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 Offices) (Zip Code)



	     FPL Group, Inc. Deferred Compensation Plan
		     (Full Title of the 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 numbers, 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
			Amount       Maximum          Maximum             Amount of
Title of Securities     to be        OfferingPrice    Aggregate           Registration
 to be Registered       Registered   Per Unit         Offering Price (1)  Fee
<S>                     <C>          <C>              <C>                 <C>
Deferred Compensation
Obligations (2)         $22,000,000  100%             $22,000,000         $6,116.00


</TABLE>


(1)     Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)  under the Securities
Act of 1933, as amended (the "Securities Act").

(2)     The Deferred Compensation Obligations (the "Deferred
Obligations") are unsecured obligations of FPL Group, Inc.  to
pay deferred compensation in the future in accordance with the
terms of the FPL Group, Inc. Deferred Compensation Plan (the
"Plan").


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 Reports on Form
10-Q  (Commission File No. 1-8841) for the quarterly
periods ended March 31, 1999 and June 30, 1999.

3.      Current Reports on Form 8-K
filed with the Commission on March 17, 1999,  April
16, 1999 and July 20, 1999 (Commission File No. 1-
8841).

4.      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 to this Registration
Statement 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.


The following description of the Deferred Obligations is
qualified in its entirety by reference to the Plan, a copy of which is
attached as Exhibit 99 to this Registration Statement.  See Item 8,
"Exhibits."  Capitalized terms not defined in this description are defined in
the Plan.  The filing of this Registration Statement is not, and should not
be construed as, an admission that the Deferred Obligations constitute
securities as defined by any applicable federal, state or local law, or that
registration of Deferred Obligations is required under any such law.

Under the terms of the Plan, non-employee directors, certain
officers and employees of the Registrant and its affiliates (the "Employer")
may defer all or a portion of their salary, bonuses and director retainer and
meeting fees (whichever may apply) in accordance with the terms of the Plan.
 The Registrant's obligations to pay in the future, in accordance with the
terms of the Plan, the value of deferred compensation as adjusted to reflect
the performance, whether positive or negative, of the selected options during
the deferral period are unsecured general obligations of the Registrant and
will rank pari passu with other unsecured and unsubordinated indebtedness of
the Registrant from time to time outstanding.  There is no dollar limit on the
total amount of compensation which may be deferred by Participants over the
term of the Plan.

Even though amounts deferred under the Plan are credited to
the Participants' Accounts, the Employer shall not be required to earmark,
deposit, contribute to a trust, or otherwise set aside funds for such
Accounts.  The Registrant may establish a "rabbi trust" to serve as a source
of funds from which it may satisfy the Deferred Obligations.  Participants
will have no rights to any assets held by the rabbi trust, except as general
creditors of the Registrant.  Assets of the rabbi trust will at all times be
subject to the claims of general creditors of the Registrant.  No trustee has
been appointed to take action with respect to the Deferred Obligations and
each Participant will be responsible for acting independently with respect to
enforcing his or her rights with respect to the Deferred Obligations.

The amount of compensation to be deferred by each
Participant will be determined in accordance with the Plan based on elections
made by the Participant.  Each distribution under the Plan will occur on a
date selected by the Participant in accordance with the terms of the Plan, or
if no such date is selected, in accordance with the provisions of the Plan.
The Deferred Obligations are not convertible into any other security of the
Registrant.

The Deferred Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates specified by the
Participants, at the option of the Employer or through operation of a
mandatory or optional sinking fund or analogous provision.  The Deferred
Obligations may be distributed to the Participant in the form of dollars
and/or shares of Common Stock in accordance with the terms of the
Participant's Award Agreement.  Except as provided in the Plan, any attempt
by a participant to alienate, sell, transfer, assign, pledge, garnish, attach
or otherwise subject to legal or equitable process or encumber or dispose of
any interest in the Plan will be void.


Under the terms of the Plan, except to the extent otherwise
reserved to the Administrator, the President, any Vice President or the
General Counsel of the Registrant shall have the right to amend the Plan at
any time and from time to time, including a retroactive amendment.  In
addition, the Compensation Committee of the Registrant's Board of Directors
expressly reserves the right to terminate the Plan and to amend certain
provisions of the Plan enumerated in the Plan at any time or from time to
time, including a retroactive amendment.  No amendment or termination of the
Plan is permitted to modify or in any way affect any existing right or
obligation under the Plan without the consent of any person affected by the
amendment or termination.


Item 5. Interests of Named Experts and Counsel.

None.


Item 6. Indemnification of Directors and Officers.

Florida Business Corporation Act.  Section 607.0850 of the
Florida Business Corporation Act (the "FBCA") 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
Section 607.0834 of the FBCA (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, Section 607.0831 of the FBCA 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 Section 607.0834 of the FBCA 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.


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

	Insurance.  In addition to the foregoing, 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.

Indemnification under the Plan.  The Plan provides that the
Employer will indemnify the members of the Committee against any and all
claims, losses, damages, expenses, including any counsel fees and costs,
incurred by them, and any liability, including any amounts paid in settlement
with their approval, arising from their action or failure to act, except when
such action or failure to act is judicially determined to be attributable to
their gross negligence or willful misconduct.


Item 7. Exemption from Registration Claimed.

Not applicable.


Item 8. Exhibits.

5       Opinion of Steel Hector & Davis LLP.

23.1    Consent of Deloitte & Touche LLP.

23.2    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      FPL Group, Inc. Deferred Compensation Plan, amended
and restated effective January 1, 1995.



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; and

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

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

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

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

(b)     The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
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 13th day of September, 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 dates indicated:


<TABLE><CAPTION>
Signature                         Title                                     Date
<S>                               <C>                                       <C>

/s/ James L. Broadhead            Chairman of the Board, Chief              September 13, 1999
James L. Broadhead                Executive Office and Director
				  (Principal Executive Officer)

/s/ Lewis Hay, III                Vice President, Finance and               September 13, 1999
Lewis Hay, III                    Chief Financial Officer
				  (Principal Financial Officer)

/s/ K. Michael Davis              Controller and Chief Accounting           September 13, 1999
K. Michael Davis                  Officer
				  (Principal Accounting Officer)

/s/ H. Jesse Arnelle              Director                                  September 13, 1999
H. Jesse Arnelle


				  Director                                  September 13, 1999
Sherry S. Barrat


/s/ Robert M. Beall, II           Director                                  September 13, 1999
Robert M. Beall, II


/s/ J. Hyatt Brown                Director                                  September 13, 1999
J. Hyatt Brown


				  Director                                  September 13, 1999
Armando M. Codina


				  Director                                  September 13, 1999
Marshall M. Criser


/s/ B. F. Dolan                   Director                                  September 13, 1999
B. F. Dolan


/s/ Willard D. Dover              Director                                  September 13, 1999
Willard D. Dover


/s/ Alexander W. Dreyfoos Jr.     Director                                  September 13, 1999
Alexander W. Dreyfoos Jr.


/s/ Paul J. Evanson               Director                                  September 13, 1999
Paul J. Evanson


/s/ Drew Lewis                    Director                                  September 13, 1999
Drew Lewis


				  Director                                  September 13, 1999
Frederic V. Malek


/s/ Paul R. Tregurtha             Director                                  September 13, 1999
Paul R. Tregurtha


/s/ Roger Young                   Director                                  September 13, 1999
Roger Young

</TABLE>



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 (included in Exhibit 5
	to this Registration Statement).

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

99      FPL Group, Inc. Deferred Compensation Plan, amended and
	restated effective January 1, 1995.
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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 Offices) (Zip Code)

	     FPL Group, Inc. Deferred Compensation Plan
		     (Full Title of the 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 numbers, 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
			Amount       Maximum          Maximum             Amount of
Title of Securities     to be        OfferingPrice    Aggregate           Registration
 to be Registered       Registered   Per Unit         Offering Price (1)  Fee
Deferred Compensation
Obligations (2)         $22,000,000  100%             $22,000,000         $6,116.00
(1)     Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)  under the Securities
Act of 1933, as amended (the "Securities Act").

(2)     The Deferred Compensation Obligations (the "Deferred
Obligations") are unsecured obligations of FPL Group, Inc.  to
pay deferred compensation in the future in accordance with the
terms of the FPL Group, Inc. Deferred Compensation Plan (the
"Plan").

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 Reports on Form
10-Q  (Commission File No. 1-8841) for the quarterly
periods ended March 31, 1999 and June 30, 1999.

3.      Current Reports on Form 8-K
filed with the Commission on March 17, 1999,  April
16, 1999 and July 20, 1999 (Commission File No. 1-
8841).

4.      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 to this Registration
Statement 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.

The following description of the Deferred Obligations is
qualified in its entirety by reference to the Plan, a copy of which is
attached as Exhibit 99 to this Registration Statement.  See Item 8,
"Exhibits."  Capitalized terms not defined in this description are defined in
the Plan.  The filing of this Registration Statement is not, and should not
be construed as, an admission that the Deferred Obligations constitute
securities as defined by any applicable federal, state or local law, or that
registration of Deferred Obligations is required under any such law.

Under the terms of the Plan, non-employee directors, certain
officers and employees of the Registrant and its affiliates (the "Employer")
may defer all or a portion of their salary, bonuses and director retainer and
meeting fees (whichever may apply) in accordance with the terms of the Plan.
 The Registrant's obligations to pay in the future, in accordance with the
terms of the Plan, the value of deferred compensation as adjusted to reflect
the performance, whether positive or negative, of the selected options during
the deferral period are unsecured general obligations of the Registrant and
will rank pari passu with other unsecured and unsubordinated indebtedness of
the Registrant from time to time outstanding.  There is no dollar limit on the
total amount of compensation which may be deferred by Participants over the
term of the Plan.

Even though amounts deferred under the Plan are credited to
the Participants' Accounts, the Employer shall not be required to earmark,
deposit, contribute to a trust, or otherwise set aside funds for such
Accounts.  The Registrant may establish a "rabbi trust" to serve as a source
of funds from which it may satisfy the Deferred Obligations.  Participants
will have no rights to any assets held by the rabbi trust, except as general
creditors of the Registrant.  Assets of the rabbi trust will at all times be
subject to the claims of general creditors of the Registrant.  No trustee has
been appointed to take action with respect to the Deferred Obligations and
each Participant will be responsible for acting independently with respect to
enforcing his or her rights with respect to the Deferred Obligations.

The amount of compensation to be deferred by each
Participant will be determined in accordance with the Plan based on elections
made by the Participant.  Each distribution under the Plan will occur on a
date selected by the Participant in accordance with the terms of the Plan, or
if no such date is selected, in accordance with the provisions of the Plan.
The Deferred Obligations are not convertible into any other security of the
Registrant.

The Deferred Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates specified by the
Participants, at the option of the Employer or through operation of a
mandatory or optional sinking fund or analogous provision.  The Deferred
Obligations may be distributed to the Participant in the form of dollars
and/or shares of Common Stock in accordance with the terms of the
Participant's Award Agreement.  Except as provided in the Plan, any attempt
by a participant to alienate, sell, transfer, assign, pledge, garnish, attach
or otherwise subject to legal or equitable process or encumber or dispose of
any interest in the Plan will be void.

Under the terms of the Plan, except to the extent otherwise
reserved to the Administrator, the President, any Vice President or the
General Counsel of the Registrant shall have the right to amend the Plan at
any time and from time to time, including a retroactive amendment.  In
addition, the Compensation Committee of the Registrant's Board of Directors
expressly reserves the right to terminate the Plan and to amend certain
provisions of the Plan enumerated in the Plan at any time or from time to
time, including a retroactive amendment.  No amendment or termination of the
Plan is permitted to modify or in any way affect any existing right or
obligation under the Plan without the consent of any person affected by the
amendment or termination.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Florida Business Corporation Act.  Section 607.0850 of the
Florida Business Corporation Act (the "FBCA") 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
Section 607.0834 of the FBCA (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, Section 607.0831 of the FBCA 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 Section 607.0834 of the FBCA 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.

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

	Insurance.  In addition to the foregoing, 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.

Indemnification under the Plan.  The Plan provides that the
Employer will indemnify the members of the Committee against any and all
claims, losses, damages, expenses, including any counsel fees and costs,
incurred by them, and any liability, including any amounts paid in settlement
with their approval, arising from their action or failure to act, except when
such action or failure to act is judicially determined to be attributable to
their gross negligence or willful misconduct.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

5       Opinion of Steel Hector & Davis LLP.

23.1    Consent of Deloitte & Touche LLP.

23.2    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      FPL Group, Inc. Deferred Compensation Plan, amended
and restated effective January 1, 1995.

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; and

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

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

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

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

(b)     The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
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 13th day of September, 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 dates indicated:
Signature                         Title                                     Date
/s/ James L. Broadhead            Chairman of the Board, Chief              September 13, 1999
James L. Broadhead                Executive Office and Director
				  (Principal Executive Officer)

/s/ Lewis Hay, III                Vice President, Finance and               September 13, 1999
Lewis Hay, III                    Chief Financial Officer
				  (Principal Financial Officer)

/s/ K. Michael Davis              Controller and Chief Accounting           September 13, 1999
K. Michael Davis                  Officer
				  (Principal Accounting Officer)

/s/ H. Jesse Arnelle              Director                                  September 13, 1999
H. Jesse Arnelle

				  Director                                  September 13, 1999
Sherry S. Barrat

/s/ Robert M. Beall, II           Director                                  September 13, 1999
Robert M. Beall, II

/s/ J. Hyatt Brown                Director                                  September 13, 1999
J. Hyatt Brown

				  Director                                  September 13, 1999
Armando M. Codina

				  Director                                  September 13, 1999
Marshall M. Criser

/s/ B. F. Dolan                   Director                                  September 13, 1999
B. F. Dolan

/s/ Willard D. Dover              Director                                  September 13, 1999
Willard D. Dover

/s/ Alexander W. Dreyfoos Jr.     Director                                  September 13, 1999
Alexander W. Dreyfoos Jr.

/s/ Paul J. Evanson               Director                                  September 13, 1999
Paul J. Evanson

/s/ Drew Lewis                    Director                                  September 13, 1999
Drew Lewis

				  Director                                  September 13, 1999
Frederic V. Malek

/s/ Paul R. Tregurtha             Director                                  September 13, 1999
Paul R. Tregurtha

/s/ Roger Young                   Director                                  September 13, 1999
Roger Young
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 (included in Exhibit 5
	to this Registration Statement).

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

99      FPL Group, Inc. Deferred Compensation Plan, amended and
	restated effective January 1, 1995.