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
(State or other jurisdiction of incorporation or organization)

59-2449419
(I.R.S. Employer Identification No.)


700 UNIVERSE BOULEVARD
JUNO BEACH,FLORIDA  33408
(561)694-4644
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)


FPL GROUP, INC. NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full Title of 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.
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK  10019-4097
(212) 603-2000

(Names, addresses including zip codes, and telephone
numbers, including area codes, of agents for service)


Copies to:

DENISE A. GORDON, ESQ.
STEEL HECTOR & DAVIS LLP
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA  33401-6198


[C]
<TABLE>


CALCULATION OF REGISTRATION FEE

<CAPTION>
<C>                                <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 UNIT (F1)      OFFERING PRICE (F1)   FEE

Common Stock, $.01 par value       300,000 (F2)   $46.125            $13,837,500           $4,193.18
Preferred Share Purchase Rights    300,000 (F3)                                                (4)



<FN>

<F1>
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 8, 1997 on the New York Stock
Exchange Composite Tape.


<F2>
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.


<F3>
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.


<F4>
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.

</FN>
</TABLE>

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 (Commission File
No. 1-8841) for the fiscal year ended December 31, 1996.

         2.  The Registrant's Quarterly Report on Form 10-Q  (Commission
File No. 1-8841) for the quarterly period ended March 31, 1997.

         3.  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.

         4.  The description of the Registrant's Common Stock to be offered
pursuant to the Plan which is contained in its Registration Statement on
Form 8-B filed with the SEC on December 31, 1984, including all amendments
and reports filed for the purpose of updating such description.

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

         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.

<PAGE>
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.

         (a)  *4(a)   Restated Articles of Incorporation of FPL Group 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
                      No. 33-18669).

              *4(b)   Amendment to FPL Group'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 FPL Group 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
                      FPL Group 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.              

              23.1    Consent of Deloitte & Touche LLP.

              23.2    Consent of Steel Hector & Davis LLP is included in
                      Exhibit 5 to this Registration Statement.

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

              99      FPL Group, Inc. Non-Employee Directors Stock 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.<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 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 12th day of May, 1997.

FPL GROUP, INC.



By: /s/ JAMES L. BROADHEAD

James L. Broadhead
Chairman of the Board, President
and Chief Executive Officer


[continued on next page]<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


                           Chairman of the Board,             May 12, 1997
/s/ JAMES L. BROADHEAD     President and Chief Executive
James L. Broadhead         Officer (Principal Executive
                           Officer and Director)



/s/ K. MICHAEL DAVIS       Controller and Chief Accounting          
K. Michael Davis           Officer (Principal Accounting
                           Officer)



/s/ MICHAEL W. YACKIRA     Vice President, Finance and
Michael W. Yackira         Chief Financial Officer           
                           (Principal Financial Officer)



/s/ H. JESSE ARNELLE       Directors                                
H. Jesse Arnelle



/s/ ROBERT M. BEALL, II                                             
Robert M. Beall, II



/s/ J. HYATT BROWN                                                  
J. Hyatt Brown



/s/ LYNNE V. CHENEY
Lynne V. Cheney



/s/ ARMANDO M. CODINA
Armando M. Codina



/s/ MARSHALL M. CRISER
Marshall M. Criser



/s/ B. F. DOLAN
B. F. Dolan



/s/ WILLARD D. DOVER
Willard D. Dover



/s/ ALEXANDER W. DREYFOOS JR.
Alexander W. Dreyfoos Jr.



/s/ PAUL J. EVANSON
Paul J. Evanson




/s/ DREW LEWIS
Drew Lewis



/s/ FREDERIC V. MALEK
Frederic V. Malek



/s/ PAUL R. TREGURTHA
Paul R. Tregurtha<PAGE>
EXHIBIT INDEX

Exhibit
No.

 5          Opinion of Steel Hector & Davis LLP

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of Steel Hector & Davis LLP is included in Exhibit 5 to
            this Registration Statement

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

99          FPL Group, Inc. Non-Employee Directors Stock Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19706}]
{"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": "333-27079", "film-number": "97604776"}, "business-address": {"street1": "700 UNIVERSE BLVD", "city": "JUNO BEACH", "state": "FL", "zip": "33408", "phone": "4076944644"}, "mail-address": {"street1": "P O BOX 14000", "city": "JUNO BEACH", "state": "FL", "zip": "33408"}}
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
(State or other jurisdiction of incorporation or organization)

59-2449419
(I.R.S. Employer Identification No.)

700 UNIVERSE BOULEVARD
JUNO BEACH,FLORIDA  33408
(561)694-4644
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)

FPL GROUP, INC. NON-EMPLOYEE DIRECTORS STOCK PLAN
(Full Title of 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.
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK  10019-4097
(212) 603-2000

(Names, addresses including zip codes, and telephone
numbers, including area codes, of agents for service)

Copies to:

DENISE A. GORDON, ESQ.
STEEL HECTOR & DAVIS LLP
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA  33401-6198

[C]

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 (F1)      OFFERING PRICE (F1)   FEE

Common Stock, $.01 par value       300,000 (F2)   $46.125            $13,837,500           $4,193.18
Preferred Share Purchase Rights    300,000 (F3)                                                (4)
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 8, 1997 on the New York Stock
Exchange Composite Tape.
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.
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.
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.  The Registrant's Annual Report on Form 10-K (Commission File
No. 1-8841) for the fiscal year ended December 31, 1996.

         2.  The Registrant's Quarterly Report on Form 10-Q  (Commission
File No. 1-8841) for the quarterly period ended March 31, 1997.

         3.  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.

         4.  The description of the Registrant's Common Stock to be offered
pursuant to the Plan which is contained in its Registration Statement on
Form 8-B filed with the SEC on December 31, 1984, including all amendments
and reports filed for the purpose of updating such description.

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

         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.

         (a)  *4(a)   Restated Articles of Incorporation of FPL Group 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
                      No. 33-18669).

              *4(b)   Amendment to FPL Group'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 FPL Group 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
                      FPL Group 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.              

              23.1    Consent of Deloitte & Touche LLP.

              23.2    Consent of Steel Hector & Davis LLP is included in
                      Exhibit 5 to this Registration Statement.

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

              99      FPL Group, Inc. Non-Employee Directors Stock 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 12th day of May, 1997.

FPL GROUP, INC.

By: /s/ JAMES L. BROADHEAD

James L. Broadhead
Chairman of the Board, President
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

                           Chairman of the Board,             May 12, 1997
/s/ JAMES L. BROADHEAD     President and Chief Executive
James L. Broadhead         Officer (Principal Executive
                           Officer and Director)

/s/ K. MICHAEL DAVIS       Controller and Chief Accounting          
K. Michael Davis           Officer (Principal Accounting
                           Officer)

/s/ MICHAEL W. YACKIRA     Vice President, Finance and
Michael W. Yackira         Chief Financial Officer           
                           (Principal Financial Officer)

/s/ H. JESSE ARNELLE       Directors                                
H. Jesse Arnelle

/s/ ROBERT M. BEALL, II                                             
Robert M. Beall, II

/s/ J. HYATT BROWN                                                  
J. Hyatt Brown

/s/ LYNNE V. CHENEY
Lynne V. Cheney

/s/ ARMANDO M. CODINA
Armando M. Codina

/s/ MARSHALL M. CRISER
Marshall M. Criser

/s/ B. F. DOLAN
B. F. Dolan

/s/ WILLARD D. DOVER
Willard D. Dover

/s/ ALEXANDER W. DREYFOOS JR.
Alexander W. Dreyfoos Jr.

/s/ PAUL J. EVANSON
Paul J. Evanson

/s/ DREW LEWIS
Drew Lewis

/s/ FREDERIC V. MALEK
Frederic V. Malek

/s/ PAUL R. TREGURTHA
Paul R. Tregurtha
EXHIBIT INDEX

Exhibit
No.

 5          Opinion of Steel Hector & Davis LLP

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of Steel Hector & Davis LLP is included in Exhibit 5 to
            this Registration Statement

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

99          FPL Group, Inc. Non-Employee Directors Stock Plan