the Distribution Date. The
Rights are exercisable at any time after the Distribution Date, unless earlier
redeemed, or exchanged, and could then begin trading separately from the Common
Stock. The Rights do not have any voting rights and are not entitled to
dividends.

         If a person or group becomes a 10% holder, each Right not owned by the
10% holder would become exercisable for the number of shares of Common Stock
which, at that time, would have a market value of two times the exercise price
of the Right. In the event that the Registrant is acquired in a merger or other
business combination transaction, or 50% or more of the Registrant's assets or
earning power are sold or otherwise transferred, after a person or group has
become a 10% holder, each Right will entitle its holder to purchase, at the
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right.

         The Rights are redeemable by the Registrant's Board of Directors in
whole, but not in part, at $.01 per Right at any time prior to the time that a
person or group acquires beneficial ownership of 10% or more of the outstanding
Common Stock. The Rights will expire on June 30, 2006 (unless the expiration
date is extended or the Rights are earlier redeemed or exchanged as described
below).

         The Purchase Price, and the number of Junior Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution

         (1) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Junior Preferred Shares,

         (2) as a result of the grant to holders of Junior Preferred Shares of
certain rights or warrants to subscribe for or purchase Junior Preferred Shares
at a price, or securities convertible into Junior Preferred Shares with a
conversion price, at less than the current market price of Junior Preferred
Shares, or

         (3) as a result of the distribution to holders of Junior Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Junior Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The number of Rights and the number of Junior Preferred
Shares purchasable upon exercise of each Right are also subject to adjustment in
the event of a stock split, subdivision, consolidation, combination or common
stock dividend on the Common Stock prior to the Distribution Date.

         The Registrant's Board of Directors may exchange the Rights at an
exchange ratio of one share of Common Stock per Right at any time that is (1)
after the acquisition by a person or group of affiliated or associated persons
of beneficial ownership of 10% or more of the outstanding Common Stock; and (2)
before the acquisition by a person or group of 50% or more of the outstanding
Common Stock.

         The Rights have anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant without conditioning the offer on the redemption of the Rights or on


                                       5
<PAGE>


the acquisition of a certain number of Rights. The Rights beneficially owned by
that person or group may become null and void. The Rights should not interfere
with any merger or other business combination approved by the Registrant's Board
of Directors, since the Rights may be redeemed by the Registrant at $.01 per
Right prior to the time that a person or group has acquired beneficial ownership
of 10% or more of the Common Stock.

         The Junior Preferred Shares purchasable upon exercise of the Rights
will be entitled to cumulative quarterly dividends in preference to the Common
Stock at a rate per share equal to the greater of $10 and 100 times the dividend
declared on the Common Stock for such quarter. In the event of any merger,
consolidation or other transaction in which the shares of Common Stock are
exchanged, each Junior Preferred Share will be entitled to receive 100 times the
amount and type of consideration received per share of Common Stock. In the
event of a liquidation of the Registrant, the holders of Junior Preferred Shares
will be entitled to receive in preference to the Common Stock the greater of
$100 per share and 100 times the payment made per share of Common Stock. The
Registrant has the right to issue other serial preferred stock ranking prior to
the Junior Preferred Shares with respect to dividend and liquidation
preferences. The Junior Preferred Shares will be redeemable after June 30, 2006,
at the Registrant's option, in whole or in part, at a redemption price per share
equal to the greater of (1) the per share Purchase Price, and (2) the then
current market price of a Junior Preferred Share.

         Each Junior Preferred Share will have 100 votes on all matters
submitted to a vote of the shareholders of the Registrant, voting together with
the Common Stock. The rights of the Junior Preferred Shares as to dividends,
liquidation, redemption and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Because of
the nature of the dividend, liquidation, redemption and voting rights of the
Junior Preferred Shares, the value of the interest in a Junior Preferred Share
purchasable upon the exercise of each Right should approximate the value of one
share of Common Stock.

         The Registrant's Board of Directors may amend the Rights Agreement and
the Rights, without the consent of the holders of the Rights. However, any
amendment adopted after a person or group becomes a 10% holder may not adversely
affect the interests of holders of Rights. The 10% holder level discussed above
is subject to certain exceptions.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

         None.

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

         Section 607.0850 of the Florida Statutes generally permits the
Registrant to indemnify its directors, officers, employees or other agents who
are subject to any third-party actions because of their service to the
Registrant if such persons acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the Registrant. If
the proceeding is a criminal one, such person must also have had no reasonable
cause to believe his conduct was unlawful. In addition, the Registrant may
indemnify its directors, officers, employees or other agents who are subject to
derivative actions against expenses and amounts paid in settlement which do not
exceed, in the judgment of the board of directors, the estimated expense of
litigating the proceeding to conclusion, including any appeal thereof, actually
and reasonably incurred in connection with the defense or settlement of such
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Registrant. To the extent that a director, officer, employee or other agent is
successful on the merits or otherwise in defense of a third-party or derivative
action, such person will be indemnified against expenses actually and reasonably
incurred in connection therewith. This Section also permits the Registrant to


                                       6
<PAGE>


further indemnify such persons by other means unless a judgment or other final
adjudication establishes that such person's actions or omissions which were
material to the cause of action constitute (1) a crime (unless such person had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe it unlawful), (2) a transaction from which he derived an improper
personal benefit, (3) an action in violation of Florida Statutes Section
607.0834 (unlawful distributions to shareholders), or (4) willful misconduct or
a conscious disregard for the best interests of the Registrant in a proceeding
by or in the right of the Registrant to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.

         Furthermore, Florida Statutes Section 607.0831 provides, in general,
that no director shall be personally liable for monetary damages to a
corporation or any other person for any statement, vote, decision, or failure to
act, regarding corporate management or policy, unless: (a) the director breached
or failed to perform his duties as a director; and (b) the director's breach of,
or failure to perform, those duties constitutes (i) a violation of criminal law,
unless the director had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was unlawful, (ii) a transaction
from which the director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions of Florida
Statutes Section 607.0834 are applicable, (iv) in a proceeding by or in the
right of a corporation to procure a judgment in its favor or by or in the right
of a shareholder, conscious disregard for the best interest of the corporation,
or willful misconduct, or (v) in a proceeding by or in the right of someone
other than the corporation or a shareholder, recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property.
The term "recklessness," as used above, means the action, or omission to act, in
conscious disregard of a risk: (a) known, or so obvious that it should have been
known, to the director; and (b) known to the director, or so obvious that it
should have been known, to be so great as to make it highly probable that harm
would follow from such action or omission.

         The Registrant's Bylaws provide generally that the Registrant shall, to
the fullest extent permitted by law, indemnify all directors and officers of the
Registrant, directors, officers, or other employees serving as a fiduciary of an
employee benefit plan of the Registrant, as well as any employees or agents of
the Registrant or other persons serving at the request of the Registrant in any
capacity with any entity or enterprise other than the Registrant to whom the
Registrant has agreed to grant indemnification (each, an "Indemnified Person")
to the extent that any such person is made a party or threatened to be made a
party or called as a witness or is otherwise involved in any action, suit, or
proceeding in connection with his status as an Indemnified Person. Such
indemnification covers all expenses incurred by any Indemnified Person
(including attorneys' fees) and all liabilities and losses (including judgments,
fines and amounts to be paid in settlement) incurred thereby in connection with
any such action, suit or proceeding.

         In addition, the Registrant carries insurance permitted by the laws of
Florida on behalf of directors, officers, employees or agents which may cover,
among other things, liabilities under the Securities Act.

Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

         Not applicable.

Item 8.  Exhibits.
------   --------

         *4(a)    Restated Articles of Incorporation of the Registrant dated
                  December 31, 1984, as amended through December 17, 1990 (filed
                  as Exhibit 4(a) to Post-Effective Amendment No. 5 to Form S-8,
                  File No. 33-18669).

         *4(b)    Amendment to the  Registrant's  Restated  Articles of
                  Incorporation  dated June 27, 1996 (filed as Exhibit 3 to Form
                  10-Q for the quarter ended June 30, 1996, File No. 1-8841).



                                       7
<PAGE>


         *4(c)    Amendment to the Registrant's Restated Articles of
                  Incorporation dated May 26, 2004 (filed as Exhibit 4(c) to
                  Form S-3, File Nos. 333-116209, 333-116209-01, 333-116209-02,
                  333-116209-03, 333-116209-04 and 333-116209-05).

         *4(d)    Bylaws of the Registrant as amended February 12, 2001 (filed
                  as Exhibit  3(ii)a to Form 10-K for the year ended
                  December 31, 2000, File No. 1-8841).

         *4(e)    Form of Rights Agreement, dated as of July 1, 1996, between
                  the Registrant and EquiServe Trust Company, N.A., as successor
                  to Fleet National Bank (formerly known as The First National
                  Bank of Boston), as Rights Agent (filed as Exhibit 4 to Form
                  8-K dated June 17, 1996, File No. 1-8841).

         *4(f)    Second Amendment to Rights Agreement, dated as of December 26,
                  2002, between the Registrant and EquiServe Trust Company, N.A.
                  as successor to Fleet National Bank (formerly known as The
                  First National Bank of Boston), as Rights Agent (filed as
                  Exhibit 3 to Form 8-A/A dated January 3, 2003, File No.
                  1-8841).

         *4(g)    Third Amendment to Rights Agreement, dated as of January 1,
                  2004, among the Registrant, Computershare Investor Services,
                  LLC as successor Rights Agent, and EquiServe Trust Company,
                  N.A. as predecessor Rights Agent (filed as Exhibit 4 to Form
                  8-A/A dated December 19, 2003, File No. 1-8841).

          4(h)    Amended and Restated Long Term Incentive Plan, effective
                  December 20, 2002.

          4(i)    Amended and Restated Long Term Incentive Plan, effective
                  May 21, 2004.

          5       Opinion of Steel Hector & Davis LLP.

          23(a)   Consent of Deloitte & Touche LLP.

          23(b)   Consent of Steel Hector & Davis LLP (included in Exhibit 5
                  to this Registration Statement).

          24      Power of Attorney (included on signature pages of this
                  Registration Statement).

         * Incorporated by reference as indicated.

Item 9.  Undertakings.
------   ------------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental


                                       8
<PAGE>


                  change in the information set forth in the Registration
                  Statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement,

provided, however, that the Registrant need not file a post-effective amendment
to include the information required to be included by subsection (i) or (ii) if
the Registration Statement is on Form S-8 or Form S-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       9
<PAGE>


                                POWER OF ATTORNEY

         Each director and/or officer of the Registrant whose signature appears
below hereby appoints the agents for service named in this Registration
Statement, and each of them severally, as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below and to file with the
Commission any and all amendments, including post-effective amendments, to this
Registration Statement, and the Registrant hereby also appoints each such agent
for service as its attorney-in-fact with like authority to sign and file any
such amendments in its name and behalf.

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Juno Beach, State of Florida on the 15th day of June,
2004.

                                 FPL GROUP, INC.

                                 By:   /s/  Lewis Hay III
                                       ---------------------------------------
                                      Lewis Hay III
                                      Chairman of the Board, President, Chief
                                      Executive Officer and Director


         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
Signature                                 Title                                        Date
---------                                 -----                                        ----

<S>                                       <C>                                          <C>
/s/  Lewis Hay III                        Chairman of the Board, President,            June 15, 2004
---------------------------------------   Chief Executive Officer and Director
Lewis Hay III                             (Principal Executive Officer)

/s/  Moray P. Dewhurst                    Vice President, Finance and Chief            June 15, 2004
---------------------------------------   Financial Officer (Principal Financial
Moray P. Dewhurst                         Officer)

/s/  K. Michael Davis                     Controller and Chief Accounting Officer      June 15, 2004
---------------------------------------   (Principal Accounting Officer)
K. Michael Davis

/s/  H. Jesse Arnelle                     Director                                     June 15, 2004
---------------------------------------
H. Jesse Arnelle

/s/  Sherry S. Barrat                     Director                                     June 15, 2004
---------------------------------------
Sherry S. Barrat



<PAGE>


Signature                                 Title                                        Date
---------                                 -----                                        ----

/s/  Robert M. Beall, II                  Director                                     June 15, 2004
---------------------------------------
Robert M. Beall, II

/s/  J. Hyatt Brown                       Director                                     June 15, 2004
---------------------------------------
J. Hyatt Brown

/s/  James L. Camaren                     Director                                     June 15, 2004
---------------------------------------
James L. Camaren

/s/  Frederic V. Malek                    Director                                     June 15, 2004
---------------------------------------
Frederic V. Malek

/s/  Michael H. Thaman                    Director                                     June 15, 2004
---------------------------------------
Michael H. Thaman

/s/  Paul R. Tregurtha                    Director                                     June 15, 2004
---------------------------------------
Paul R. Tregurtha

/s/  Frank G. Zarb                        Director                                     June 15, 2004
---------------------------------------
Frank G. Zarb

</TABLE>


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
   NO.
-------

4(h)     Amended and Restated Long Term Incentive Plan, effective December 20,
         2002.

4(i)     Amended and Restated Long Term Incentive Plan, effective May 21, 2004.

5        Opinion of Steel Hector & Davis LLP.

23(a)    Consent of Deloitte & Touche LLP.

23(b)    Consent of Steel Hector & Davis LLP (included in Exhibit 5 to this
         Registration Statement).

24       Power of Attorney (included on signature pages of this Registration
         Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 42886}]
{"company-data": {"conformed-name": "FPL GROUP INC", "cik": "0000753308", "assigned-sic": "4911", "irs-number": "592449419", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116501", "film-number": "04864554"}, "business-address": {"street1": "700 UNIVERSE BLVD", "city": "JUNO BEACH", "state": "FL", "zip": "33408", "phone": "5616944000"}, "mail-address": {"street1": "P O BOX 14000", "city": "JUNO BEACH", "state": "FL", "zip": "33408"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 2004
                                REGISTRATION STATEMENT NO. 333-____________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                                 FPL GROUP, INC.
             (Exact name of registrant as specified in its charter)
                                ----------------

         FLORIDA                                         59-2449419
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                             700 UNIVERSE BOULEVARD
                            JUNO BEACH, FLORIDA 33408
               (Address of Principal Executive Office) (Zip Code)
                                ----------------
          FPL GROUP, INC. AMENDED AND RESTATED LONG TERM INCENTIVE PLAN
                            (Full title of the plans)
DENNIS P. COYLE, ESQ.                      THOMAS R. MCGUIGAN, P.A.                   ROBERT J. REGER, JR., ESQ.
     GENERAL COUNSEL AND SECRETARY                  STEEL HECTOR & DAVIS LLP                    THELEN REID & PRIEST LLP
            FPL GROUP, INC.                         1900 PHILLIPS POINT WEST                        875 THIRD AVENUE
        700 UNIVERSE BOULEVARD                      777 SOUTH FLAGLER DRIVE                     NEW YORK, NEW YORK 10022
       JUNO BEACH, FLORIDA 33408                 WEST PALM BEACH, FLORIDA 33401                      (212) 603-2000
            (561) 694-4000                               (561) 650-7200
(Names and addresses of agents for service)
         (Telephone number, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
================================ ===================== ====================== ====================== ===========================
PROPOSED               PROPOSED
         TITLE OF EACH                  AMOUNT                MAXIMUM                MAXIMUM                 AMOUNT OF
      CLASS OF SECURITIES               TO BE             OFFERING PRICE            AGGREGATE               REGISTRATION
       TO BE REGISTERED               REGISTERED           PER SHARE (1)       OFFERING PRICE (1)               FEE
-------------------------------- --------------------- ---------------------- ---------------------- ---------------------------
Common Stock, $.01 par value        4,000,000 (2)             $62.99              $251,960,000              $31,923 (4)
Preferred Share Purchase Rights     4,000,000 (3)               N/A                    N/A
================================ ===================== ====================== ====================== ===========================
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
      (the "Securities Act"), based upon the average of the high and low sale
      prices of the Common Stock on June 9, 2004 on the New York Stock Exchange
      Composite Tape.
(2)   Pursuant to Rule 416(a) under the Securities Act, this Registration
      Statement also relates to such indeterminate number of additional shares
      of Common Stock of FPL Group, Inc. (the "Registrant") as may be issuable
      as a result of stock splits, stock dividends, recapitalizations, mergers,
      reorganizations, combinations or exchange of shares or other similar
      events.
(3)   The Preferred Share Purchase Rights (the "Rights") are attached to and
      will trade with the Common Stock. The value attributable to the Rights, if
      any, is reflected in the market price of the Common Stock.
(4)   Since no separate  consideration is paid for the Rights, the registration
      fee for such securities is included in the registration fee for the
      Common Stock.

Pursuant to Rule 429 under the Securities Act, the prospectus relating to this
Registration Statement will be used as a combined prospectus in connection with
this Registration Statement and Registration Statement No. 33-57673

This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission (the "Commission") in accordance with Section
8(a) of the Securities Act, and Rules 456 and 462 promulgated thereunder.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.
------   ----------------

         Not required to be filed with the Commission.

Item 2.  Registrant Information and Employee Plan Annual Information.
------   -----------------------------------------------------------

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------   ---------------------------------------

         The following documents filed or to be filed by FPL Group, Inc. (the
"Registrant") with the Commission are incorporated herein by reference:

         1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003;

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004; and

         3. The Registrant's Current Reports on Form 8-K filed with the
Commission on March 1, 2004, March 12, 2004 and June 10, 2004.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement,
to the extent that a statement contained herein or in any other subsequently
filed document which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4.  Description of Securities.
------   -------------------------

         GENERAL. The following statements describing the Registrant's Common
Stock are not intended to be a complete description. For additional information,
please see the Registrant's Restated Articles of Incorporation ("Charter") and
its bylaws, which set forth the terms of the Common Stock. Please also see the
Restated Articles of Incorporation of Florida Power & Light Company, and the
Mortgage and Deed of Trust, dated as of January 1, 1944, between Florida Power &
Light Company and Deutsche Bank Trust Company Americas, as trustee, as amended
and supplemented (the "Mortgage"), which contain restrictions which may limit
the ability of Florida Power & Light Company to pay dividends to FPL Group. Each
of these documents has been previously filed with the Commission. Reference is
also made to the laws of the State of Florida.

         The Registrant's authorized capital stock consists of 400,000,000
shares of common stock, $.01 par value (the "Common Stock"), and 100,000,000
shares of serial preferred stock, $.01 par value. As of May 28, 2004,
185,112,653 shares of Common Stock were issued and outstanding and no shares of
serial preferred stock were issued and outstanding. See "Preferred Share
Purchase Rights" below. The Common Stock has no preemptive, subscription or
conversion rights, and there are no redemption or sinking fund provisions
applicable thereto. The outstanding shares of Common Stock are, and when issued
the shares offered hereby will be, fully paid and nonassessable.

         All outstanding Common Stock is listed on the NYSE and trades under the
symbol "FPL." The registrar and transfer agent for the Common Stock is
Computershare Investor Services, LLC.

         A number of provisions that are in the Registrant's Charter and bylaws
will make it difficult for another company to acquire the Registrant and for a
holder of the Registrant's Common Stock to receive any related takeover premium
for its shares. See "--Voting Rights and Non-Cumulative Voting" and "--Preferred
Share Purchase Rights" below.

         DIVIDEND RIGHTS. Each share of Common Stock is entitled to participate
equally with respect to dividends declared on the Common Stock out of funds
legally available for the payment thereof.

         The Registrant's Charter does not limit the dividends that can be paid
on the Common Stock. However, as a practical matter, the ability of the
Registrant to pay dividends on the Common Stock is dependent upon dividends paid
to it by its subsidiaries, primarily Florida Power & Light Company ("FPL").
FPL's ability to pay dividends is limited by restrictions contained in FPL's
Restated Articles of Incorporation and in the Mortgage. However, these
restrictions do not currently limit FPL's ability to pay dividends to the
Registrant from its retained earnings.

         FPL Group Capital Inc ("FPL Group Capital"), a subsidiary of the
Registrant, has issued junior subordinated debentures in connection with
preferred trust securities previously issued by FPL Group Capital Trust I, which
junior subordinated debentures are guaranteed by the Registrant. FPL Group
Capital has a right, from time to time, to delay interest payments on its
outstanding junior subordinated debentures for an extension period of up to 20
consecutive quarters. The Registrant and/or FPL Group Capital may issue, from
time to time, additional junior subordinated debentures in connection with the
issuance of additional preferred trust securities. The Registrant and/or FPL
Group Capital may have a similar right to delay interest payments for those
additional junior subordinated debentures. If FPL Group Capital and/or the
Registrant exercises any right to delay an interest payment, the Registrant
would not be able to pay dividends on its common stock or preferred stock during
the extension period with certain limited exceptions.

                                       2
In addition, the Registrant has issued stock purchase contracts, as a
component of stock purchase units, which require the Registrant to make periodic
contract adjustment payments to the holders of the stock purchase units. The
Registrant has a right to delay these payments during the term of the stock
purchase contracts. The Registrant may issue, from time to time, additional
stock purchase contracts as a component of stock purchase units. The Registrant
may have a similar right to delay contract adjustment payments on these
additional stock purchase contracts. If the Registrant exercises any right to
delay a contract adjustment payment, it will not be able to pay dividends on its
common stock or preferred stock during the period such payments are delayed with
certain limited exceptions.

         VOTING RIGHTS AND NON-CUMULATIVE VOTING. In general, the holders of the
Registrant's Common Stock are entitled to one vote per share for the election of
directors and for other corporate purposes. The Charter:

         (1) permits the shareholders to remove a director only for cause and
only by the affirmative vote of 75% in voting power of the outstanding shares of
Common Stock and other outstanding voting stock, voting as a class;

         (2) provides that a vacancy on the Board of Directors may be filled
only by the remaining directors;

         (3) permits shareholders to take action only at an annual meeting, or a
special meeting duly called by certain officers, the Board of Directors or the
holders of a majority in voting power of the outstanding shares of voting stock
entitled to vote on the matter;

         (4) requires the affirmative vote of 75% in voting power of the
outstanding shares of voting stock to approve certain Business Combinations (as
defined below) with an Interested Shareholder (as defined below) or its
affiliate, unless approved by a majority of the Continuing Directors (as defined
below) or, in certain cases, unless certain minimum price and procedural
requirements are met; and

         (5) requires the affirmative vote of 75% in voting power of the
outstanding shares of voting stock to amend the bylaws or to amend certain
provisions of the Charter including those provisions discussed in (1) through
(4) above.

         Such provisions may have significant effects on the ability of the
shareholders to change the composition of an incumbent Board of Directors or to
benefit from certain transactions which are opposed by an incumbent Board of
Directors.

         The term "Interested Shareholder" is defined in the Charter to include
a security holder who owns 10% or more in voting power of the outstanding shares
of voting stock, and the term "Continuing Director" is defined in the Charter to
include any director who is not an affiliate of an Interested Shareholder. The
above provisions dealing with Business Combinations involving the Registrant and
an Interested Shareholder may discriminate against a security holder who becomes
an Interested Shareholder by reason of the beneficial ownership of such amount
of common or other voting stock. The term "Business Combination" is defined in
the Charter to include:

         (1) any merger or consolidation of the Registrant or any direct or
indirect majority-owned subsidiary with (a) an Interested Shareholder or (b) any
other corporation which is, or after such merger or consolidation would be, an
affiliate of an Interested Shareholder;

         (2) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition in one transaction or a series of transactions to or with any
Interested Shareholder or any affiliate of an Interested Shareholder of assets

                                       3
of the Registrant or any direct or indirect majority-owned subsidiary having an
aggregate fair market value of $10,000,000 or more;

         (3) the issuance or transfer by the Registrant or any direct or
indirect majority-owned subsidiary in one transaction or a series of
transactions of any securities of the Registrant or any subsidiary to any
Interested Shareholder or any affiliate of any Interested Shareholder in
exchange for cash, securities or other property, or a combination thereof,
having an aggregate fair market value of $10,000,000 or more;

         (4) the adoption of any plan or proposal for the liquidation or
dissolution of the Registrant proposed by or on behalf of an Interested
Shareholder or an affiliate of an Interested Shareholder; or

         (5) any reclassification of securities, including any reverse stock
split, or recapitalization, of the Registrant, or any merger or consolidation of
the Registrant with any of its direct or indirect majority-owned subsidiaries or
any other transaction which has the direct or indirect effect of increasing the
proportionate share of the outstanding shares of any class of equity or
convertible securities of the Registrant or any direct or indirect wholly-owned
subsidiary which is directly or indirectly owned by any Interested Shareholder
or any affiliate of any Interested Shareholder.

         The holders of Common Stock do not have cumulative voting rights, and
therefore the holders of more than 50% of a quorum (majority) of the outstanding
shares of Common Stock can elect all of the Registrant's directors. Unless
otherwise provided in the Charter or the bylaws or in accordance with applicable
law, the affirmative vote of a majority of the total number of shares
represented at a meeting and entitled to vote is required for shareholder action
on a matter.

         Voting rights for the election of directors or otherwise, if any, for
any series of the serial preferred stock, will be established by the Board of
Directors when such series is issued.

         LIQUIDATION RIGHTS. After satisfaction of creditors and payments due
the holders of serial preferred stock, if any, the holders of Common Stock are
entitled to share ratably in the distribution of all remaining assets.

         PREFERRED SHARE PURCHASE RIGHTS. The following statements describing
the Registrant's preferred share purchase rights (each, a "Right") are not
intended to be a complete description. For additional information, please see
the form of Rights Agreement, dated as of July 1, 1996, between the Registrant
and Computershare Investor Services, LLC, as successor Rights Agent, as amended,
which sets forth the terms of the Rights. The Rights Agreement and amendments
thereto have been previously filed with the Commission.

         On June 17, 1996, the Registrant's Board of Directors declared a
dividend of one Right for each outstanding share of Common Stock. Thereafter,
until the Distribution Date (as defined below), the Registrant will issue one
Right with each newly issued share of Common Stock. Each Right (prior to the
expiration or redemption of the Rights) will entitle the holder thereof to
purchase from the Registrant one-hundredth of a share of the Registrant's Series
A Junior Participating Preferred Stock, $.0l par value ("Junior Preferred
Shares"), at an exercise price of $120 per Right ("Purchase Price"), subject to
adjustment. Until the Distribution Date, the Rights are represented by the
shares of Common Stock, and are not exercisable or transferable apart from the
Common Stock. The "Distribution Date" is the earlier to occur of:

         (1) the tenth day after the public announcement that a person or group
has acquired beneficial ownership of 10% or more of the Common Stock, or

                                       4
(2) the tenth business day after a person commences, or announces an
intention to commence, a tender or exchange offer, the consummation of which
would result in the beneficial ownership by a person or group of 10% or more of
the Common Stock. At any time before a person or group becomes a 10% holder, the
Board of Directors may extend the 10-day period.

         Separate certificates evidencing the Rights will be mailed to holders
of the Common Stock as of the close of business on the Distribution Date. The
Rights are exercisable at any time after the Distribution Date, unless earlier
redeemed, or exchanged, and could then begin trading separately from the Common
Stock. The Rights do not have any voting rights and are not entitled to
dividends.

         If a person or group becomes a 10% holder, each Right not owned by the
10% holder would become exercisable for the number of shares of Common Stock
which, at that time, would have a market value of two times the exercise price
of the Right. In the event that the Registrant is acquired in a merger or other
business combination transaction, or 50% or more of the Registrant's assets or
earning power are sold or otherwise transferred, after a person or group has
become a 10% holder, each Right will entitle its holder to purchase, at the
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right.

         The Rights are redeemable by the Registrant's Board of Directors in
whole, but not in part, at $.01 per Right at any time prior to the time that a
person or group acquires beneficial ownership of 10% or more of the outstanding
Common Stock. The Rights will expire on June 30, 2006 (unless the expiration
date is extended or the Rights are earlier redeemed or exchanged as described
below).

         The Purchase Price, and the number of Junior Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution

         (1) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Junior Preferred Shares,

         (2) as a result of the grant to holders of Junior Preferred Shares of
certain rights or warrants to subscribe for or purchase Junior Preferred Shares
at a price, or securities convertible into Junior Preferred Shares with a
conversion price, at less than the current market price of Junior Preferred
Shares, or

         (3) as a result of the distribution to holders of Junior Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Junior Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The number of Rights and the number of Junior Preferred
Shares purchasable upon exercise of each Right are also subject to adjustment in
the event of a stock split, subdivision, consolidation, combination or common
stock dividend on the Common Stock prior to the Distribution Date.

         The Registrant's Board of Directors may exchange the Rights at an
exchange ratio of one share of Common Stock per Right at any time that is (1)
after the acquisition by a person or group of affiliated or associated persons
of beneficial ownership of 10% or more of the outstanding Common Stock; and (2)
before the acquisition by a person or group of 50% or more of the outstanding
Common Stock.

         The Rights have anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant without conditioning the offer on the redemption of the Rights or on

                                       5
the acquisition of a certain number of Rights. The Rights beneficially owned by
that person or group may become null and void. The Rights should not interfere
with any merger or other business combination approved by the Registrant's Board
of Directors, since the Rights may be redeemed by the Registrant at $.01 per
Right prior to the time that a person or group has acquired beneficial ownership
of 10% or more of the Common Stock.

         The Junior Preferred Shares purchasable upon exercise of the Rights
will be entitled to cumulative quarterly dividends in preference to the Common
Stock at a rate per share equal to the greater of $10 and 100 times the dividend
declared on the Common Stock for such quarter. In the event of any merger,
consolidation or other transaction in which the shares of Common Stock are
exchanged, each Junior Preferred Share will be entitled to receive 100 times the
amount and type of consideration received per share of Common Stock. In the
event of a liquidation of the Registrant, the holders of Junior Preferred Shares
will be entitled to receive in preference to the Common Stock the greater of
$100 per share and 100 times the payment made per share of Common Stock. The
Registrant has the right to issue other serial preferred stock ranking prior to
the Junior Preferred Shares with respect to dividend and liquidation
preferences. The Junior Preferred Shares will be redeemable after June 30, 2006,
at the Registrant's option, in whole or in part, at a redemption price per share
equal to the greater of (1) the per share Purchase Price, and (2) the then
current market price of a Junior Preferred Share.

         Each Junior Preferred Share will have 100 votes on all matters
submitted to a vote of the shareholders of the Registrant, voting together with
the Common Stock. The rights of the Junior Preferred Shares as to dividends,
liquidation, redemption and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Because of
the nature of the dividend, liquidation, redemption and voting rights of the
Junior Preferred Shares, the value of the interest in a Junior Preferred Share
purchasable upon the exercise of each Right should approximate the value of one
share of Common Stock.

         The Registrant's Board of Directors may amend the Rights Agreement and
the Rights, without the consent of the holders of the Rights. However, any
amendment adopted after a person or group becomes a 10% holder may not adversely
affect the interests of holders of Rights. The 10% holder level discussed above
is subject to certain exceptions.

Item 5.  Interests of Named Experts and Counsel.
------   --------------------------------------

         None.

Item 6.  Indemnification of Directors and Officers.
------   -----------------------------------------

         Section 607.0850 of the Florida Statutes generally permits the
Registrant to indemnify its directors, officers, employees or other agents who
are subject to any third-party actions because of their service to the
Registrant if such persons acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the Registrant. If
the proceeding is a criminal one, such person must also have had no reasonable
cause to believe his conduct was unlawful. In addition, the Registrant may
indemnify its directors, officers, employees or other agents who are subject to
derivative actions against expenses and amounts paid in settlement which do not
exceed, in the judgment of the board of directors, the estimated expense of
litigating the proceeding to conclusion, including any appeal thereof, actually
and reasonably incurred in connection with the defense or settlement of such
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Registrant. To the extent that a director, officer, employee or other agent is
successful on the merits or otherwise in defense of a third-party or derivative
action, such person will be indemnified against expenses actually and reasonably
incurred in connection therewith. This Section also permits the Registrant to

                                       6
further indemnify such persons by other means unless a judgment or other final
adjudication establishes that such person's actions or omissions which were
material to the cause of action constitute (1) a crime (unless such person had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe it unlawful), (2) a transaction from which he derived an improper
personal benefit, (3) an action in violation of Florida Statutes Section
607.0834 (unlawful distributions to shareholders), or (4) willful misconduct or
a conscious disregard for the best interests of the Registrant in a proceeding
by or in the right of the Registrant to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.

         Furthermore, Florida Statutes Section 607.0831 provides, in general,
that no director shall be personally liable for monetary damages to a
corporation or any other person for any statement, vote, decision, or failure to
act, regarding corporate management or policy, unless: (a) the director breached
or failed to perform his duties as a director; and (b) the director's breach of,
or failure to perform, those duties constitutes (i) a violation of criminal law,
unless the director had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was unlawful, (ii) a transaction
from which the director derived an improper personal benefit, either directly or
indirectly, (iii) a circumstance under which the liability provisions of Florida
Statutes Section 607.0834 are applicable, (iv) in a proceeding by or in the
right of a corporation to procure a judgment in its favor or by or in the right
of a shareholder, conscious disregard for the best interest of the corporation,
or willful misconduct, or (v) in a proceeding by or in the right of someone
other than the corporation or a shareholder, recklessness or an act or omission
which was committed in bad faith or with malicious purpose or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property.
The term "recklessness," as used above, means the action, or omission to act, in
conscious disregard of a risk: (a) known, or so obvious that it should have been
known, to the director; and (b) known to the director, or so obvious that it
should have been known, to be so great as to make it highly probable that harm
would follow from such action or omission.

         The Registrant's Bylaws provide generally that the Registrant shall, to
the fullest extent permitted by law, indemnify all directors and officers of the
Registrant, directors, officers, or other employees serving as a fiduciary of an
employee benefit plan of the Registrant, as well as any employees or agents of
the Registrant or other persons serving at the request of the Registrant in any
capacity with any entity or enterprise other than the Registrant to whom the
Registrant has agreed to grant indemnification (each, an "Indemnified Person")
to the extent that any such person is made a party or threatened to be made a
party or called as a witness or is otherwise involved in any action, suit, or
proceeding in connection with his status as an Indemnified Person. Such
indemnification covers all expenses incurred by any Indemnified Person
(including attorneys' fees) and all liabilities and losses (including judgments,
fines and amounts to be paid in settlement) incurred thereby in connection with
any such action, suit or proceeding.

         In addition, the Registrant carries insurance permitted by the laws of
Florida on behalf of directors, officers, employees or agents which may cover,
among other things, liabilities under the Securities Act.

Item 7.  Exemption from Registration Claimed.
------   -----------------------------------

         Not applicable.

Item 8.  Exhibits.
------   --------

         *4(a)    Restated Articles of Incorporation of the Registrant dated
                  December 31, 1984, as amended through December 17, 1990 (filed
                  as Exhibit 4(a) to Post-Effective Amendment No. 5 to Form S-8,
                  File No. 33-18669).

         *4(b)    Amendment to the  Registrant's  Restated  Articles of
                  Incorporation  dated June 27, 1996 (filed as Exhibit 3 to Form
                  10-Q for the quarter ended June 30, 1996, File No. 1-8841).

                                       7
*4(c)    Amendment to the Registrant's Restated Articles of
                  Incorporation dated May 26, 2004 (filed as Exhibit 4(c) to
                  Form S-3, File Nos. 333-116209, 333-116209-01, 333-116209-02,
                  333-116209-03, 333-116209-04 and 333-116209-05).

         *4(d)    Bylaws of the Registrant as amended February 12, 2001 (filed
                  as Exhibit  3(ii)a to Form 10-K for the year ended
                  December 31, 2000, File No. 1-8841).

         *4(e)    Form of Rights Agreement, dated as of July 1, 1996, between
                  the Registrant and EquiServe Trust Company, N.A., as successor
                  to Fleet National Bank (formerly known as The First National
                  Bank of Boston), as Rights Agent (filed as Exhibit 4 to Form
                  8-K dated June 17, 1996, File No. 1-8841).

         *4(f)    Second Amendment to Rights Agreement, dated as of December 26,
                  2002, between the Registrant and EquiServe Trust Company, N.A.
                  as successor to Fleet National Bank (formerly known as The
                  First National Bank of Boston), as Rights Agent (filed as
                  Exhibit 3 to Form 8-A/A dated January 3, 2003, File No.
                  1-8841).

         *4(g)    Third Amendment to Rights Agreement, dated as of January 1,
                  2004, among the Registrant, Computershare Investor Services,
                  LLC as successor Rights Agent, and EquiServe Trust Company,
                  N.A. as predecessor Rights Agent (filed as Exhibit 4 to Form
                  8-A/A dated December 19, 2003, File No. 1-8841).

          4(h)    Amended and Restated Long Term Incentive Plan, effective
                  December 20, 2002.

          4(i)    Amended and Restated Long Term Incentive Plan, effective
                  May 21, 2004.

          5       Opinion of Steel Hector & Davis LLP.

          23(a)   Consent of Deloitte & Touche LLP.

          23(b)   Consent of Steel Hector & Davis LLP (included in Exhibit 5
                  to this Registration Statement).

          24      Power of Attorney (included on signature pages of this
                  Registration Statement).

         * Incorporated by reference as indicated.

Item 9.  Undertakings.
------   ------------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental

                                       8
change in the information set forth in the Registration
                  Statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement,

provided, however, that the Registrant need not file a post-effective amendment
to include the information required to be included by subsection (i) or (ii) if
the Registration Statement is on Form S-8 or Form S-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       9
POWER OF ATTORNEY

         Each director and/or officer of the Registrant whose signature appears
below hereby appoints the agents for service named in this Registration
Statement, and each of them severally, as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below and to file with the
Commission any and all amendments, including post-effective amendments, to this
Registration Statement, and the Registrant hereby also appoints each such agent
for service as its attorney-in-fact with like authority to sign and file any
such amendments in its name and behalf.

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Juno Beach, State of Florida on the 15th day of June,
2004.

                                 FPL GROUP, INC.

                                 By:   /s/  Lewis Hay III
                                       ---------------------------------------
                                      Lewis Hay III
                                      Chairman of the Board, President, Chief
                                      Executive Officer and Director

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                 Title                                        Date
---------                                 -----                                        ----
/s/  Lewis Hay III                        Chairman of the Board, President,            June 15, 2004
---------------------------------------   Chief Executive Officer and Director
Lewis Hay III                             (Principal Executive Officer)

/s/  Moray P. Dewhurst                    Vice President, Finance and Chief            June 15, 2004
---------------------------------------   Financial Officer (Principal Financial
Moray P. Dewhurst                         Officer)

/s/  K. Michael Davis                     Controller and Chief Accounting Officer      June 15, 2004
---------------------------------------   (Principal Accounting Officer)
K. Michael Davis

/s/  H. Jesse Arnelle                     Director                                     June 15, 2004
---------------------------------------
H. Jesse Arnelle

/s/  Sherry S. Barrat                     Director                                     June 15, 2004
---------------------------------------
Sherry S. Barrat
Signature                                 Title                                        Date
---------                                 -----                                        ----

/s/  Robert M. Beall, II                  Director                                     June 15, 2004
---------------------------------------
Robert M. Beall, II

/s/  J. Hyatt Brown                       Director                                     June 15, 2004
---------------------------------------
J. Hyatt Brown

/s/  James L. Camaren                     Director                                     June 15, 2004
---------------------------------------
James L. Camaren

/s/  Frederic V. Malek                    Director                                     June 15, 2004
---------------------------------------
Frederic V. Malek

/s/  Michael H. Thaman                    Director                                     June 15, 2004
---------------------------------------
Michael H. Thaman

/s/  Paul R. Tregurtha                    Director                                     June 15, 2004
---------------------------------------
Paul R. Tregurtha

/s/  Frank G. Zarb                        Director                                     June 15, 2004
---------------------------------------
Frank G. Zarb
EXHIBIT INDEX

EXHIBIT
   NO.
-------

4(h)     Amended and Restated Long Term Incentive Plan, effective December 20,
         2002.

4(i)     Amended and Restated Long Term Incentive Plan, effective May 21, 2004.

5        Opinion of Steel Hector & Davis LLP.

23(a)    Consent of Deloitte & Touche LLP.

23(b)    Consent of Steel Hector & Davis LLP (included in Exhibit 5 to this
         Registration Statement).

24       Power of Attorney (included on signature pages of this Registration
         Statement).