FORM 5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

W

Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).

W

Form 3 Holdings Reported

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Form 4 Transactions Reported

Kelleher, Lawrence J.

FPL Group, Inc. (FPL)

6. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)

Director

10% Owner

X

Officer (give title below)

FPL Group, Inc.
700 Universe Boulevard

3. I.R.S. Identification Number of
    Reporting Person, if an entity
    (Voluntary)

December 31, 2002

(1)

7. Individual or Joint/Group Reporting (Check Applicable Line)

Juno Beach, FL 33408

5. If Amendment, Date of
    Original (Month/Year)

X

Form filed by One Reporting Person

(City)          (State)      (Zip)

Form filed by More than One Reporting Person

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

2. Transaction
    Date


(Month/
Day/
Year)

2A.
Deemed
Execution
Date, if any

(Month/
Day/
Year)

3. Transaction Code

4. Securities Acquired (A)
    or Disposed of (D)

5. Amount of
    Securities
    Beneficially
    Owned at
    End of
    Issuer's
    Fiscal Year

6. Ownership
    Form:
    Direct
    (D) or
    Indirect
    (I)

7. Nature of
    Indirect
    Beneficial
    Ownership

Amount

A or D

Price

Common Stock

3/01/02

- -

I

19.1526

D

$54.18

692.7275

I

By Thrift Plans Trust

Common Stock

2/11/02

- -

A ⁽²⁾

12,500

A

- -

Common Stock

2/12/02

- -

F ⁽³⁾

5,807

D

$53.37

Common Stock

2/11/02

- -

A ⁽⁴⁾

7,638

A

- -

Common Stock

2/11/02

- -

F ⁽⁵⁾

3,055

D

$51.75

58,946 ⁽⁶⁾

D

FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
 (e.g., puts, calls, warrants, options, convertible securities)

1. Title of
    Derivative
    Security

2. Conversion
    or Exercise
    Price of
    Derivative
    Security

3. Trans-
    action
    Date



(Month/
Day/
Year)

3A.
Deemed
Execu-
tion Date,
if any

(Month/
Day/
Year

4. Trans- action Code

5. Number of
    Derivative
    Securities
    Acquired (A)
    or Disposed
    of (D)

6. Date Exercisable
    and Expiration Date
    (Month/Day/Year)

7. Title and Amount
    of Underlying
    Securities

8. Price of
    Derivative
    Security

9. Number of
    Derivative
    Securities
    Beneficially
    Owned at
    End of
    Year

10. Ownership
     of
     Derivative
     Security:
     Direct (D)
     or Indirect
     (I)

11. Nature of
      Indirect
      Beneficial
      Ownership

A

D

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Shares

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

2,104 ⁽⁷⁾

D

Employee Stock Option (Right to Buy)

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

100,000 ⁽⁸⁾

D

Employee Stock Option (Right to Buy)

$52.64

2/11/02

_ _

A

50,000

(9)

2/11/12

Common Stock

50,000

50,000

D

Explanation of Responses:

⁽¹⁾    Vice President, Human Resources of FPL Group, Inc.; Senior Vice President, Human Resources and Director of Florida Power & Light Company (subsidiary of Issuer).

⁽²⁾    Restricted stock grant made pursuant to the Amended and Restated Long Term Incentive Plan of the Issuer, exempt under Rule 16b-3.

⁽³⁾    Restricted stock withheld by Issuer to satisfy tax withholding obligation on vesting of restricted stock which was granted on February 12, 2001.

⁽⁴⁾    Acquired in settlement of performance share awards (which were not derivative securities) under Amended and Restated Long Term Incentive Plan of Issuer, exempt under Rule 16b-3.

⁽⁵⁾    Shares of stock withheld by Issuer to satisfy tax withholding obligation on shares acquired on February 11, 2002 in settlement of performance share awards.

⁽⁶⁾    Receipt of 15,709 shares deferred until Mr. Kelleher's retirement.

⁽⁷⁾    Phantom shares credited to a Supplemental Matching Contribution Account for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan. Phantom shares represent the number of phantom shares of FPL Group, Inc. Common Stock credited to the reporting person if the phantom shares had been invested in FPL Group's company stock fund in its Thrift Plan to date. Includes cash dividends that would be payable on the phantom shares if the reporting person was the record holder of the number of shares of FPL Group, Inc. Common Stock equal to the phantom shares. This filing is not an admission that the phantom shares are derivative securities.

⁽⁸⁾    On February 12, 2001, the reporting person was granted an Option to purchase 100,000 shares of common stock with an exercise price of $61.72 per share. The Option (i) vests as to 50,000 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant and (ii) expires on February 12, 2011.

⁽⁹⁾    The Option shall vest as to 16,667 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant.

DENNIS P. COYLE

January 27, 2003

Signature of Reporting Person

Date