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)


			   (Full title of the plan)

	   FPL Energy Operating Services, Inc.  Employees Savings Plan



Dennis P. Coyle
General Counsel and Secretary
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida  33408
(561) 694-4644

Jeffrey I. Mullens, P.A.
Steel Hector & Davis LLP
1900 Phillips Point West
777 South Flagler Drive
West Palm Beach, Florida  33401-6198
(561) 650-7257

Robert J. Reger, Jr., Esq.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York  10019-4097
(212) 603-2000
(Names and addresses of agents for service) (Telephone number, including
area code, of agents for service)

Copies to:
Denise A. Gordon, Esq.
Steel Hector & Davis LLP
1900 Phillips Point West
777 S. Flagler Drive
West Palm Beach, Florida, 33401-6198


CALCULATION OF REGISTRATION FEE

<TABLE><CAPTION>
						 Proposed            Proposed
Title of Each                     Amount         Maximum             Maximum               Amount of
Class of Securities               to be          Offering Price      Aggregate             Registration
to be Registered                  Registered     Per Unit (1)        Offering Price (1)    Fee
-------------------------------   -----------    --------------      --------------        ------------
<S>                                <C>             <C>                 <C>                    <C>
Common Stock, $.01 par value       25,000 (2)      $58.2813            $1,457,032.50          $405.06
Preferred Share Purchase Rights    25,000 (3)                                                 (4)
</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 such Common Stock on
May 18, 1999 on the New York Stock Exchange Composite Tape.

(2)     This Registration Statement also relates to such
indeterminate number of additional Common Shares of 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.

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.      Annual Report on Form 10-K (Commission File No. 1-
8841) for the fiscal year ended December 31, 1998.

2.      Quarterly Report on Form 10-Q  (Commission File No. 1-
8841) for the quarterly period ended March 31, 1999.

3.      Current Reports on Form 8-K filed with the Commission
on March 17, 1999 and April 16, 1999.

4.      The description of the Registrant's Common Stock to be
offered pursuant to the FPL Energy Operating Services, Inc.
Employees Savings Plan (the "Plan"), which is contained in its
Registration Statement on Form 8-B filed with the Commission on
December 31, 1984, including all amendments and reports filed
for the purpose of updating such description.

5.      The description of the Rights contained in Item 1 of
the Registration Statement on Form 8-A filed with the
Commission on June 20, 1996, including all amendments or
reports filed for the purpose of updating such description.

6.      All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of the fiscal
year covered by the report referred to in (1) above.

All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of 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 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.

Not applicable.

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, 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 a corporation further to 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) a transaction 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
corporation in a proceeding by or in the right of the corporation 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 the Registrant 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
the Registrant to procure a judgment in its favor or by or in the right of
a shareholder, conscious disregard for the best interest of the Registrant,
or willful misconduct, or (v) in a proceeding by or in the right of someone
other than the Registrant 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 directors; 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
attorney's 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 Registrant dated December
31, 1984, as amended through December 17, 1990 (filed on July 16, 1993 as
Exhibit 4(a) to Post-Effective Amendment No. 5 to Form S-8, Registration
Statement No. 33-18669, File No. 1-8841).

*4(b)   Amendment to 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).

*4(c)   Bylaws of Registrant dated November 15, 1993 (filed as Exhibit
3(ii) to Form 10-K for the fiscal year ended December 31, 1993, File No. 1-
8841).

*4(d)   Rights Agreement, dated as of July 1, 1996, between Registrant and
The First National Bank of Boston (filed as Exhibit 4 to Form 8-K dated
June 17, 1996, File No. 1-8841).

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).

99(a)   FPL Energy Operating Services, Inc. Employees Savings Plan.

99(b)   First Amendment to the FPL Energy Operating Services, Inc.
Employees Savings Plan.

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

(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 therein,
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 foregoing provisions, 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.



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 on his 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 on its 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 this 10th day of May, 1999.

FPL GROUP, INC.



By:  /s/ James L. Broadhead
	 James L. Broadhead
	 Chairman of the Board and Chief Executive Officer





	[continued on next page]

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


Signature       Title   Date


/s/ James L. Broadhead        Chairman of the Board and        May 10, 1999
    James L. Broadhead        Chief Executive Officer
			      (Principal Executive Officer
			       and Director)



/s/ K. Michael Davis          Controller and Chief Accounting  May 10, 1999
    K. Michael Davis          Officer (Principal Accounting
			      Officer and Principal Financial
			      Officer)


/s/ H. Jesse Arnelle            Directors                      May 10, 1999
    H. Jesse Arnelle


/s/ Sherry S. Barrat                                           May 10, 1999
    Sherry S. Barrat


/s/ Robert M. Beall, II                                        May 10, 1999
    Robert M. Beall, II


/s/ J. Hyatt Brown                                             May 10, 1999
    J. Hyatt Brown


/s/ Armando M. Codina                                          May 10, 1999
    Armando M. Codina


/s/ Marshall M. Criser                                         May 10, 1999
    Marshall M. Criser


/s/ B. F. Dolan                                                May 10, 1999
    B. F. Dolan


/s/ Willard D. Dover                                           May 10, 1999
    Willard D. Dover


/s/ Alexander J. Dreyfoos Jr.                                  May 10, 1999
    Alexander J. Dreyfoos Jr.


/s/ Paul J. Evanson                                            May 10, 1999
    Paul J. Evanson


/s/ Drew Lewis                                                 May 10, 1999
    Drew Lewis


/s/ Frederic V. Malek                                          May 10, 1999
    Frederic V. Malek


/s/ Paul R. Tregurtha                                          May 10, 1999
    Paul R. Tregurtha


/s/ Roger Young                                                May 10, 1999
    Roger Young




EXHIBIT INDEX

Exhibit No.

*4(a)   Restated Articles of Incorporation of Registrant dated
December 31, 1984, as amended through December 17, 1990
(filed on July 16, 1993 as Exhibit 4(a) to Post-Effective
Amendment No. 5 to Form S-8, Registration Statement No.
33-18669, File No. 1-8841).

*4(b)   Amendment to 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).

*4(c)   Bylaws of Registrant dated November 15, 1993 (filed as
Exhibit 3(ii) to Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8841).

*4(d)   Rights Agreement, dated as of July 1, 1996, between
Registrant and The First National Bank of Boston (filed as
Exhibit 4 to Form 8-K dated June 17, 1996, File No. 1-
8841).

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).

99(a)   FPL Energy Operating Services, Inc. Employees Savings
Plan.

99(b)   First Amendment to the FPL Energy Operating Services, Inc.
Employees Savings Plan.

*  Incorporated by reference as indicated.
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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)

			   (Full title of the plan)

	   FPL Energy Operating Services, Inc.  Employees Savings Plan

Dennis P. Coyle
General Counsel and Secretary
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, Florida  33408
(561) 694-4644

Jeffrey I. Mullens, P.A.
Steel Hector & Davis LLP
1900 Phillips Point West
777 South Flagler Drive
West Palm Beach, Florida  33401-6198
(561) 650-7257

Robert J. Reger, Jr., Esq.
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York  10019-4097
(212) 603-2000
(Names and addresses of agents for service) (Telephone number, including
area code, of agents for service)

Copies to:
Denise A. Gordon, Esq.
Steel Hector & Davis LLP
1900 Phillips Point West
777 S. Flagler Drive
West Palm Beach, Florida, 33401-6198

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 Unit (1)        Offering Price (1)    Fee
-------------------------------   -----------    --------------      --------------        ------------
Common Stock, $.01 par value       25,000 (2)      $58.2813            $1,457,032.50          $405.06
Preferred Share Purchase Rights    25,000 (3)                                                 (4)
(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 such Common Stock on
May 18, 1999 on the New York Stock Exchange Composite Tape.

(2)     This Registration Statement also relates to such
indeterminate number of additional Common Shares of 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.

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.      Annual Report on Form 10-K (Commission File No. 1-
8841) for the fiscal year ended December 31, 1998.

2.      Quarterly Report on Form 10-Q  (Commission File No. 1-
8841) for the quarterly period ended March 31, 1999.

3.      Current Reports on Form 8-K filed with the Commission
on March 17, 1999 and April 16, 1999.

4.      The description of the Registrant's Common Stock to be
offered pursuant to the FPL Energy Operating Services, Inc.
Employees Savings Plan (the "Plan"), which is contained in its
Registration Statement on Form 8-B filed with the Commission on
December 31, 1984, including all amendments and reports filed
for the purpose of updating such description.

5.      The description of the Rights contained in Item 1 of
the Registration Statement on Form 8-A filed with the
Commission on June 20, 1996, including all amendments or
reports filed for the purpose of updating such description.

6.      All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of the fiscal
year covered by the report referred to in (1) above.

All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of 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 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.

Not applicable.

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, 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 a corporation further to 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) a transaction 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
corporation in a proceeding by or in the right of the corporation 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 the Registrant 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
the Registrant to procure a judgment in its favor or by or in the right of
a shareholder, conscious disregard for the best interest of the Registrant,
or willful misconduct, or (v) in a proceeding by or in the right of someone
other than the Registrant 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 directors; 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
attorney's 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 Registrant dated December
31, 1984, as amended through December 17, 1990 (filed on July 16, 1993 as
Exhibit 4(a) to Post-Effective Amendment No. 5 to Form S-8, Registration
Statement No. 33-18669, File No. 1-8841).

*4(b)   Amendment to 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).

*4(c)   Bylaws of Registrant dated November 15, 1993 (filed as Exhibit
3(ii) to Form 10-K for the fiscal year ended December 31, 1993, File No. 1-
8841).

*4(d)   Rights Agreement, dated as of July 1, 1996, between Registrant and
The First National Bank of Boston (filed as Exhibit 4 to Form 8-K dated
June 17, 1996, File No. 1-8841).

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).

99(a)   FPL Energy Operating Services, Inc. Employees Savings Plan.

99(b)   First Amendment to the FPL Energy Operating Services, Inc.
Employees Savings Plan.

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

(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 therein,
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 foregoing provisions, 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.

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 on his 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 on its 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 this 10th day of May, 1999.

FPL GROUP, INC.

By:  /s/ James L. Broadhead
	 James L. Broadhead
	 Chairman of the Board and Chief Executive Officer

	[continued on next page]

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

Signature       Title   Date

/s/ James L. Broadhead        Chairman of the Board and        May 10, 1999
    James L. Broadhead        Chief Executive Officer
			      (Principal Executive Officer
			       and Director)

/s/ K. Michael Davis          Controller and Chief Accounting  May 10, 1999
    K. Michael Davis          Officer (Principal Accounting
			      Officer and Principal Financial
			      Officer)

/s/ H. Jesse Arnelle            Directors                      May 10, 1999
    H. Jesse Arnelle

/s/ Sherry S. Barrat                                           May 10, 1999
    Sherry S. Barrat

/s/ Robert M. Beall, II                                        May 10, 1999
    Robert M. Beall, II

/s/ J. Hyatt Brown                                             May 10, 1999
    J. Hyatt Brown

/s/ Armando M. Codina                                          May 10, 1999
    Armando M. Codina

/s/ Marshall M. Criser                                         May 10, 1999
    Marshall M. Criser

/s/ B. F. Dolan                                                May 10, 1999
    B. F. Dolan

/s/ Willard D. Dover                                           May 10, 1999
    Willard D. Dover

/s/ Alexander J. Dreyfoos Jr.                                  May 10, 1999
    Alexander J. Dreyfoos Jr.

/s/ Paul J. Evanson                                            May 10, 1999
    Paul J. Evanson

/s/ Drew Lewis                                                 May 10, 1999
    Drew Lewis

/s/ Frederic V. Malek                                          May 10, 1999
    Frederic V. Malek

/s/ Paul R. Tregurtha                                          May 10, 1999
    Paul R. Tregurtha

/s/ Roger Young                                                May 10, 1999
    Roger Young

EXHIBIT INDEX

Exhibit No.

*4(a)   Restated Articles of Incorporation of Registrant dated
December 31, 1984, as amended through December 17, 1990
(filed on July 16, 1993 as Exhibit 4(a) to Post-Effective
Amendment No. 5 to Form S-8, Registration Statement No.
33-18669, File No. 1-8841).

*4(b)   Amendment to 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).

*4(c)   Bylaws of Registrant dated November 15, 1993 (filed as
Exhibit 3(ii) to Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8841).

*4(d)   Rights Agreement, dated as of July 1, 1996, between
Registrant and The First National Bank of Boston (filed as
Exhibit 4 to Form 8-K dated June 17, 1996, File No. 1-
8841).

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).

99(a)   FPL Energy Operating Services, Inc. Employees Savings
Plan.

99(b)   First Amendment to the FPL Energy Operating Services, Inc.
Employees Savings Plan.

*  Incorporated by reference as indicated.