FORM 4

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.

Dreyfoos Jr., Alexander W.

FPL Group, Inc. (FPL)

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

X

Director

10% Owner

Officer (give title below)

Other (specify below)

505 S. Flagler Drive, Suite 1450

December 23, 2002

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

West Palm Beach, FL 33401

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. Trans-    action     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
    Following
    Reported
    Transaction(s)

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

7. Nature of
    Indirect
    Beneficial
    Ownership

Code

V

Amount

A or D

Price

FORM 4 (continued)

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

1. Title 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
    Following
    Reported
    Trans-
    action(s)

Code

V

A

D

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Stock Units

⁽¹⁾

12/23/02

_ _

A

42.9848

⁽¹⁾

⁽¹⁾

Common Stock

⁽¹⁾

$60.00

6,224.4990  ⁽²⁾

D

Explanation of Responses:

⁽¹⁾   Phantom Stock Units APPROXIMATE the number of phantom shares of FPL Group Common Stock attributable to phantom units credited to the reporting person's account under the FPL Group, Inc. Deferred Compensation Plan. Compensation deferred under the Plan is deemed to be invested in a number of unfunded theoretical units equal to the number of "units" which would have been credited if the deferred compensation had been invested in FPL Group's company stock fund in its Thrift Plan (the "Stock Fund"). The Stock Fund is accounted for in "units" of a unitized pool of stock and cash, with the value of each "unit" determined by reference to the closing price of FPL Group Common Stock on the New York Stock Exchange on any given date. PHANTOM STOCK UNITS REPORTED ABOVE ARE ESTIMATED based on the number of shares of FPL Group Common Stock in the Stock Fund represented by each "unit" of the Stock Fund on a given date, multiplied by the number of theoretical units credited to the reporting person upon a deferral or held at the end of the period. Accounts are payable only in cash at the end of the deferral period. This filing is not an admission that Phantom Stock Units or the theoretical units of the Stock Fund are derivative securities.

⁽²⁾   Differences in holdings on any given date may result from varying percentages of cash and stock held in the Stock Fund on different dates.

DENNIS P. COYLE

December 24, 2002

Signature of Reporting Person

Date