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
(407) 694-4644
(Address, including zip code, and  telephone number, including
area code, of registrant's principal executive office)

FPL GROUP, INC.
LONG TERM INCENTIVE PLAN 1994
(Full Title of Plan)

DENNIS P. COYLE
GENERAL COUNSEL AND SECRETARY
FPL GROUP, INC.
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA  33408
(407) 694-4644

JEFFREY I. MULLENS, P.A.
STEEL HECTOR & DAVIS
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA  33401-6198
(407) 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:
SHEILA A. HALPERN, P.A.
STEEL HECTOR & DAVIS
200 SOUTH BISCAYNE BOULEVARD, SUITE 4000
MIAMI, FLORIDA, 33131-2398

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

                                                         PROPOSED           PROPOSED
                                    AMOUNT               MAXIMUM            MAXIMUM            AMOUNT OF
TITLE OF EACH CLASS OF              TO BE                OFFERING PRICE     AGGREGATE          REGISTRATION
SECURITIES TO BE REGISTERED         REGISTERED           PER UNIT <F1>      OFFERING PRICE <F1>FEE        
<C>                                 <C>                  <C>                <C>                <C>
<C>
Common Stock, $.01 par value        9,000,000 Shares<F2> $36.50             $328,500,000       $113,276
Preferred Share Purchase Rights     9,000,000 Rights<F3> ----               ----               --- <F4>

<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,
based upon the average of the high and low sale prices of such Common 
Stock on February 8, 1995 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 SEC in 
accordance with Section 8(a) of the Securities Act of 1933, as amended, and 
Rule 462 promulgated thereunder.<PAGE>
<PAGE>
                   PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

Not required to be filed with the Securities and Exchange Commission 
(the "SEC").

Item 2.  Registrant Information and Employee Plan Annual Information.

Not required to be filed with the SEC.


                  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 SEC 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, 1993.

2.   The Registrant's Quarterly Reports on Form 10-Q  (Commission File No. 
     1-8841) for the quarterly periods ended March 31, 1994, June 30, 1994 
     and September 30, 1994. 

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 of Form 8-A filed with the SEC on 
     June 26, 1986, 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<PAGE>
<PAGE>
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 FPL Group to 
indemnify its directors, officers, employees or other agents who are subject 
to any third-party actions because of their service to FPL Group 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 FPL Group.  If the proceeding is a 
criminal one, such person must also have had no reasonable cause to believe 
his conduct was unlawful.  In addition, FPL Group 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 FPL Group.  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 FPL Group 
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<PAGE>
<PAGE>
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 FPL Group to procure a judgment in
its favor or by or in the right of a shareholder, conscious disregard
for the best interest of FPL Group, or willful misconduct, or (v) in
a proceeding by or in the right of someone other than FPL Group 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.

FPL Group's Bylaws provide generally that FPL Group shall, to the fullest
extent permitted by law, indemnify all directors and officers of FPL Group,
directors, officers, or other employees serving as a fiduciary of an employee
benefit plan of FPL Group, as well as any employees or agents of FPL Group or
other persons serving at the request of FPL Group in any capacity with any
entity or enterprise other than FPL Group to whom FPL Group 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, FPL Group 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, 1986, 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)  Bylaws of FPL Group, as amended November 15, 1993 (filed as 
            Exhibit 3(ii) to Form 10-K for the year ended December 31, 1993,
            File No. 1-8841).

     *4(c)  Rights Agreement, dated as of June 16, 1986, between FPL Group
            and The First National Bank of Boston (filed as Exhibit 4(e) to
            Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669).

      4(d)  Long Term Incentive Plan 1994.<PAGE>
<PAGE>

      4(e)  First Amendment to Long Term Incentive Plan 1994

      5     Opinion of Steel Hector & Davis  

     23.1   Consent of Deloitte & Touche LLP

     23.2   Consent of Steel Hector & Davis is included in Exhibit 5

     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 of 1933, as amended (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
such information is contained in periodic reports filed with or furnished to 
the Commission by the registrant pursuant to Section 13 or 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 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 <PAGE>
<PAGE>
              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 Securities and Exchange 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>
<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 Securities
and Exchange 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 of 1933,
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
13th day of February, 1995.

FPL GROUP, INC.



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


Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities and on the
date indicated:


        Signature          Title                            Date


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


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


/s/ H. JESSE ARNELLE
H. Jesse Arnelle

                           Directors                        February 13, 1995
/s/ ROBERT M. BEALL, II
Robert M. Beall, II  


<PAGE>
<PAGE>

/s/ DAVID BLUMBERG
David Blumberg


/s/ J. HYATT BROWN
J. Hyatt Brown       


/s/ ARMANDO M. CODINA      Directors                        February 13, 1995
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/ 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>
<PAGE>
EXHIBIT INDEX

Exhibit
  No.

 4(d)        Long Term Incentive Plan 1994

 4(e)        First Amendment to Long Term Incentive Plan 1994        

 5           Opinion of Steel Hector & Davis                         

23.1         Consent of Deloitte & Touche LLP

23.2         Consent of Steel Hector & Davis is included
             in Exhibit 5                                             

24           Power of Attorney (included on signature
             pages of this registration statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19523}]
{"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": "033-57673", "film-number": "95509617"}, "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                                 59-2449419
(State or other jurisdiction of      (I.R.S. Employer
incorporation or organization)      Identification No.)

700 UNIVERSE BOULEVARD
JUNO BEACH,FLORIDA  33408
(407) 694-4644
(Address, including zip code, and  telephone number, including
area code, of registrant's principal executive office)

FPL GROUP, INC.
LONG TERM INCENTIVE PLAN 1994
(Full Title of Plan)

DENNIS P. COYLE
GENERAL COUNSEL AND SECRETARY
FPL GROUP, INC.
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA  33408
(407) 694-4644

JEFFREY I. MULLENS, P.A.
STEEL HECTOR & DAVIS
1900 PHILLIPS POINT WEST
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA  33401-6198
(407) 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:
SHEILA A. HALPERN, P.A.
STEEL HECTOR & DAVIS
200 SOUTH BISCAYNE BOULEVARD, SUITE 4000
MIAMI, FLORIDA, 33131-2398
CALCULATION OF REGISTRATION FEE

                                                         PROPOSED           PROPOSED
                                    AMOUNT               MAXIMUM            MAXIMUM            AMOUNT OF
TITLE OF EACH CLASS OF              TO BE                OFFERING PRICE     AGGREGATE          REGISTRATION
SECURITIES TO BE REGISTERED         REGISTERED           PER UNIT
OFFERING PRICE
FEE
Common Stock, $.01 par value        9,000,000 Shares
$36.50             $328,500,000       $113,276
Preferred Share Purchase Rights     9,000,000 Rights
----               ----               ---
Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
based upon the average of the high and low sale prices of such Common 
Stock on February 8, 1995 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 SEC in 
accordance with Section 8(a) of the Securities Act of 1933, as amended, and 
Rule 462 promulgated thereunder.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Not required to be filed with the Securities and Exchange Commission 
(the "SEC").

Item 2.  Registrant Information and Employee Plan Annual Information.

Not required to be filed with the SEC.

                  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 SEC 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, 1993.

2.   The Registrant's Quarterly Reports on Form 10-Q  (Commission File No. 
     1-8841) for the quarterly periods ended March 31, 1994, June 30, 1994 
     and September 30, 1994. 

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 of Form 8-A filed with the SEC on 
     June 26, 1986, 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 FPL Group to 
indemnify its directors, officers, employees or other agents who are subject 
to any third-party actions because of their service to FPL Group 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 FPL Group.  If the proceeding is a 
criminal one, such person must also have had no reasonable cause to believe 
his conduct was unlawful.  In addition, FPL Group 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 FPL Group.  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 FPL Group 
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 FPL Group to procure a judgment in
its favor or by or in the right of a shareholder, conscious disregard
for the best interest of FPL Group, or willful misconduct, or (v) in
a proceeding by or in the right of someone other than FPL Group 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.

FPL Group's Bylaws provide generally that FPL Group shall, to the fullest
extent permitted by law, indemnify all directors and officers of FPL Group,
directors, officers, or other employees serving as a fiduciary of an employee
benefit plan of FPL Group, as well as any employees or agents of FPL Group or
other persons serving at the request of FPL Group in any capacity with any
entity or enterprise other than FPL Group to whom FPL Group 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, FPL Group 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, 1986, 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)  Bylaws of FPL Group, as amended November 15, 1993 (filed as 
            Exhibit 3(ii) to Form 10-K for the year ended December 31, 1993,
            File No. 1-8841).

     *4(c)  Rights Agreement, dated as of June 16, 1986, between FPL Group
            and The First National Bank of Boston (filed as Exhibit 4(e) to
            Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669).

      4(d)  Long Term Incentive Plan 1994.
4(e)  First Amendment to Long Term Incentive Plan 1994

      5     Opinion of Steel Hector & Davis  

     23.1   Consent of Deloitte & Touche LLP

     23.2   Consent of Steel Hector & Davis is included in Exhibit 5

     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 of 1933, as amended (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
such information is contained in periodic reports filed with or furnished to 
the Commission by the registrant pursuant to Section 13 or 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 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 Securities and Exchange 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 
behalf, in any and all capacities stated below and to file with the Securities
and Exchange 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 of 1933,
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
13th day of February, 1995.

FPL GROUP, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities and on the
date indicated:

        Signature          Title                            Date

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

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

/s/ H. JESSE ARNELLE
H. Jesse Arnelle

                           Directors                        February 13, 1995
/s/ ROBERT M. BEALL, II
Robert M. Beall, II
/s/ DAVID BLUMBERG
David Blumberg

/s/ J. HYATT BROWN
J. Hyatt Brown       

/s/ ARMANDO M. CODINA      Directors                        February 13, 1995
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/ 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.

 4(d)        Long Term Incentive Plan 1994

 4(e)        First Amendment to Long Term Incentive Plan 1994        

 5           Opinion of Steel Hector & Davis                         

23.1         Consent of Deloitte & Touche LLP

23.2         Consent of Steel Hector & Davis is included
             in Exhibit 5                                             

24           Power of Attorney (included on signature
             pages of this registration statement)