10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2005OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number		Exact name of registrants as specified in their charters, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
1-8841 2-27612	FPL GROUP, INC. FLORIDA POWER & LIGHT COMPANY700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000			59-2449419 59-0247775
State or other jurisdiction of incorporation or organization:  Florida
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days.    Yes    X        No
Indicate by check mark whether FPL Group, Inc. is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes    X        No
Indicate by check mark whether Florida Power & Light Company is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes              No    X
Indicate by check mark whether FPL Group, Inc. is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes             No   X
Indicate by check mark whether Florida Power & Light Company is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes             No   X
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of FPL Group, Inc. common stock, as of the latest practicable date:  Common Stock, $0.01 par value, outstanding at September 30, 2005:  394,855,299 shares.
As of September 30, 2005, there were issued and outstanding 1,000 shares of Florida Power & Light Company's common stock, without par value, all of which were held, beneficially and of record, by FPL Group, Inc.
________________________________
This combined Form 10-Q represents separate filings by FPL Group, Inc. and Florida Power & Light Company.  Information contained herein relating to an individual registrant is filed by that registrant on its own behalf.  Florida Power & Light Company makes no representations as to the information relating to FPL Group, Inc.'s other operations.
Florida Power & Light Company meets the conditions set forth under General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

TABLE OF CONTENTS
		Page No.
Cautionary Statements and Risk Factors that May Affect Future Results		3
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 5.	Other Information	37
Item 6.	Exhibits	39
Signatures		41

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), FPL Group, Inc. (FPL Group) and Florida Power & Light Company (FPL) are hereby filing cautionary statements identifying important factors that could cause FPL Group's or FPL's actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of FPL Group and FPL in this combined Form 10-Q, in presentations, on their respective websites, in response to questions or otherwise.  Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, believe, could, estimated, may, plan, potential, projection, target, outlook) are not statements of historical fac ts and may be forward-looking.  Forward-looking statements involve estimates, assumptions and uncertainties.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause FPL Group's or FPL's actual results to differ materially from those contained in forward-looking statements made by or on behalf of FPL Group and FPL.

Any forward-looking statement speaks only as of the date on which such statement is made, and FPL Group and FPL undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made.  New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

The following are some important factors that could have a significant impact on FPL Group's and FPL's operations and financial results, and could cause FPL Group's and FPL's actual results or outcomes to differ materially from those discussed in the forward-looking statements:

• FPL Group and FPL are subject to changes in laws or regulations, including the Public Utility Regulatory Policies Act of 1978, as amended (PURPA), the Public Utility Holding Company Act of 1935, as amended (Holding Company Act), the Federal Power Act, the Atomic Energy Act of 1954, as amended, the Energy Policy Act of 2005 and certain sections of the Florida statutes relating to public utilities, changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), the Florida Public Service Commission (FPSC) and the utility commissions of other states in which FPL Group has operations, and the U.S. Nuclear Regulatory Commission (NRC), with respect to, among other things, allowed rates of return, industry and rate structure, operation of nuclear power facilities, operation and construction of plant facilities, operation and construction of transmission facilities, acquisition, disposal, depreciation a nd amortization of assets and facilities, recovery of fuel and purchased power costs, decommissioning costs, return on common equity (ROE) and equity ratio limits, and present or prospective wholesale and retail competition (including but not limited to retail wheeling and transmission costs).  The FPSC has the authority to disallow recovery by FPL of any and all costs that it considers excessive or imprudently incurred.

• The regulatory process generally restricts FPL's ability to grow earnings and does not provide any assurance as to achievement of earnings levels.

• FPL Group and FPL are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, wildlife mortality, natural resources and health and safety that could, among other things, restrict or limit the output of certain facilities or the use of certain fuels required for the production of electricity and/or require additional pollution control equipment and otherwise increase costs.  There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.

• FPL Group and FPL operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity.  FPL Group and its subsidiaries will need to adapt to these changes and may face increasing competitive pressure.

• FPL Group's and FPL's results of operations could be affected by FPL's ability to renegotiate franchise agreements with municipalities and counties in Florida.

• The operation of power generation facilities involves many risks, including start up risks, breakdown or failure of equipment, transmission lines or pipelines, use of new technology, the dependence on a specific fuel source, including the supply and transportation of fuel, or the impact of unusual or adverse weather conditions (including natural disasters such as hurricanes), as well as the risk of performance below expected or contracted levels of output or efficiency.  This could result in lost revenues and/or increased expenses.  Insurance, warranties or performance guarantees may not cover any or all of the lost revenues or increased expenses, including the cost of replacement power.  In addition to these risks, FPL Group's and FPL's nuclear units face certain risks that are unique to the nuclear industry including the ability to store and/or dispose of spent nuclear fuel, as well as additional regulatory actions up to and including shutdown of the units stemming from public safety concerns, whether at FPL Group's and FPL's plants, or at the plants of other nuclear operators.  Breakdown or failure of an FPL Energy, LLC (FPL Energy) operating facility may prevent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of the agreement or incurring a liability for liquidated damages.

• FPL Group's and FPL's ability to successfully and timely complete their power generation facilities currently under construction, those projects yet to begin construction or capital improvements to existing facilities within established budgets is contingent upon many variables and subject to substantial risks.  Should any such efforts be unsuccessful, FPL Group and FPL could be subject to additional costs, termination payments under committed contracts, and/or the write-off of their investment in the project or improvement.

• FPL Group and FPL use derivative instruments, such as swaps, options, futures and forwards, to manage their commodity and financial market risks, and, to a lesser extent, engage in limited trading activities.  FPL Group could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform.  In the absence of actively quoted market prices and pricing information from external sources, the valuation of these derivative instruments involves management's judgment or use of estimates.  As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts.  In addition, FPL's use of such instruments could be subject to prudency challenges and if found imprudent, cost recovery could be disallowed by the FPSC.

• There are other risks associated with FPL Energy.  In addition to risks discussed elsewhere, risk factors specifically affecting FPL Energy's success in competitive wholesale markets include the ability to efficiently develop and operate generating assets, the successful and timely completion of project restructuring activities, maintenance of the qualifying facility status of certain projects, the price and supply of fuel (including transportation), transmission constraints, competition from new sources of generation, excess generation capacity and demand for power.  There can be significant volatility in market prices for fuel and electricity, and there are other financial, counterparty and market risks that are beyond the control of FPL Energy.  FPL Energy's inability or failure to effectively hedge its assets or positions against changes in commodity prices, interest rates, counterparty credit risk or other risk measure s could significantly impair FPL Group's future financial results.  In keeping with industry trends, a portion of FPL Energy's power generation facilities operate wholly or partially without long-term power purchase agreements.  As a result, power from these facilities is sold on the spot market or on a short-term contractual basis, which may affect the volatility of FPL Group's financial results.  In addition, FPL Energy's business depends upon transmission facilities owned and operated by others; if transmission is disrupted or capacity is inadequate or unavailable, FPL Energy's ability to sell and deliver its wholesale power may be limited.

• FPL Group is likely to encounter significant competition for acquisition opportunities that may become available as a result of the consolidation of the power industry, in general, as well as the passage of the Energy Policy Act of 2005.  In addition, FPL Group may be unable to identify attractive acquisition opportunities at favorable prices and to successfully and timely complete and integrate them.

• FPL Group and FPL rely on access to capital markets as a significant source of liquidity for capital requirements not satisfied by operating cash flows.  The inability of FPL Group, FPL Group Capital Inc (FPL Group Capital) and FPL to maintain their current credit ratings could affect their ability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, which, in turn, could impact FPL Group's and FPL's ability to grow their businesses and would likely increase interest costs.

• FPL Group's and FPL's results of operations are affected by the growth in customer accounts in FPL's service area.  Customer growth can be affected by population growth as well as economic factors in Florida, including job and income growth, housing starts and new home prices.  Customer growth directly influences the demand for electricity and the need for additional power generation and power delivery facilities at FPL.

• FPL Group's and FPL's results of operations are affected by changes in the weather.  Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities, and can affect the production of electricity at wind and hydro-powered facilities.

• FPL Group's and FPL's results of operations can be affected by the impact of severe weather which can be destructive, causing outages and property damage, may affect fuel supply and could require additional costs to be incurred.  At FPL, recovery of these costs is subject to FPSC approval.

• FPL Group and FPL are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims, as well as the effect of new, or changes in, tax laws, rates or policies, rates of inflation, accounting standards, securities laws or corporate governance requirements.

• FPL Group and FPL are subject to direct and indirect effects of terrorist threats and activities.  Generation and transmission facilities, in general, have been identified as potential targets.  The effects of terrorist threats and activities include, among other things, terrorist actions or responses to such actions or threats, the inability to generate, purchase or transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the United States, and the increased cost and adequacy of security and insurance.

• FPL Group's and FPL's ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by national, state or local events as well as company-specific events.

• FPL Group and FPL are subject to employee workforce factors, including loss or retirement of key executives, availability of qualified personnel, collective bargaining agreements with union employees and work stoppage.

The issues and associated risks and uncertainties described above are not the only ones FPL Group and FPL may face.  Additional issues may arise or become material as the energy industry evolves.  The risks and uncertainties associated with these additional issues could impair FPL Group's and FPL's businesses and financial results in the future.

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
FPL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (millions, except per share amounts) (unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
OPERATING REVENUES	$	3,504		$	2,983		$	8,682		$	7,933
OPERATING EXPENSES
Fuel, purchased power and interchange		1,826			1,488			4,458			3,889
Other operations and maintenance		469			435			1,321			1,262
Amortization of storm reserve deficiency		56			-			119			-
Depreciation and amortization		331			298			953			897
Taxes other than income taxes		263			239			719			667
Total operating expenses		2,945			2,460			7,570			6,715
OPERATING INCOME		559			523			1,112			1,218
OTHER INCOME (DEDUCTIONS)
Interest charges		(150	)		(122	)		(428	)		(368	)
Equity in earnings of equity method investees		59			40			105			78
Allowance for equity funds used during construction		2			10			25			26
Other - net		22			12			94			27
Total other deductions - net		(67	)		(60	)		(204	)		(237	)
INCOME BEFORE INCOME TAXES		492			463			908			981
INCOME TAXES		153			143			229			266
NET INCOME	$	339		$	320		$	679		$	715
Earnings per share of common stock:
Basic	$	0.88		$	0.89		$	1.79		$	2.00
Assuming dilution	$	0.87		$	0.88		$	1.77		$	1.98
Dividends per share of common stock	$	0.355		$	0.34		$	1.065		$	0.96
Weighted-average number of common shares outstanding:
Basic		383.8			359.1			378.7			358.0
Assuming dilution		389.8			362.2			384.3			360.4
This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements (Notes) herein and the Notes to Consolidated Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (2004 Form 10-K) for FPL Group and FPL.

FPL GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (millions) (unaudited)
	September 30, 2005				December 31, 2004
PROPERTY, PLANT AND EQUIPMENT
Electric utility plant in service and other property		$	31,700			$	29,721
Nuclear fuel			512				504
Construction work in progress			805				1,495
Less accumulated depreciation and amortization			(10,875	)			(10,494	)
Total property, plant and equipment - net			22,142				21,226
CURRENT ASSETS
Cash and cash equivalents			1,102				225
Customer receivables, net of allowances of $30 and $37, respectively			1,268				785
Other receivables, net of allowances of $8 and $1, respectively			558				259
Materials, supplies and fossil fuel inventory - at average cost			467				394
Regulatory assets:
Deferred clause and franchise expenses			396				230
Storm reserve deficiency			161				163
Derivatives			-				9
Derivatives			1,711				110
Other			368				352
Total current assets			6,031				2,527
OTHER ASSETS
Nuclear decommissioning reserve funds			2,376				2,271
Other investments			614				740
Regulatory assets:
Storm reserve deficiency			356				373
Unamortized loss on reacquired debt			43				45
Deferred clause expenses			431				45
Other			60				38
Other			1,591				1,068
Total other assets			5,471				4,580
TOTAL ASSETS		$	33,644			$	28,333
CAPITALIZATION
Common stock		$	4			$	2
Additional paid-in capital			4,169				3,416
Retained earnings			4,437				4,165
Accumulated other comprehensive loss			(213	)			(46	)
Total common shareholders' equity			8,397				7,537
Long-term debt			7,787				8,027
Total capitalization			16,184				15,564
CURRENT LIABILITIES
Commercial paper			77				492
Current maturities of long-term debt and preferred stock			1,868				1,225
Accounts payable			1,341				762
Customers' deposits			426				394
Margin cash deposits			1,054				5
Accrued interest and taxes			467				227
Regulatory liabilities:
Deferred clause and franchise revenues			35				30
Derivatives			1,340				-
Derivatives			687				118
Other			668				995
Total current liabilities			7,963				4,248
OTHER LIABILITIES AND DEFERRED CREDITS
Asset retirement obligations			2,305				2,207
Accumulated deferred income taxes			2,903				2,685
Regulatory liabilities:
Accrued asset removal costs			2,066				2,012
Asset retirement obligation regulatory expense difference			271				266
Unamortized investment tax credits			66				81
Other			311				106
Other			1,575				1,164
Total other liabilities and deferred credits			9,497				8,521
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES		$	33,644			$	28,333
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.

FPL GROUP, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(millions)(unaudited)
	Nine Months Ended September 30,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	679		$	715
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		921			864
Nuclear fuel amortization		75			71
Storm-related costs, net of insurance advances		(317	)		(153	)
Amortization of storm reserve deficiency		119			-
Unrealized losses on marked to market energy contracts		240			28
Deferred income taxes and related regulatory credit		282			560
Cost recovery clauses and franchise fees		(546	)		76
Equity in earnings of equity method investees		(105	)		(78	)
Distribution of earnings from equity method investees		17			39
Changes in operating assets and liabilities:
Customer receivables		(429	)		(139	)
Other receivables		74			24
Material, supplies and fossil fuel inventory		(73	)		44
Other current assets		(35	)		(10	)
Deferred pension cost		(70	)		(91	)
Accounts payable		532			136
Customers' deposits		24			32
Margin cash deposits		934			4
Income taxes		(42	)		(94	)
Interest and other taxes		244			172
Other current liabilities		(104	)		(36	)
Other liabilities		(13	)		51
Other - net		109			97
Net cash provided by operating activities		2,516			2,312
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures of FPL		(1,148	)		(980	)
Independent power investments		(668	)		(305	)
Nuclear fuel purchases		(69	)		(86	)
Sale of independent power investments		16			93
Loan repayments and capital distributions from equity method investees		126			5
Contributions to special use funds		(121	)		(115	)
Reimbursements from special use funds		8			-
Sale of Olympus note receivable		-			126
Funding of secured loan		(43	)		(79	)
Proceeds from termination of leveraged lease		43			-
Other - net		(9	)		(30	)
Net cash used in investing activities		(1,865	)		(1,371	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt		1,093			557
Retirements of long-term debt		(695	)		(410	)
Retirements of preferred stock - FPL		(5	)		-
Net change in short-term debt		(415	)		(457	)
Issuances of common stock		633			63
Dividends on common stock		(407	)		(345	)
Other - net		22			(27	)
Net cash provided by (used in) financing activities		226			(619	)
Net increase in cash and cash equivalents		877			322
Cash and cash equivalents at beginning of period		225			129
Cash and cash equivalents at end of period	$	1,102		$	451
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock and conversion of options and warrants in connection with
the acquisition of Gexa Corp. (Gexa)	$	81		$	-
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.

FLORIDA POWER & LIGHT COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (millions) (unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
OPERATING REVENUES	$	2,891		$	2,485		$	7,230		$	6,600
OPERATING EXPENSES
Fuel, purchased power and interchange		1,460			1,248			3,686			3,342
Other operations and maintenance		334			323			960			938
Amortization of storm reserve deficiency		56			-			119			-
Depreciation and amortization		246			227			708			686
Taxes other than income taxes		244			221			663			613
Total operating expenses		2,340			2,019			6,136			5,579
OPERATING INCOME		551			466			1,094			1,021
OTHER INCOME (DEDUCTIONS)
Interest charges		(58	)		(44	)		(157	)		(135	)
Allowance for equity funds used during construction		2			10			25			26
Other - net		(1	)		(4	)		3			(8	)
Total other deductions - net		(57	)		(38	)		(129	)		(117	)
INCOME BEFORE INCOME TAXES		494			428			965			904
INCOME TAXES		183			153			341			318
NET INCOME		311			275			624			586
PREFERRED STOCK DIVIDENDS		-			-			-			1
NET INCOME AVAILABLE TO FPL GROUP	$	311		$	275		$	624		$	585
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.

FLORIDA POWER & LIGHT COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (millions) (unaudited)
	September 30, 2005				December 31, 2004
ELECTRIC UTILITY PLANT
Plant in service		$	23,226			$	21,860
Nuclear fuel			375				370
Construction work in progress			691				1,285
Less accumulated depreciation and amortization			(9,603	)			(9,467	)
Electric utility plant - net			14,689				14,048
CURRENT ASSETS
Cash and cash equivalents			945				65
Customer receivables, net of allowances of $17 and $18, respectively			854				585
Other receivables, net of allowances of $1 and $1, respectively			180				216
Materials, supplies and fossil fuel inventory - at average cost			374				315
Regulatory assets:
Deferred clause and franchise expenses			396				230
Storm reserve deficiency			161				163
Derivatives			-				9
Derivatives			1,363				26
Other			112				146
Total current assets			4,385				1,755
OTHER ASSETS
Nuclear decommissioning reserve funds			2,064				1,971
Other investments			8				8
Regulatory assets:
Storm reserve deficiency			356				373
Unamortized loss on reacquired debt			43				45
Deferred clause expenses			431				45
Other			60				38
Other			1,163				831
Total other assets			4,125				3,311
TOTAL ASSETS		$	23,199			$	19,114
CAPITALIZATION
Common stock		$	1,373			$	1,373
Additional paid-in capital			4,318				4,318
Retained earnings			922				459
Total common shareholder's equity			6,613				6,150
Long-term debt			3,271				2,813
Total capitalization			9,884				8,963
CURRENT LIABILITIES
Commercial paper			50				492
Current maturities of long-term debt and preferred stock			634				523
Accounts payable			989				606
Customers' deposits			411				388
Margin cash deposits			1,011				-
Accrued interest and taxes			374				158
Regulatory liabilities:
Deferred clause and franchise revenues			35				30
Derivatives			1,340				-
Other			615				826
Total current liabilities			5,459				3,023
OTHER LIABILITIES AND DEFERRED CREDITS
Asset retirement obligations			2,098				2,015
Accumulated deferred income taxes			2,251				1,949
Regulatory liabilities:
Accrued asset removal costs			2,066				2,012
Asset retirement obligation regulatory expense difference			271				266
Unamortized investment tax credits			66				81
Other			311				106
Other			793				699
Total other liabilities and deferred credits			7,856				7,128
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES		$	23,199			$	19,114
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.

FLORIDA POWER & LIGHT COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (millions) (unaudited)
	Nine Months Ended September 30,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	624		$	586
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		676			653
Nuclear fuel amortization		56			51
Storm-related costs, net of insurance advances		(317	)		(153	)
Amortization of storm reserve deficiency		119			-
Deferred income taxes and related regulatory credit		343			489
Cost recovery clauses and franchise fees		(546	)		76
Changes in operating assets and liabilities:
Customer receivables		(269	)		(105	)
Other receivables		106			(86	)
Material, supplies and fossil fuel inventory		(59	)		52
Other current assets		(18	)		(16	)
Deferred pension cost		(56	)		(74	)
Accounts payable		399			131
Customers' deposits		23			32
Margin cash deposits		896			-
Income taxes		45			(190	)
Interest and other taxes		217			145
Other current liabilities		(47	)		(20	)
Other liabilities		42			47
Other - net		(2	)		26
Net cash provided by operating activities		2,232			1,644
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(1,148	)		(980	)
Contributions to special use funds		(105	)		(104	)
Reimbursements from special use funds		8			-
Nuclear fuel purchases		(66	)		(74	)
Other - net		(2	)		1
Net cash used in investing activities		(1,313	)		(1,157	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt		588			236
Issuances of preferred stock		-			20
Retirements of preferred stock		(25	)		-
Net change in short-term debt		(441	)		(173	)
Dividends		(161	)		(523	)
Net cash used in financing activities		(39	)		(440	)
Net increase in cash and cash equivalents		880			47
Cash and cash equivalents at beginning of period		65			4
Cash and cash equivalents at end of period	$	945		$	51
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.

FPL GROUP, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the 2004 Form 10-K for FPL Group and FPL.  In the opinion of FPL Group and FPL management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made.  All share information and per share amounts reflect the effect of the two-for-one stock split of FPL Group's common stock effective March 15, 2005 (2005 stock split).  Certain other amounts included in the prior year's consolidated financial statements have been reclassified to conform to the current year's presentation.  The results of operations for an interim period generally will not give a true indication of results for the year.

1.  Employee Retirement Benefits

Employee Benefit Plans and Other Postretirement Plan - FPL Group sponsors a qualified noncontributory defined benefit pension plan for substantially all employees of FPL Group and its subsidiaries.  FPL Group also has a non-qualified supplemental defined benefit pension plan that provides benefits to higher-level employees.  See Supplemental Retirement Plan below.  In addition to pension benefits, FPL Group sponsors a substantially contributory postretirement plan for health care and life insurance benefits (other benefits) for retirees of FPL Group and its subsidiaries meeting certain eligibility requirements.

The following table provides the components of net periodic benefit (income) cost for the plans:

	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	Three Months Ended September 30,												Nine Months Ended September 30,
	2005			2004			2005			2004			2005			2004			2005			2004
	(millions)
Service cost	$	13		$	13		$	2		$	2		$	39		$	39		$	6		$	6
Interest cost		22			21			6			7			65			63			19			20
Expected return on plan assets		(53	)		(52	)		(1	)		(1	)		(158	)		(155	)		(3	)		(3	)
Amortization of transition (asset) obligation		-			(6	)		1			1			-			(18	)		3			3
Amortization of prior service benefit		(1	)		(1	)		-			-			(3	)		(4	)		-			-
Amortization of (gains) losses		(4	)		(5	)		1			1			(12	)		(15	)		3			3
Net periodic benefit (income) cost at FPL Group	$	(23	)	$	(30	)	$	9		$	10		$	(69	)	$	(90	)	$	28		$	29
Net periodic benefit (income) cost at FPL	$	(18	)	$	(24	)	$	8		$	9		$	(55	)	$	(73	)	$	24		$	26

During the nine months ended September 30, 2005, FPL Group contributed approximately $14 million to the other benefits plan, with a total contribution of approximately $21 million anticipated in calendar year 2005.  

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act) was signed into law.  The Medicare Act introduces a voluntary prescription drug benefit under Medicare (Part D), starting in 2006, as well as a federal subsidy to sponsors of retiree health care plans that provide at least an actuarially equivalent prescription drug benefit.  As a result of the Medicare Act, in May 2004, the Financial Accounting Standards Board (FASB) issued Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003."  Under Staff Position FAS 106-2, benefit obligations are required to be remeasured and reported as an actuarial gain if enactment of the Medicare Act is determined to be a "significant event" pursuant to the provisions of Financial Accounting Standards No. (FAS) 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."  FPL Group considered the effects of the Medicare Act on a subset of the retiree population that FPL Group believed was certain to meet the Centers for Medicare and Medicaid Services (CMS) actuarial equivalence definition, when established, and determined that those effects were not a significant event.  Therefore, the accumulated benefit obligation for the other benefits was remeasured at the scheduled September 30, 2004 measurement date to reflect the effects of the Medicare Act on this subset of the retiree population.  This resulted in a reduction to accumulated benefit obligation of approximately $10 million.  No effect from the Medicare Act is in the accumulated benefits obligation at September 30, 2004 for the remaining population.  Subsequently, in January 2005 and April 2005, the CMS issued regulations that defined actuarial equivalency.  FPL Group considered the effects of the regulations on the remaining population and determined that those effect s were not a significant event.  Consequently, a remeasurement of the other benefits obligation will be performed based on the September 30, 2005 measurement date.

Supplemental Retirement Plan - FPL Group has a non-qualified supplemental defined benefit pension plan that provides benefits to higher-level employees.  The cost of this plan is included in the determination of net periodic benefit income for pension benefits in the preceding table and, for FPL Group, amounted to approximately $1 million and $1 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $2 million and $2 million for the nine months ended September 30, 2005 and 2004, respectively.

2.  Derivative Instruments

Derivative instruments, when required to be marked to market under FAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, are recorded on FPL Group's and FPL's condensed consolidated balance sheets as either an asset or liability (in derivative assets, other assets, derivative liabilities and other liabilities) measured at fair value.  FPL Group and FPL use derivative instruments (primarily forward purchases and sales, swaps, options and futures) to manage the commodity price risk inherent in the purchase and sale of fuel and electricity, as well as interest rate risk associated with long-term debt.  In addition, FPL Group uses derivatives to optimize the value of power generation assets.  At FPL, substantially all changes in fair value are deferred as a regulatory asset or liability until the contracts are settled.  Upon settlement, any gains or losses are passed through the fuel and purchased power cost recovery clause (fuel clause) and the capacity cost recovery clause (capacity clause).  For FPL Group's non-rate regulated operations, predominantly FPL Energy, essentially all changes in the derivatives' fair value for power purchases and sales and trading activities are recognized on a net basis in operating revenues; fuel purchases and sales are recognized net in fuel, purchased power and interchange expense; and the equity method investees' related activity is recognized in equity in earnings of equity method investees in FPL Group's condensed consolidated statements of income unless hedge accounting is applied.  For the three and nine months ended September 30, 2005, the ineffective portion of net unrealized losses on cash flow hedges totaled $15 million and $25 million, respectively, compared to $1 million and $7 million for the three and nine months ended September 30, 2004, respectively.  These losses are included within the line items in the statements of income to which they relate.

FPL Group's unrealized mark-to-market gains (losses) on derivative transactions reflected in the condensed consolidated statements of income for consolidated subsidiaries and equity method investees are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
	(millions)
Consolidated subsidiaries	$	(113	)	$	(26	)	$	(240	)	$	(27	)
Equity method investees	$	10		$	4		$	7		$	18

3.  Comprehensive Income

FPL Group's comprehensive income is as follows:

	Three Months Ended September 30,
	2005			2004
	(millions)
Net income of FPL Group	$	339		$	320
Net unrealized gains (losses) on commodity cash flow hedges:
Effective portion of net unrealized losses
(net of $83 and $14 tax benefit, respectively)		(121	)		(22	)
Reclassification from other comprehensive income (OCI) to
net income (net of $10 and $0.4 tax expense, respectively)		15			1
Net unrealized gains (losses) on interest rate cash flow hedges:
Effective portion of net unrealized gains (losses)
(net of $2 tax expense and $4 tax benefit, respectively)		3			(7	)
Reclassification from OCI to net income
(net of $2 tax expense in 2004)		-			3
Supplemental retirement plan liability adjustment
(net of $1 tax expense in 2005)		3			-
Comprehensive income of FPL Group	$	239		$	295

	Nine Months Ended September 30,
	2005			2004
	(millions)
Net income of FPL Group	$	679		$	715
Net unrealized gains (losses) on commodity cash flow hedges:
Effective portion of net unrealized losses
(net of $138 and $35 tax benefit, respectively)		(203	)		(54	)
Reclassification from OCI to net income
(net of $21 tax expense and $0.5 tax benefit, respectively)		31			(1	)
Net unrealized gains (losses) on interest rate cash flow hedges:
Effective portion of net unrealized gains (losses)
(net of $2 tax expense and $4 tax benefit, respectively)		3			(6	)
Reclassification from OCI to net income
(net of $1 and $5 tax expense, respectively)		2			8
Net unrealized losses on available for sale securities
(net of $2 and $0.4 tax benefit, respectively)		(3	)		(1	)
Supplemental retirement plan liability adjustment
(net of $1 tax expense in 2005)		3			-
Comprehensive income of FPL Group	$	512		$	661

At September 30, 2005, FPL Group had cash flow hedges with expiration dates through December 2010 for energy commodity derivative instruments and interest rate cash flow hedges with expiration dates through December 2017.  Approximately $87 million of losses included in FPL Group's accumulated other comprehensive loss at September 30, 2005 will be reclassified into earnings within the next twelve months as either the hedged fuel is consumed, electricity is sold or interest payments are made.  Such amount assumes no change in fuel prices, power prices or interest rates.  Accumulated other comprehensive loss is separately displayed on the condensed consolidated balance sheets of FPL Group.

4.  Earnings Per Share of Common Stock

The reconciliation of FPL Group's basic and diluted earnings per share of common stock is shown below:

		Three Months Ended September 30,				Nine Months Ended September 30,
		2005		2004		2005		2004
		(millions, except per share amounts)
Numerator - net income		$	339	$	320	$	679	$	715
Denominator:
Weighted-average number of common shares
outstanding - basic			383.8		359.1		378.7		358.0
Restricted stock, performance share and shareholder
value awards, options, warrants and equity units (a)			6.0		3.1		5.6		2.4
Weighted-average number of common shares
outstanding - assuming dilution			389.8		362.2		384.3		360.4
Earnings per share of common stock:
Basic		$	0.88	$	0.89	$	1.79	$	2.00
Assuming dilution		$	0.87	$	0.88	$	1.77	$	1.98
_____________________
(a)	Performance share awards and shareholder value awards are included in diluted weighted-average number of common shares outstanding based upon what would be issued if the end of the reporting period were the end of the term of the award.  Restricted stock, performance share awards, shareholder value awards, options, warrants and equity units (known as Corporate Units) are included in diluted weighted-average number of common shares outstanding by applying the treasury stock method.

Common shares issuable upon the exercise of stock options and common shares related to the achievement of certain performance criteria, which were not included in the denominator above due to their antidilutive effect, were less than 0.1 million for each of the three and nine months ended September 30, 2005 and approximately 0.8 million for each of the three and nine months ended September 30, 2004.

5.  Variable Interest Entities

FPL entered into a power purchase agreement (PPA) with a 330 megawatt (mw) coal-fired cogeneration facility (the facility) in 1995 to purchase substantially all of the facility's electrical output through 2025.  The facility is considered a qualifying facility as defined by PURPA, which requires FPL to purchase the electricity output of the facility.  At December 31, 2004, FPL determined that (a) the facility was a variable interest entity (VIE) and (b) the PPA represented a variable interest in the facility.  However, FPL determined that it was not the facility's primary beneficiary.  During the first quarter of 2005, a change in ownership of the facility occurred, triggering the need to reevaluate whether FPL is the facility's primary beneficiary.  After making exhaustive efforts, FPL was unable to obtain the information necessary to perform this reevaluation.  The PPA with the facility contains no provisions which legally obligate the facility to release this information to FPL.  During the three and nine months ended September 30, 2005, FPL purchased 671,944 megawatt hours (mwh) and 1,767,079 mwh, respectively, from the facility at a total cost of approximately $51 million and $142 million, respectively.  This compared to 583,903 mwh and 1,745,126 mwh at a total cost of approximately $46 million and $136 million for the three and nine months ended September 30, 2004, respectively.  Additionally, the PPA does not expose FPL to losses since the energy payments made by FPL to the facility are passed on to FPL's customers through the fuel clause as approved by the FPSC.  FPL will continue to make exhaustive efforts to obtain the necessary information from the facility in order to determine if FPL is the facility's primary beneficiary.

6.  Regulatory Matters

2005 Rate Agreement - In August 2005, FPL and all of the intervenors in its rate case filing signed a stipulation and settlement agreement regarding FPL's retail base rates, which was subsequently approved by the FPSC (2005 rate agreement).  The 2005 rate agreement will be in effect through December 31, 2009, and thereafter shall remain in effect until terminated on the date new retail base rates become effective pursuant to an FPSC order.

The 2005 rate agreement provides that retail base rates will not increase during the term of the agreement except to allow recovery of the revenue requirements of any power plant approved pursuant to the Florida Power Plant Siting Act that achieves commercial operation during the term of the 2005 rate agreement.  The 2005 rate agreement also continues the revenue sharing mechanism in FPL's current rate agreement, whereby revenues from retail base operations in excess of certain thresholds will be shared with customers on the basis of two-thirds refunded to customers and one-third retained by FPL.  Revenues from retail base operations in excess of a second, higher threshold (cap) will be refunded 100% to customers.  The revenue sharing threshold and cap for 2006 will be established by using the 2005 revenue sharing threshold and cap of $3,880 million and $4,040 million, respectively, increased by the average annual growth rate in retail kilowatt-hour sales for the ten year period ending December 31, 2005, which is expected to be approximately 2.9% to 3.1%.

Under the terms of the 2005 rate agreement: (i) FPL's electric property depreciation rates will be based upon the comprehensive depreciation studies it filed with the FPSC in March 2005; however, FPL may reduce depreciation by up to $125 million annually, (ii) FPL suspended contributions of approximately $79 million per year to its nuclear decommissioning fund beginning in September 2005, (iii) FPL will suspend contributions of $20.3 million per year to its storm and property insurance reserve beginning in January 2006 and will have the ability to recover prudently incurred storm restoration costs, either through securitization pursuant to Section 366.8260 of the Florida Statutes or through surcharges, and (iv) FPL will be allowed to recover through a cost recovery clause prudently incurred incremental costs associated with complying with an FPSC or FERC order regarding a regional transmission organization, such as GridFlorida LLC.

FPL will not have an authorized regulatory ROE under the 2005 rate agreement for the purpose of addressing earnings levels. For all other regulatory purposes, FPL will have an ROE of 11.75%.  The revenue sharing mechanism described above will be the appropriate and exclusive mechanism to address earnings levels.  However, if FPL's regulatory ROE, as reported to the FPSC in FPL's monthly earnings surveillance report, falls below 10% during the term of the 2005 rate agreement, FPL may petition the FPSC to amend its base rates.

Storm Reserve Deficiency - The storm reserve deficiency represents storm restoration costs incurred by FPL that exceeded the amounts in the storm and property insurance reserve.  The storm restoration costs were associated with hurricanes that affected FPL's service territory in 2004 and 2005.  At September 30, 2005 and December 31, 2004, FPL's storm reserve deficiency totaled approximately $517 million and $536 million, respectively, a portion of which is included in current assets.

The storm reserve deficiency associated with the 2004 hurricanes, plus interest, is being recovered primarily through a storm damage surcharge applied to retail customer bills over a 36-month period beginning in February 2005, and totaled approximately $337 million at September 30, 2005.  During the three and nine months ended September 30, 2005, FPL billed to customers approximately $56 million and $119 million, respectively, through the storm damage surcharge.  The remaining balance of the storm reserve deficiency primarily relates to the storm restoration costs associated with Hurricanes Dennis, Katrina and Rita that struck FPL's service territory in the third quarter of 2005.

In addition, Hurricane Wilma, which passed through southern and central Florida on October 24, 2005, caused extensive damage particularly in the southeast portion of FPL's service territory.  Damage to FPL property was primarily to the transmission and distribution systems.  Several of FPL's generating facilities in the area were also affected; however, all of these units have returned to service.  Approximately 3.2 million FPL customer accounts were without electrical service immediately after the hurricane struck.  Fewer than 0.5 million remain without power as of November 3, 2005.  FPL expects to restore electrical service to substantially all customers capable of receiving service by November 13, 2005.  FPL is currently unable to estimate the cost of repairing the damage to its facilities and restoring service to the affected customers as a result of Hurricane Wilma; however, based on prior experience, FPL expects storm restoration costs to be i n excess of $500 million.

FPL intends to seek recovery of its 2005 hurricane costs in accordance with the 2005 rate agreement; however, FPL has not yet decided whether it will do so through securitization pursuant to Section 366.8260 of the Florida Statutes or through a surcharge.  The FPSC has the right to review FPL's 2005 storm charges for prudence, and has the authority to determine the manner and timing of recovery.

7.  Income Taxes

FPL Group's effective tax rate for the three months ended September 30, 2005 and 2004 was approximately 31.1% and 30.9%, respectively.  The reduction from the statutory rate mainly reflects the benefit of production tax credits (PTCs) of approximately $31 million and $24 million, respectively, related to FPL Energy's wind projects.  The corresponding rates and amounts for the nine months ended September 30, 2005 and 2004 were approximately 25.2% and 27.1%, respectively, and approximately $94 million and $83 million, respectively.

FPL Group recognizes PTCs as wind energy is generated based on a per kilowatt-hour rate prescribed in applicable federal and state statutes, which may differ significantly from amounts computed, on a quarterly basis, using an overall effective tax rate anticipated for the full year.  FPL Group utilizes this method of recognizing PTCs for specific reasons including that they are an integral part of the financial viability of most wind projects and a fundamental component of such wind projects' results of operations.

8.  Capitalization

Common Stock - On June 17, 2005, in connection with the acquisition of Gexa, a retail electric provider in Texas, FPL Group issued approximately 1.7 million shares of common stock.  In addition, options and warrants to purchase Gexa common stock were converted into options and warrants to purchase FPL Group common stock resulting in up to an additional 0.6 million shares of FPL Group common stock issuable at the time these options and warrants are exercised.  The acquisition was accounted for using the purchase method of accounting and at September 30, 2005, after certain purchase price allocation adjustments were made during the third quarter of 2005, approximately $75 million of goodwill was included in other assets on FPL Group's condensed consolidated balance sheets.  In accordance with FAS 142, "Goodwill and Other Intangible Assets," goodwill will be assessed for impairment at least annually by applying a fair value based test.

Long-term Debt - In February 2005, subsidiaries of FPL Energy sold $365 million of 5.608% limited-recourse senior secured bonds maturing in March 2024 and $100 million of 6.125% limited-recourse senior secured bonds maturing in March 2019.  Semi-annual principal payments commenced in September 2005.  The majority of the proceeds were used to return to FPL Energy a portion of the investment it made in the development, acquisition and/or construction of nine wind power projects.  FPL Group Capital has guaranteed certain obligations under the debt agreements.

In February 2002, FPL Group sold a total of 11.5 million publicly-traded equity units known as Corporate Units and, in connection with that financing, FPL Group Capital issued $575 million principal amount of 4.75% debentures due February 16, 2007.  During 2004, FPL Group Capital remarketed $554 million of these debentures and the annual interest rate on all the debentures was reset to 4.086%.  Payment of FPL Group Capital debentures is absolutely, irrevocably and unconditionally guaranteed by FPL Group.  Each Corporate Unit initially consisted of a $50 FPL Group Capital debenture and a purchase contract pursuant to which the holder agreed to purchase $50 of FPL Group common shares on or before February 16, 2005, and FPL Group agreed to make payments of 3.75% of the unit's $50 stated value until the shares were purchased.  On February 16, 2005, FPL Group received approximately $575 million in settlement of these purchase contracts and issued 18,540,180 shares of FPL Gr oup common stock.

In February 2005, in accordance with its variable rate construction term facility agreement, an FPL Energy subsidiary entered into an interest rate swap to receive London InterBank Offered Rate (LIBOR) and pay a fixed rate of 4.255% to hedge specified notional amounts ranging from approximately $4 million to $6 million through November 2007 and approximately $163 million to $173 million from November 2007 until the related debt matures in June 2008.

In June 2005, FPL issued $300 million principal amount of 4.95% first mortgage bonds maturing in June 2035.  The proceeds were used to repay a portion of FPL's short-term borrowings and for other corporate purposes.

In September 2005, FPL issued $300 million principal amount of 5.40% first mortgage bonds maturing in September 2035.  The proceeds were used to fund the construction of additional electric facilities and for other corporate purposes.

Preferred Stock - In January 2005, FPL redeemed all 250,000 shares of its $100 par value 4 1/2% (Series A and Series V) preferred stock outstanding at December 31, 2004.

9.  Asset Retirement Obligations

In March 2005, the FASB issued FASB Interpretation No. (FIN) 47, "Accounting for Conditional Asset Retirement Obligations," an interpretation of FAS 143, "Accounting for Asset Retirement Obligations."  The interpretation addresses diverse practices which have developed with respect to the recognition of asset retirement obligations when the timing and/or method of settlement of an obligation are conditional on a future event.  It requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated.  This guidance must be implemented by December 31, 2005 and the cumulative effect of initially applying the interpretation, if any, would be recorded as a change in accounting principle.  FPL Group and FPL are in the process of evaluating the impact of implementing FIN 47 and are currently unable to estimate the effect on their respective financial statements.

10.  Commitments and Contingencies

Commitments - FPL Group and its subsidiaries have made commitments in connection with a portion of their projected capital expenditures.  Capital expenditures at FPL include, among other things, the cost for construction or acquisition of additional facilities and equipment to meet customer demand, as well as capital improvements to and maintenance of existing facilities.  At FPL Energy, capital expenditures include, among other things, the cost, including capitalized interest, for construction of wind projects and the procurement of nuclear fuel, as well as announced acquisitions.  FPL FiberNet, LLC's (FPL FiberNet) capital expenditures primarily include costs to meet customer specific requirements and sustain its fiber-optic network.  At September 30, 2005, planned capital expenditures for the remainder of 2005 through 2009 are estimated to be as follows:

		2005		2006			2007		2008		2009		Total
FPL:		(millions)
Generation: (a)
New (b)		$	130	$	245		$	525	$	280	$	80	$	1,260
Existing			235		460			480		325		395		1,895
Transmission and distribution			200		715			740		715		715		3,085
Nuclear fuel			5		100			110		75		105		395
General and other			70		135			165		160		160		690
Total		$	640	$	1,655		$	2,020	$	1,555	$	1,455	$	7,325
FPL Energy:
Wind (c)		$	175	$	995		$	930	$	5	$	5	$	2,110
Gas			15		15			15		15		5		65
Nuclear fuel and other			10		515	(d)		95		50		90		760
Total		$	200	$	1,525		$	1,040	$	70	$	100	$	2,935
FPL FiberNet		$	4	$	11		$	11	$	11	$	11	$	48
_____________________
(a)	Includes allowance for funds used during construction (AFUDC) of approximately $7 million, $40 million, $46 million, $42 million and $22 million in 2005, 2006, 2007, 2008 and 2009, respectively.
(b)	Includes generating structures, transmission interconnection and integration, licensing and AFUDC.
(c)	FPL Energy's capital expenditures for new wind projects are estimated through 2007, and include expenditures associated with approximately 140 mw of wind generation under construction and expected to be in operation by the end of 2005 or early 2006, as well as expenditures for a combined total of 1,250 to 1,500 mw of expected wind generation additions in 2006 and 2007.
(d)	Includes amounts associated with the pending acquisition of a 70% interest in the Duane Arnold Energy Center, a nuclear power plant in Iowa.

In addition to estimated capital expenditures listed above, FPL and FPL Energy have long-term contracts related to purchased power and/or fuel (see Contracts below).  At September 30, 2005, FPL Energy had approximately $1.9 billion in firm commitments primarily for natural gas transportation, supply and storage, firm transmission service, nuclear fuel and a portion of its capital expenditures, including the pending acquisition of a 70% interest in the Duane Arnold Energy Center for approximately $387 million.  This acquisition is subject to, among other things, the receipt of approvals from various federal and state regulatory agencies and is expected to close by the first quarter of 2006.  In addition, FPL Group has guaranteed certain payment obligations of FPL Group Capital, including most payment obligations under FPL Group Capital's debt.

FPL Group and FPL each account for payment guarantees and related contracts, for which it or a subsidiary is the guarantor, under FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others," which requires that the fair value of guarantees provided to unconsolidated entities entered into after December 31, 2002, be recorded on the balance sheet.  At September 30, 2005, subsidiaries of FPL Group, other than FPL, have guaranteed debt service payments relating to agreements that existed at December 31, 2002.  The term of the guarantees is equal to the term of the related debt, with remaining terms ranging from 1 year to 14 years.  The maximum potential amount of future payments that could be required under these guarantees at September 30, 2005 was approximately $13 million.  At September 30, 2005, FPL Group did not have any liabilities recorded for these gua rantees.  In certain instances, FPL Group can seek recourse from third parties for 50% of any amount paid under the guarantees.  Guarantees provided to unconsolidated entities entered into subsequent to December 31, 2002, and the related fair value, were not material as of September 30, 2005.

FPL Energy has guaranteed certain performance obligations of a power plant owned by a wholly-owned subsidiary as part of a power purchase agreement that expires in 2027.  Under this agreement, the subsidiary could incur market-based liquidated damages for failure to meet contractual minimum outputs.  In addition, certain subsidiaries of FPL Energy have contracts that require certain projects to meet annual minimum generation amounts.  Failure to meet the annual minimum generation amounts would result in the FPL Energy subsidiary incurring specified liquidated damages.  Based on past performance of these and similar projects and current forward prices, management believes that the exposure associated with these guarantees is not material.

An FPL Energy subsidiary is committed to purchase oil and gas inventory remaining in certain storage facilities at December 31, 2005 at its weighted-average cost.  At September 30, 2005, the subsidiary's commitment is estimated to be from $0 to approximately $83 million based on a potential range of zero to full fuel storage volumes at the current average forward price of oil and gas.  FPL Energy expects to either purchase the fuel to operate the related plant or negotiate a new fuel management contract.

Contracts - FPL has entered into long-term purchased power and fuel contracts.  FPL is obligated under take-or-pay purchased power contracts with JEA and with subsidiaries of The Southern Company (Southern subsidiaries) to pay for approximately 1,300 mw of power through mid-2015 and 381 mw thereafter through 2021, and one of the Southern subsidiaries' contracts is subject to minimum quantities.  FPL also has various firm pay-for-performance contracts to purchase approximately 900 mw from certain cogenerators and small power producers (qualifying facilities) with expiration dates ranging from 2005 through 2026.  The purchased power contracts provide for capacity and energy payments.  Energy payments are based on the actual power taken under these contracts.  Capacity payments for the pay-for-performance contracts are subject to the qualifying facilities meeting certain contract conditions.  FPL has various agre ements with several electricity suppliers to purchase an aggregate of up to approximately 1,500 mw (including approximately 575 mw beginning in 2006) of power with expiration dates ranging from 2007 through 2009.  In general, the agreements require FPL to make capacity payments and supply the fuel consumed by the plants under the contracts.  FPL has contracts with expiration dates through 2032 for the supply of natural gas, coal and oil, transportation of natural gas and coal, and storage of natural gas.

FPL Energy has entered into several contracts for the supply of wind turbines and towers in support of a portion of its planned new wind generation.  In addition, FPL Energy has contracts primarily for the supply, transportation and storage of natural gas and firm transmission service with expiration dates ranging from 2007 through 2033.  FPL Energy also has several contracts for the supply, conversion, enrichment and fabrication of Seabrook Station's (Seabrook) nuclear fuel with expiration dates ranging from 2006 to 2014.

The remaining required capacity and minimum payments under these contracts as of September 30, 2005 are estimated to be as follows:

		2005		2006		2007		2008		2009		Thereafter
FPL		(millions)
Capacity payments: (a)
JEA and Southern subsidiaries (b)		$	50	$	190	$	200	$	200	$	210	$	1,260
Qualifying facilities (b)		$	90	$	310	$	320	$	320	$	320	$	4,000
Other electricity suppliers (b)		$	10	$	70	$	45	$	30	$	30	$	-
Minimum payments, at projected prices:
Southern subsidiaries - energy (b)		$	20	$	60	$	60	$	60	$	70	$	30
Natural gas, including transportation and storage (c)		$	1,045	$	1,455	$	300	$	255	$	255	$	2,650
Coal, including transportation (c)		$	10	$	40	$	30	$	20	$	-	$	-
Oil (c)		$	315	$	610	$	-	$	-	$	-	$	-
FPL Energy		$	155	$	410	$	55	$	50	$	50	$	700
_____________________
(a)	Capacity payments under these contracts, the majority of which are recoverable through the capacity clause, totaled approximately $170 million and $182 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $477 million and $509 million for the nine months ended September 30, 2005 and 2004, respectively.
(b)	Energy payments under these contracts, which are recoverable through the fuel clause, totaled approximately $98 million and $99 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $277 million and $271 million for the nine months ended September 30, 2005 and 2004, respectively.
(c)	Recoverable through the fuel clause.

Insurance - Liability for accidents at nuclear power plants is governed by the Price-Anderson Act, which limits the liability of nuclear reactor owners to the amount of insurance available from both private sources and an industry retrospective payment plan.  In accordance with this act, FPL Group maintains $300 million of private liability insurance per site, which is the maximum obtainable, and participates in a secondary financial protection system under which it is subject to retrospective assessments of up to $503 million ($402 million for FPL), plus any applicable taxes, per incident at any nuclear reactor in the United States, payable at a rate not to exceed $75 million ($60 million for FPL) per incident per year.  FPL Group and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook and St. Lucie Unit No. 2, which approximates $12 million and $15 million, plus any applicable taxes, per incident, respectively.

FPL Group participates in nuclear insurance mutual companies that provide $2.75 billion of limited insurance coverage per occurrence per site for property damage, decontamination and premature decommissioning risks at its nuclear plants.  The proceeds from such insurance, however, must first be used for reactor stabilization and site decontamination before they can be used for plant repair.  FPL Group also participates in an insurance program that provides limited coverage for replacement power costs if a nuclear plant is out of service for an extended period of time because of an accident.  In the event of an accident at one of FPL Group's or another participating insured's nuclear plants, FPL Group could be assessed up to $112 million ($89 million for FPL) in retrospective premiums.  FPL Group and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook and St. Lucie Unit No. 2, which approx imates $2 million and $3 million, respectively.

Due to the high cost and limited coverage available from third-party insurers, FPL has essentially no insurance coverage on its transmission and distribution property and FPL Group has no insurance coverage for FPL FiberNet's fiber-optic cable located throughout Florida.  Under the terms of the 2005 rate agreement, FPL may recover prudently incurred storm restoration costs either through securitization pursuant to Section 366.8260 of the Florida Statutes or through surcharges.  See Note 6.

In the event of a loss, the amount of insurance available might not be adequate to cover property damage and other expenses incurred.  Uninsured losses, to the extent not recovered from customers in the case of FPL, would be borne by FPL Group and FPL and could have a material adverse effect on FPL Group's and FPL's financial condition and results of operations.

Litigation - In 1999, the Attorney General of the United States, on behalf of the U.S. Environmental Protection Agency (EPA), brought an action against Georgia Power Company and other subsidiaries of The Southern Company for certain alleged violations of the Clean Air Act.  In May 2001, the EPA amended its complaint.  The amended complaint alleges, among other things, that Georgia Power Company constructed and is continuing to operate Scherer Unit No. 4, in which FPL owns a 76% interest, without obtaining proper permitting, and without complying with performance and technology standards as required by the Clean Air Act.  It also alleges that unspecified major modifications have been made at Scherer Unit No. 4 that require its compliance with the aforementioned Clean Air Act provisions.  The EPA seeks injunctive relief requiring the installation of best available control technology and civil penalties of up to $25,000 per day for each violation from an unspecifie d date after June 1, 1975 through January 30, 1997 and $27,500 per day for each violation thereafter.  The EPA further revised its civil penalty rule in February 2004, such that the maximum penalty is $32,500 per day for each violation after March 15, 2004.  Georgia Power Company has answered the amended complaint, asserting that it has complied with all requirements of the Clean Air Act, denying the plaintiff's allegations of liability, denying that the plaintiff is entitled to any of the relief that it seeks and raising various other defenses.  In June 2001, a federal district court stayed discovery and administratively closed the case pending resolution of the EPA's motion for consolidation of discovery in several Clean Air Act cases that was filed with a Multi-District Litigation (MDL) panel.  In August 2001, the MDL panel denied the motion for consolidation.  In September 2001, the EPA moved that the federal district court reopen this case for purposes o f discovery.  Georgia Power Company opposed that motion asking that the case remain closed until the Eleventh Circuit Court of Appeals ruled on the Tennessee Valley Authority's (TVA) appeal of an EPA administrative compliance order relating to legal issues that are also central to this case.  In August 2002, the federal district court denied without prejudice the EPA's motion to reopen.  In June 2003, the Eleventh Circuit issued its order dismissing the TVA's appeal because it found the provision of the Clean Air Act allowing the EPA to issue binding administrative compliance orders was unconstitutional, and hence found that the TVA order was a non-final order that courts of appeal do not have jurisdiction to review.  In September 2003, the Eleventh Circuit denied the EPA's motion for rehearing.  In May 2004, the U.S. Supreme Court denied the EPA's petition for review of the Eleventh Circuit order.  The EPA has not yet moved to reopen the Georgia Po wer Company case.

In 2001, J. W. and Ernestine M. Thomas, Chester and Marie Jenkins (since substituted for by Hazel and Lamar Jenkins), and Ray Norman and Jack Teague, as Co-Personal Representatives on behalf of the Estate of Robert L. Johns, served FPL Group, FPL, FPL FiberNet, FPL Group Capital and FPL Investments, Inc. (FPL Investments) as defendants in a civil action filed in the Florida circuit court.  This action is purportedly on behalf of all property owners in Florida (excluding railroad and public rights of way) whose property is encumbered by easements in favor of FPL, and on whose property defendants have installed or intend to install fiber-optic cable which defendants currently lease, license or convey or intend to lease, license or convey for non-electric transmission or distribution purposes.  The lawsuit alleges that FPL's easements do not permit the installation and use of fiber-optic cable for general communication purposes.  The plaintiffs have asserted claims for unlawful det ainer, unjust enrichment and constructive trust and seek injunctive relief and compensatory damages.  In May 2002, plaintiffs filed an amended complaint, adding allegations regarding the installation of wireless communications equipment on some easements, and adding a claim for declaratory relief.  Defendants filed an answer and affirmative defenses to the amended complaint in August 2002.  Motions for summary judgment by FPL Group, FPL Group Capital and FPL Investments have been granted, and they have been dismissed from this lawsuit.  In February 2004, the plaintiffs filed a motion for leave to file their third amended complaint adding four more plaintiffs and seeking leave to add a claim for punitive damages, and a hearing on this motion was held on April 29, 2005.  In July 2005, the parties executed a settlement agreement, subject to court approval, that would resolve all aspects of this case.  The settlement does not contain any admission of li ability or wrongdoing by any of the FPL Group companies.  The court entered its order preliminarily approving the settlement and set the hearing for final approval in January 2006.

In 2001, Florida Municipal Power Agency (FMPA) filed with the U.S. Court of Appeals for the District of Columbia (DC Circuit) a petition for review asking the DC Circuit to reverse and remand orders of the FERC denying FMPA's request for credits for transmission facilities owned by FMPA members.  The transmission credits sought by FMPA would offset the transmission charges that FPL bills FMPA for network transmission service to FMPA's member cities.  FMPA member cities have been taking network transmission service under FPL's open access transmission tariff since 1996.  In the orders appealed by FMPA, FERC ruled that FMPA would be entitled to credits for any FMPA facilities that were "integrated" with the FPL transmission system.  Based on the evidence submitted, FERC concluded that none of the FMPA facilities met the integration test and, therefore, FMPA was not entitled to credits against FPL's charges for transmission service.  In January 2003, the DC Circ uit upheld FERC's order denying FMPA credits for its facilities; in March 2003, the DC Circuit denied FMPA's rehearing request of the DC Circuit's decision; and in October 2003, the U.S. Supreme Court denied FMPA's petition for review of the DC Circuit's decision.

FMPA also has requested that FERC decide the same crediting issue in a separate FERC proceeding.  That proceeding dates back to a filing by FPL in 1993 of a comprehensive restructuring of its then-existing tariff structure.  All issues in that case were settled in September 2000 except for three issues reserved by FMPA:  (i) the crediting issue, (ii) treatment of behind-the-meter generation and load ratio pricing for network integration transmission service, and (iii) exclusions from FPL's transmission rates of the costs of FPL's facilities that failed to meet the same integration test that was applied to FMPA's facilities with respect to the crediting issue.  In December 2003, FERC issued an order addressing the three reserved issues.  With respect to the crediting issue, FERC stated that it had previously determined that FMPA was not entitled to credits for its facilities in the related proceeding discussed above and saw no persuasive reason to revisit that determination in this proceeding.  Regarding the issue of behind-the-meter generation, FERC stated that it had addressed the issue of load ratio pricing for network integration transmission service and the related issue of behind-the-meter generation in Order Nos. 888 and 888-A, and saw no persuasive reason to revisit that determination in this proceeding.  With respect to the third issue, FERC directed FPL to make a compliance filing of a proposed rate schedule that does not include those facilities of FPL that fail to meet the same integration test applied to the FMPA facilities.

In January 2004, FMPA requested a "conditional rehearing on the Commission's failure to order rate credits solely in the event that Commission does not adequately reduce FPL's rate base to achieve comparability," and challenging FERC's determination not to revisit the issue of behind-the-meter generation and load ratio pricing for network integration transmission service.  In March 2004, FERC issued an order denying FMPA's rehearing request.  In April 2004, FMPA petitioned the DC Circuit for review of FERC's December 2003 order and March 2004 order.  FMPA filed its initial brief in that proceeding on October 1, 2004.  FMPA's arguments are limited to the issue of behind-the-meter generation and load ratio pricing for network integration transmission service in instances when, according to FMPA, FPL cannot provide transmission service because of "physical transmission limitations."  In June 2005, the DC Circuit remanded the case to FERC for further consideratio n.  The DC Circuit concluded that FERC failed to explain in its orders why network customers should be charged by the transmission provider for network service that the provider is physically constrained from offering and why physical impossibility should not be recognized as an exception to the general rule against permitting partial load ratio pricing for network customers.  The DC Circuit noted that it was not reaching a determination on whether charging on a full load basis in fact is unjust and unreasonable under the circumstances, that it was not defining what constitutes physical impossibility, and that it was not determining whether FMPA made a showing of impossibility.  FPL estimates its exposure for refunds to FMPA on this issue to be approximately $2 million as of September 30, 2005, and a revenue reduction of approximately $0.2 million per year on a going-forward basis.

In May 2004, FPL made a compliance filing of a proposed rate schedule that does not include those facilities of FPL that fail to meet the same integration test that was applied to the FMPA facilities.  Pursuant to this filing, 1.63% of FPL's transmission facilities do not satisfy the integration standard and FPL's current network transmission rate would be reduced by $0.02 per kilowatt (kw) per month.  In June 2004, FMPA filed a protest to FPL's compliance filing, which protest would exclude approximately 30% of FPL's transmission facilities and reduce FPL's current network transmission rate by approximately $0.41 per kw per month.  On January 25, 2005, FERC issued an order on FPL's compliance filing.  In the order FERC accepted FPL's standards for analyzing the transmission system and agreed that FPL's "Georgia Ties" and "Turkey Point Lines" are part of FPL's integrated grid.  FERC required FPL to make an additional compliance filing removing the cost of all radial transmission lines from transmission rates, rather than only radial lines that serve one customer, analyzing the FPL transmission system to remove the cost of any transmission facilities that provide only "unneeded redundancy," and calculating rate adjustments using 1993 data rather than 1998 data.  On April 25, 2005, FPL made its further compliance filing reflecting a $0.04 per kw per month reduction in FPL's current network transmission rate, resulting in a refund obligation of approximately $3 million to FMPA at September 30, 2005.  Any reduction in FPL's network service rate would also apply effective January 1, 2004 to Seminole Electric Cooperative Inc. (Seminole), FPL's other network customer.  The refund obligation to Seminole at September 30, 2005 would be approximately $0.8 million.  In May 2005, FMPA protested FPL's further compliance filing, claiming that FPL had not followed FERC's mandate and argued that FPL's rates should be reduced by an addition al $0.20 per kw per month, resulting in a refund obligation of approximately $18 million to FMPA and approximately $5 million to Seminole at September 30, 2005, and a revenue reduction totaling approximately $5 million per year on a going-forward basis.  FPL answered FMPA's protest filing in June 2005.  FMPA protested FPL's answer and FPL answered that protest in July 2005.  The matter is pending.

In 1995 and 1996, FPL Group, through an indirect subsidiary, purchased from Adelphia Communications Corporation (Adelphia) 1,091,524 shares of Adelphia common stock and 20,000 shares of Adelphia preferred stock (convertible into 2,358,490 shares of Adelphia common stock) for an aggregate price of approximately $35,900,000.  On January 29, 1999, Adelphia repurchased all of these shares for $149,213,130 in cash.  On June 24, 2004, Adelphia, Adelphia Cablevision, L.L.C. and the Official Committee of Unsecured Creditors of Adelphia filed a complaint against FPL Group and its indirect subsidiary in the U.S. Bankruptcy Court, Southern District of New York.  The complaint alleges that the repurchase of these shares by Adelphia was a fraudulent transfer, in that at the time of the transaction Adelphia (i) was insolvent or was rendered insolvent, (ii) did not receive reasonably equivalent value in exchange for the cash it paid, and (iii) was engaged or about to engage in a business or tr ansaction for which any property remaining with Adelphia had unreasonably small capital.  The complaint seeks the recovery for the benefit of Adelphia's bankruptcy estate of the cash paid for the repurchased shares, plus interest.  FPL Group has filed an answer to the complaint and discovery has commenced.  FPL Group believes that the complaint is without merit because, among other reasons, Adelphia will be unable to demonstrate that (i) Adelphia's repurchase of shares from FPL Group, which repurchase was at the market value for those shares, was not for reasonably equivalent value, (ii) Adelphia was insolvent at the time of the repurchase, or (iii) the repurchase left Adelphia with unreasonably small capital.  The case has been set for trial in August 2007.

In 2003, Scott and Rebecca Finestone brought an action on behalf of themselves and their son Zachary Finestone in the U.S. District Court for the Southern District of Florida alleging that their son has developed cancer (neuroblastoma) as a result of the release and/or dissipation into the air, water, soil and underground areas of radioactive and non-radioactive hazardous materials, including strontium 90, and the release of other toxic materials from FPL's St. Lucie nuclear power plant.  The complaint includes counts against FPL for strict liability for allegedly engaging in an ultra-hazardous activity and for alleged negligence in operating the plant in a manner that allowed emissions of the foregoing materials and failing to limit its release of nuclear fission products as prescribed by federal and state laws and regulations.  The plaintiffs seek damages in excess of $1 million.  After initially denying FPL's motion to dismiss, the court, upon reconsideration, granted it with respect to plaintiffs' count for strict liability.  The court has also granted FPL's motion for a ruling that the only duty owed by FPL to the plaintiffs is established exclusively by federal regulations and not general negligence standards.  The plaintiffs subsequently filed an amended complaint on the same factual grounds, including a count against FPL for strict liability, which appeared identical in all material elements to the strict liability claim in plaintiffs' initial complaint, and counts against FPL for alleged negligence based on duties allegedly established by federal and state laws and regulations.  FPL again moved to dismiss the strict liability claim and moved to dismiss all negligence claims that are not based on the duty that the court has recognized governs this action.  The court granted FPL's motion.  FPL has answered the one count in the amended complaint that is based on that duty, denying any liability.  Plaintiffs had also moved to vacate or modify the court's order establishing the duty owed.  The court denied plaintiffs' motion.  Plaintiffs moved to amend their amended complaint to add as defendants the alleged manufacturers of the fuel rods and cladding purportedly utilized in the operation of the St. Lucie plant, and the motion was denied.   Discovery is proceeding.

In 2003, Tish Blake and John Lowe, as personal representatives of the Estate of Ashton Lowe, on behalf of the estate and themselves, as surviving parents, brought an action in the U.S. District Court for the Southern District of Florida alleging that their son developed cancer (medulo-blastoma) as a result of the release and/or dissipation into the air, water, soil and underground areas of radioactive and non-radioactive hazardous materials, including strontium 90, and the release of other toxic materials from FPL's St. Lucie nuclear power plant.  The allegations, counts and damages demanded in the complaint are virtually identical to those contained in the Finestone lawsuit described above.  As in the Finestone case, the court granted FPL's motion to dismiss the plaintiffs' count for strict liability.  Similarly, the court also granted FPL's motion for a ruling that the only duty owed by FPL to the plaintiffs is established exclusively by federal regulations and not general neg ligence standards.  The plaintiffs subsequently filed an amended complaint on the same factual grounds, including a count against FPL for strict liability, which appeared identical in all material elements to the strict liability claim in plaintiffs' initial complaint, and counts against FPL for alleged negligence based on duties allegedly established by federal and state laws and regulations.  FPL again moved to dismiss the strict liability claim and moved to dismiss all negligence claims that are not based on the duty that the court has recognized governs this action.  The court granted FPL's motion.  FPL has answered the one count in the amended complaint that is based on that duty, denying any liability.  Plaintiffs had also moved to vacate or modify the court's order establishing the duty owed.  The court denied plaintiffs' motion.  Plaintiffs moved to amend their amended complaint to add as defendants the alleged manufacturers of the fuel rods and cladding purportedly utilized in the operation of the St. Lucie plant, and the motion was denied.  Discovery is proceeding.

In 2003, Pedro C. and Emilia Roig brought an action on behalf of themselves and their son, Pedro Anthony Roig, in the Circuit Court of the 11^th Judicial Circuit in and for Miami-Dade County, Florida (the state court), which was removed in October 2003 to the U.S. District Court for the Southern District of Florida, against Aventis Pasteur and a number of other named and unnamed drug manufacturing and distribution companies and FPL, alleging that their son has suffered toxic neurological effects from mercury poisoning.  The sources of mercury exposure are alleged to be vaccines containing a preservative called thimerosal that were allegedly manufactured and distributed by the drug companies, mercury amalgam dental fillings, and emissions from FPL power plants in southeast Florida.  The complaint includes counts against all defendants for civil battery and against FPL for alleged negligence in operating the plants such that the son was exposed to mercury and other heavy metals em issions.  The damages demanded from FPL are for injuries and losses allegedly suffered by the son as a result of his exposure to the plants' mercury emissions and the parents' alleged pain and suffering, medical expenses, loss of wages, and loss of their son's services and companionship.  No amount of damages is specified.  The U.S. District Court remanded the action back to the state court.  The drug manufacturing and distribution companies have moved to dismiss the action.  Plaintiffs and FPL have agreed that FPL will not respond to the complaint until the state court rules on those motions.

In 2003, Edward and Janis Shiflett brought an action on behalf of themselves and their son, Phillip Benjamin Shiflett, in the Circuit Court of the 18^th Judicial Circuit in and for Brevard County, Florida (the state court), which was removed in January 2004 to the U.S. District Court for the Middle District of Florida, against Aventis Pasteur and a number of other named and unnamed drug manufacturing and distribution companies, FPL and the Orlando Utilities Commission, alleging that their son has suffered toxic neurological effects from mercury poisoning.  The allegations, counts and damages demanded in the complaint with respect to FPL are virtually identical to those contained in the Roig lawsuit described above.  FPL's motion to dismiss the complaint was denied.  The U.S. District Court subsequently remanded the action back to the state court.  All parties anticipate that the drug manufacturing and distribution companies will move to dismiss the action.&nb sp; Plaintiffs and FPL have agreed that FPL will not respond to the complaint until the state court rules on those motions.

FPL determined in 2002 that, based on sample testing of the approximately 3,900 1V thermal demand meters in service, the demand component of its 1V meter population was exceeding allowable tolerance levels established by FPSC rules.  In 2002, FPL proposed to replace and test all of the 1V meters in service and to issue refunds, as appropriate, within certain parameters.  FPL was given administrative approval from the FPSC staff to proceed with the replacement of the 1V meters.  By early 2003, all 1V meters had been replaced.  Testing of all 1V meters disclosed that approximately 15% of the 3,900 meters were outside of allowed tolerances, with 10% under-registering and 5% over-registering electricity usage.  In November 2003, the FPSC, as proposed agency action, approved a method for testing the meters and calculating refunds.  On December 10, 2003, Southeastern Utility Services, Inc., on behalf of several commercial customers, filed a protest to the proposed agency action and requested a hearing.  Southeastern Utility Services, Inc. alleges that, among other things, the proposed method for computing the amount of the refund is flawed.  A final hearing before the FPSC occurred on November 4, 2004.  Final briefs were filed by the parties on December 16, 2004.  At its February 1, 2005 agenda meeting, the FPSC concluded that no refunds were due relative to the 11 meters in question for any period in excess of 12 months.  Southeastern Utility Services, Inc. had argued for multi-year refunds.  Based on the FPSC's decision, FPL expects that aggregate refunds to these complainants will not exceed $50,000.  Southeastern Utility Services, Inc. moved the FPSC for partial reconsideration on the issues of the interest rate to be used in calculating the refunds and how meters are to be tested in the future.  The FPSC denied that motion in October 2005.

In October 2004, TXU Portfolio Management Company (TXU) served FPL Energy Pecos Wind I, LP, FPL Energy Pecos Wind I GP, LLC, FPL Energy Pecos Wind II, LP, FPL Energy Pecos Wind II GP, LLC and Indian Mesa Wind Farm, LP (FPL Energy Affiliates) as defendants in a civil action filed in the District Court in Dallas County, Texas.  The petition alleges that the FPL Energy Affiliates had a contractual obligation to produce and sell to TXU a minimum quantity of energy each year and that the FPL Energy Affiliates failed to meet this obligation.  The plaintiff has asserted claims for breach of contract and declaratory judgment and seeks damages of approximately $21 million.  The FPL Energy Affiliates filed their answer and counterclaim in November 2004, denying the allegations.  The counterclaim asserts claims for conversion, breach of fiduciary duty, breach of contract and fraud and seeks termination of the contract and damages.  The c ase is in discovery and has been set for trial in March 2006.

In addition to those legal proceedings discussed above, FPL Group and its subsidiaries, including FPL, are involved in a number of other legal proceedings and claims in the ordinary course of their businesses.  In addition, generating plants in which FPL Group or FPL have an ownership interest are involved in legal proceedings and claims, the liabilities from which, if any, would be shared by FPL Group or FPL.  

FPL Group and FPL believe that they have meritorious defenses to all the pending litigation and proceedings discussed above under the heading Litigation and are vigorously defending the lawsuits.  While management is unable to predict with certainty the outcome of the legal proceedings and claims discussed or described herein, based on current knowledge it is not expected that their ultimate resolution, individually or collectively, will have a material adverse effect on the financial statements.  

11.  Segment Information

FPL Group's reportable segments include FPL, a rate-regulated utility, and FPL Energy, a predominately wholesale generation subsidiary.  Corporate and Other represents other business activities, other segments that are not separately reportable and eliminating entries.  FPL Group's segment information is as follows:

	Three Months Ended September 30,
	2005										2004
	FPL		FPL Energy(a)(b)			Corporate & Other			Total		FPL		FPL Energy(a)		Corporate & Other				Total
	(millions)
Operating revenues	$	2,891		$	592	$	21		$	3,504	$	2,485	$	477		$	21			$	2,983
Operating expenses	$	2,340		$	583	$	22		$	2,945	$	2,019	$	420		$	21			$	2,460
Net income (loss) (c)	$	311		$	44	$	(16	)	$	339	$	275	$	61		$	(16	)		$	320

	Nine Months Ended September 30,
	2005										2004
	FPL		FPL Energy(a)(b)			Corporate & Other			Total		FPL		FPL Energy(a)		Corporate & Other				Total
	(millions)
Operating revenues	$	7,230		$	1,384	$	68		$	8,682	$	6,600	$	1,272		$	61			$	7,933
Operating expenses	$	6,136		$	1,366	$	68		$	7,570	$	5,579	$	1,070		$	66			$	6,715
Net income (loss) (c)	$	624		$	102	$	(47	)	$	679	$	585	$	183		$	(53	)		$	715

		September 30, 2005									December 31, 2004
		FPL		FPL Energy(b)			Corporate & Other		Total		FPL		FPL Energy		Corporate & Other		Total
		(millions)
Total assets		$	23,199		$	9,731	$	714	$	33,644	$	19,114	$	8,507	$	712	$	28,333
_____________________
(a)	FPL Energy's interest charges are based on a deemed capital structure of 50% debt for operating projects and 100% debt for projects under construction. Residual non-utility interest charges are included in Corporate and Other.
(b)	Reflects financial results of Gexa since date of acquisition (June 17, 2005).
(c)	See Note 7.  FPL Group's subsidiaries recognize income tax expense/benefits in accordance with their tax sharing agreement with FPL Group.

12.  Summarized Financial Information of FPL Group Capital

FPL Group Capital, a 100% owned subsidiary of FPL Group, provides funding for and holds ownership interests in substantially all of FPL Group's operating subsidiaries other than FPL.  Most of FPL Group Capital's debt and payment guarantees, including its debentures, are fully and unconditionally guaranteed by FPL Group.  Condensed consolidating financial information is as follows:

Condensed Consolidating Statements of Income

	Three Months Ended September 30,
	2005													2004
	FPL Group			FPL Group Capital			Other(a)			FPL Group Consolidated				FPL Group			FPL Group Capital			Other(a)			FPL Group Consolidated
	(millions)
																				.
Operating revenues	$	-		$	616		$	2,888			$	3,504		$	-		$	498		$	2,485			$	2,983
Operating expenses		-			(608	)		(2,337	)			(2,945	)		-			(441	)		(2,019	)			(2,460	)
Interest charges		(6	)		(92	)		(52	)			(150	)		(7	)		(76	)		(39	)			(122	)
Other income (deductions) - net		346			88			(351	)			83			325			59			(322	)			62
Income before income taxes		340			4			148				492			318			40			105				463
Income tax (benefit) expense		1			(30	)		182				153			(2	)		(9	)		154				143
Net income (loss)	$	339		$	34		$	(34	)		$	339		$	320		$	49		$	(49	)		$	320

		Nine Months Ended September 30,
		2005													2004
		FPL Group			FPL Group Capital			Other(a)			FPL Group Consolidated				FPL Group			FPL Group Capital			Other(a)			FPL Group Consolidated
		(millions)
Operating revenues		$	-		$	1,455		$	7,227			$	8,682		$	-		$	1,334		$	6,599			$	7,933
Operating expenses			-			(1,437	)		(6,133	)			(7,570	)		-			(1,137	)		(5,578	)			(6,715	)
Interest charges			(19	)		(269	)		(140	)			(428	)		(21	)		(230	)		(117	)			(368	)
Other income (deductions) - net			697			211			(684	)			224			732			125			(726	)			131
Income (loss) before income taxes			678			(40	)		270				908			711			92			178				981
Income tax expense (benefit)			(1	)		(111	)		341				229			(4	)		(48	)		318				266
Net income (loss)		$	679		$	71		$	(71	)		$	679		$	715		$	140		$	(140	)		$	715
_____________________
(a)	Represents FPL and consolidating adjustments.

Condensed Consolidating Balance Sheets

		September 30, 2005													December 31, 2004
		FPL Group			FPL Group Capital			Other(a)			FPL Group Consolidated				FPL Group			FPL Group Capital				Other(a)			FPL Group Consolidated
		(millions)
PROPERTY, PLANT AND EQUIPMENT
Electric utility plant in service and other property		$	-		$	8,726		$	24,291			$	33,017		$	-		$	8,204		$		23,516			$	31,720
Less accumulated depreciation and amortization			-			(1,273	)		(9,602	)			(10,875	)		-			(1,026	)			(9,468	)			(10,494	)
Total property, plant and equipment - net			-			7,453			14,689				22,142			-			7,178				14,048				21,226
CURRENT ASSETS
Cash and cash equivalents			5			153			944				1,102			26			134				65				225
Receivables			11			931			885				1,827			32			423				590				1,045
Other			136			658			2,308				3,102			137			285				835				1,257
Total current assets			152			1,742			4,137				6,031			195			842				1,490				2,527
OTHER ASSETS
Investment in subsidiaries			8,536			-			(8,536	)			-			7,674			-				(7,674	)			-
Other			100			1,525			3,846				5,471			121			1,448				3,011				4,580
Total other assets			8,636			1,525			(4,690	)			5,471			7,795			1,448				(4,663	)			4,580
TOTAL ASSETS		$	8,788		$	10,720		$	14,136			$	33,644		$	7,990		$	9,468		$		10,875			$	28,333
CAPITALIZATION
Common shareholders' equity		$	8,397		$	1,922		$	(1,922	)		$	8,397		$	7,537		$	1,525		$		(1,525	)		$	7,537
Long-term debt			-			4,516			3,271				7,787			-			5,214				2,813				8,027
Total capitalization			8,397			6,438			1,349				16,184			7,537			6,739				1,288				15,564
CURRENT LIABILITIES
Accounts payable and short-term debt			-			378			1,040				1,418			-			156				1,098				1,254
Other			124			2,250			4,171				6,545			155			1,180				1,659				2,994
Total current liabilities			124			2,628			5,211				7,963			155			1,336				2,757				4,248
OTHER LIABILITIES AND DEFERRED CREDITS
Asset retirement obligations			-			207			2,098				2,305			-			192				2,015				2,207
Accumulated deferred income taxes			(5	)		721			2,187				2,903			(5	)		816				1,874				2,685
Regulatory liabilities			-			-			2,714				2,714			-			-				2,465				2,465
Other			272			726			577				1,575			303			385				476				1,164
Total other liabilities and deferred credits			267			1,654			7,576				9,497			298			1,393				6,830				8,521
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES		$	8,788		$	10,720		$	14,136			$	33,644		$	7,990		$	9,468		$		10,875			$	28,333
_____________________
(a)	Represents FPL and consolidating adjustments.

Condensed Consolidating Statements of Cash Flows

		Nine Months Ended September 30,
		2005													2004
		FPL Group			FPL Group Capital			Other(a)			FPL Group Consolidated				FPL Group			FPL Group Capital			Other(a)			FPL Group Consolidated
		(millions)
NET CASH PROVIDED BY OPERATING ACTIVITIES		$	156		$	291		$	2,069			$	2,516		$	327		$	864		$	1,121			$	2,312
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures and independent power
investments			-			(680	)		(1,214	)			(1,894	)		-			(321	)		(1,055	)			(1,376	)
Sale of independent power investments			-			16			-				16			-			93			-				93
Loan repayments and capital distributions
from equity method investees			-			126			-				126			-			5			-				5
Sale of Olympus note receivable			-			-			-				-			-			126			-				126
Funding of secured loan			-			(43	)		-				(43	)		-			(79	)		-				(79	)
Proceeds from termination of leveraged lease			-			43			-				43			-			-			-				-
Other -net			(399	)		(20	)		306				(113	)		(29	)		(16	)		(95	)			(140	)
Net cash used in investing activities			(399	)		(558	)		(908	)			(1,865	)		(29	)		(192	)		(1,150	)			(1,371	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt			-			505			588				1,093			-			322			235				557
Retirements of long-term debt			-			(695	)		-				(695	)		-			(410	)		-				(410	)
Retirements of preferred stock			-			-			(5	)			(5	)		-			-			-				-
Net change in short-term debt			-			26			(441	)			(415	)		-			(284	)		(173	)			(457	)
Issuances of common stock			633			-			-				633			63			-			-				63
Dividends on common stock			(407	)		-			-				(407	)		(345	)		-			-				(345	)
Other -net			(4	)		450			(424	)			22			(37	)		(4	)		14				(27	)
Net cash provided by (used in) financing activities			222			286			(282	)			226			(319	)		(376	)		76				(619	)
Net increase (decrease) in cash and cash equivalents			(21	)		19			879				877			(21	)		296			47				322
Cash and cash equivalents at beginning of period			26			134			65				225			27			98			4				129
Cash and cash equivalents at end of period		$	5		$	153		$	944			$	1,102		$	6		$	394		$	51			$	451
_____________________
(a)	Represents FPL and consolidating adjustments.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) appearing in the 2004 Form 10-K for FPL Group and FPL.  The results of operations for an interim period generally will not give a true indication of results for the year.  In the following discussion, all comparisons are with the corresponding items in the prior year.

Results of Operations

Summary - FPL Group's net income for the third quarter of 2005 was $339 million compared to $320 million for the same period in 2004.  For the nine months ended September 30, 2005, FPL Group's net income was $679 million compared to $715 million for the same period in 2004.  Net income for the three and nine months ended September 30, 2005 includes unrealized mark-to-market after-tax losses at FPL Energy of $56 million and $139 million, respectively, from non-qualifying hedge activity compared to unrealized mark-to-market after-tax losses at FPL Energy of $6 million and $2 million for the respective periods in 2004.  Unrealized mark-to-market gains/losses are affected by fluctuations in forward power and fuel prices.  The unrealized gains (losses) will be reversed in future periods when the underlying transactions are realized.  The increase in unrealized mark-to-market losses associated with non-qualifying hedge activi ty for the three- and nine-month periods ended September 30, 2005 is primarily attributable to increased forward power and natural gas prices, as well as the reversal of previously recognized unrealized mark-to-market gains as the underlying transactions were realized during these periods.  The loss in the non-qualifying hedge category is offset by increases in the fair value of physical asset positions in the portfolio, which are not marked to market under generally accepted accounting principles.  The same factors that affected the decline in value of the hedges in general also increase the future value of nearly all of FPL Energy's merchant assets.  See Note 11 for segment information.  FPL Group's effective income tax rate for all periods presented reflects the benefit of PTCs for wind projects at FPL Energy.  PTCs are recognized as wind energy is generated based on a per kilowatt-hour rate prescribed in applicable federal and state statutes, and amounted to approximately $31 million and $94 million for the three and nine months ended September 30, 2005, respectively, and $24 million and $83 million for the comparable periods in 2004.  PTCs can significantly affect FPL Group's effective tax rate depending on the amount of pre-tax income and wind generation.  See Note 7.

FPL Group's management uses earnings excluding the unrealized mark-to-market effect of non-qualifying hedges (adjusted earnings) internally for financial planning, for analysis of performance, for reporting of results to the board of directors and for FPL Group's employee incentive compensation plan.  FPL Group also uses adjusted earnings when communicating its earnings outlook to analysts and investors.  FPL Group's management believes adjusted earnings provide a more meaningful representation of the company's fundamental earnings power.  Although the excluded amounts are properly included in the determination of net income in accordance with generally accepted accounting principles, both the size and nature of such items make period to period comparisons of operations difficult and potentially confusing.

FPL - FPL's net income available to FPL Group for the three months ended September 30, 2005 was $311 million compared to $275 million for the same period in 2004.  The effect of improved weather conditions, including reduced storm activity, and strong customer growth were the primary contributors to the increase in FPL's net income during the three months ended September 30, 2005, partly offset by increased depreciation and amortization and operations and maintenance (O&M) expenses.  Hurricanes Dennis, Katrina and Rita, which struck FPL's service territory in the third quarter of 2005, resulted in lost revenues of approximately $10 million during the three months ended September 30, 2005 as compared to $36 million for the 2004 hurricanes for the comparable prior year period.  For the nine months ended September 30, 2005, FPL's net income available to FPL Group was $624 million compared to $585 million for the same period in 2004 .  The effect of strong customer growth and improved weather conditions during the nine months ended September 30, 2005 was partly offset by increased depreciation and amortization and O&M expenses and higher interest charges.  In October 2005, Hurricane Wilma passed through southern and central Florida causing extensive damage and power outages, particularly in the southeast portion of FPL's service territory.  The costs and earnings impact associated with Hurricane Wilma are unknown at this time.  See Note 6 - Storm Reserve Deficiency.

FPL's operating revenues consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
	(millions)
Retail base revenues	$	1,139	$	1,028	$	2,830	$	2,708
Cost recovery clauses and other pass-through costs		1,695		1,412		4,246		3,755
Other, primarily gas and wholesale sales		57		45		154		137
Total	$	2,891	$	2,485	$	7,230	$	6,600

The increase in retail base revenues for the three months ended September 30, 2005 was primarily due to an increase in usage per retail customer as well as an increase in the average number of customer accounts.  An 8.2% increase in usage per retail customer, primarily due to warmer than normal weather, resulted in an increase in revenues from retail base operations of approximately $86 million.  The increase in usage per retail customer also reflected less severe hurricane impact in the current period as compared to the prior year period as discussed above.  The balance of the increase, or $25 million, was primarily due to a 2.3% increase in the number of retail customer accounts.

The increase in retail base revenues for the nine months ended September 30, 2005 was primarily due to an increase in the number of customer accounts and an increase in usage per retail customer.  A 2.3% increase in the average number of customer accounts during the nine months ended September 30, 2005 increased revenues from retail base operations by approximately $62 million while the balance of the increase, or $60 million, was primarily due to a 2.0% increase in usage per retail customer.  The majority of the growth in usage was due to the effects of improved weather conditions including reduced impact of severe weather related to hurricanes as compared to the prior year.  Warmer weather during the three months ended September 30, 2005 more than offset the shortfall in revenues experienced by milder than normal weather conditions during the first two quarters of 2005.

In August 2005, FPL and all of the intervenors in its rate case filing signed a stipulation and settlement agreement regarding FPL's retail base rates, which was subsequently approved by the FPSC.  The 2005 rate agreement will be in effect through December 31, 2009, and thereafter shall remain in effect until terminated on the date new retail base rates become effective pursuant to an FPSC order.  The 2005 rate agreement provides that retail base rates will not increase during the term of the agreement except to allow recovery of the revenue requirements of any power plant approved pursuant to the Florida Power Plant Siting Act that achieves commercial operation during the term of the 2005 rate agreement.  The 2005 rate agreement also continues the revenue sharing mechanism in FPL's current rate agreement, whereby revenues from retail base operations in excess of certain thresholds will be shared with customers on the basis of two-thirds refunded to customers and one-third retai ned by FPL.  Revenues from retail base operations in excess of a second, higher threshold will be refunded 100% to customers.  See further discussion in Note 6 - 2005 Rate Agreement.

Revenues from cost recovery clauses and other pass-through costs, such as franchise fees and revenue taxes, do not significantly affect net income; however, under- or over-recovery of such costs can significantly affect FPL Group's and FPL's operating cash flows.  Fluctuations in these revenues, as well as in fuel, purchased power and interchange expense are primarily driven by changes in energy sales, fuel prices and capacity charges.  In February 2005, FPL began recovering 2004 storm restoration costs from retail customers.  The amounts billed to customers related to these storm restoration cost recoveries, which amounted to $56 million and $119 million for the three and nine months ended September 30, 2005, respectively, are included in the cost recovery clauses and other pass-through costs caption above; the corresponding expense for the amortization of the storm reserve deficiency is shown as a separate line on the condensed consolidated statements of income.  For further discussion, see Note 6 - Storm Reserve Deficiency.  In addition to these revenues, revenues from cost recovery clauses and other pass-through costs increased as a result of additional fuel clause revenues due to an increase of approximately 6% in the fuel clause recovery factor effective January 1, 2005 in response to higher fuel prices.  The effect of higher fuel prices also resulted in a $552 million increase in deferred fuel expenses which is included in deferred clause and franchise expenses (current and noncurrent, collectively) on FPL Group's and FPL's condensed consolidated balance sheets at September 30, 2005, and negatively affected FPL Group's and FPL's cash flows from operations for the nine months ended September 30, 2005.  

FPL's O&M expenses for the three and nine months ended September 30, 2005 increased primarily due to higher employee benefits expenses, nuclear maintenance costs and property and liability insurance costs.  Increased employee benefit expenses are primarily associated with the absence of a pension transition credit that was fully amortized by the end of 2004 and higher employee costs.  Management expects to see a continued upward trend in nuclear and fossil maintenance and employee benefit expenses for the remainder of 2005.  In conjunction with an NRC order, FPL has performed visual and volumetric inspections of its nuclear units' reactor vessel heads during their scheduled refueling outages since October 2002.  The inspections at St. Lucie Unit No. 2 revealed control rod drive mechanism (CRDM) nozzles with cracks, which were repaired during the outages in 2003 and in January 2005.  It is anticipated that additional CRDM nozzle repairs will be needed at S t. Lucie Unit No. 2's next outage currently scheduled for the spring of 2006.  During the fall of 2004 and the spring of 2005, FPL replaced the reactor vessel heads at Turkey Point Units Nos. 3 and 4, respectively.  FPL will replace the reactor vessel head at St. Lucie Unit No. 1 during its fall 2005 outage, which it expects to complete in December 2005.  In January 2005, FPL received permission from the NRC to plug up to 30% of St. Lucie Unit No. 2's steam generator tubes.  To date, 18.9% of these tubes have been plugged.  Current projections indicate that the 30% tube plugging limit could be exceeded during St. Lucie Unit No. 2's next scheduled refueling outage in the spring of 2006.  FPL is planning to repair any tubes exceeding the 30% tube plugging limit by sleeving the degraded tubes and has requested NRC approval to sleeve degraded tubes as an alternative to plugging.  Sleeving degraded tubes is a more expensive process than pluggin g and, depending on the number of tubes that need to be sleeved, could significantly increase the length of the outage.  In October 2005, FPL requested recovery through the fuel clause for approximately $25 million in costs associated with the sleeving project.  The FPSC is expected to rule on FPL's request in November 2005.  FPL intends to replace the reactor vessel head and steam generators at St. Lucie Unit No. 2 during its fall 2007 scheduled refueling outage.  At September 30, 2005, the remaining cost, including AFUDC, to replace the reactor vessel heads at St. Lucie Units Nos. 1 and 2 and the steam generators at St. Lucie Unit No. 2 is expected to be approximately $310 million and is included in FPL's estimated capital expenditures.  See Note 10 - Commitments.  The cost of performing inspections and any necessary repairs to the reactor vessel heads until they are replaced is being recognized as expense on a levelized basis over a five-year per iod beginning in 2002, as authorized by the FPSC, and amounted to approximately $6 million and $2 million for the three months ended September 30, 2005 and 2004, respectively and approximately $11 million and $8 million for the nine months ended September 30, 2005 and 2004, respectively.

In conjunction with a 2004 NRC bulletin, FPL must perform inspections of all alloy 600 and weld materials in pressurizer locations and connected steam space piping.  To date, no leaks have been identified based on inspections at St. Lucie Units Nos. 1 and 2.  Due to the amount of time and cost associated with correcting potential leaks, FPL will replace St. Lucie Unit No. 1's pressurizer during its fall 2005 outage.  The estimated cost to replace St. Lucie Unit No. 1's pressurizer is included in FPL's estimated capital expenditures.  See Note 10 - Commitments.  FPL has decided to repair St. Lucie Unit No. 2's pressurizer heater sleeve and other penetrations during its scheduled refueling and steam generator and reactor vessel head replacement outage in the fall of 2007.  The estimated cost is included in FPL's estimated capital expenditures.  See Note 10 - Commitments.  All pressurizer penetr ations and welds at Turkey Point Units Nos. 3 and 4 utilize a different material.

Depreciation and amortization expense increased for the three and nine months ended September 30, 2005 primarily due to FPL's continued investment in transmission and distribution expansion to support customer growth and demand, and the addition of two new generating units at its existing power plant sites in Martin and Manatee, which became operational on June 30, 2005.  FPL expects to place an additional 1,150 mw plant into service at its Turkey Point site by mid-2007.  The increase in depreciation and amortization expense for the three and nine months ended September 30, 2005 was partially offset by the suspension, in September 2005, of FPL's nuclear decommissioning accrual which totaled approximately $79 million annually.   See Note 6 - 2005 Rate Agreement.

Interest charges increased for the three and nine months ended September 30, 2005 due to both higher average debt balances and higher average interest rates.

FPL Energy - FPL Energy's net income for the quarter ended September 30, 2005 was $44 million compared to $61 million for the comparable period in 2004.  Net income for the nine months ended September 30, 2005 was $102 million compared to $183 million for the same period in 2004.  During the third quarter of 2005, FPL Energy recorded $56 million of after-tax net unrealized mark-to-market losses from non-qualifying hedges compared to losses of $6 million in the same period of 2004.  During the nine months ended September 30, 2005, FPL Energy recorded $139 million of after-tax net unrealized mark-to-market losses from non-qualifying hedges compared to losses of $2 million in the same period of 2004.  For further discussion of derivative instruments, see Note 2.

FPL Energy added over 1,200 mw of gas-fired, wind, and solar generation during or after the fourth quarter of 2004 and completed the acquisition of Gexa, a retail electric provider in Texas, in mid-June 2005.  The net affect of these additions resulted in an increase to third quarter net income of approximately $17 million.  FPL Energy's operating revenues for the third quarter of 2005 increased by $115 million primarily due to project additions as well as improved market conditions in the Electric Reliability Council of Texas (ERCOT) and New England Power Pool (NEPOOL) regions partially offset by higher unrealized mark-to-market losses from non-qualifying hedge activity.  FPL Energy's operating expenses increased $163 million primarily driven by higher fuel costs and project additions partially offset by higher unrealized mark-to-market gains from non-qualifying hedge activity.

Equity in earnings of equity method investees for the quarter ended September 30, 2005 increased $19 million from the prior year quarter primarily due to the positive effects on operating results of prior contract restructuring activities and higher net unrealized mark-to-market gains from non-qualifying hedge activity of approximately $10 million.

FPL Energy's net income for the third quarter of 2005 also reflected higher interest expense of approximately $11 million associated with increased average debt balances due to growth in its asset base as well as an increase in average interest rates compared with the same period in 2004.  PTCs from FPL Energy's wind projects are reflected in FPL Energy's earnings.  PTCs are recognized as wind energy is generated based on a per kilowatt-hour rate prescribed in applicable federal and state statutes, and amounted to $31 million and $24 million for the three months ended September 30, 2005 and 2004, respectively.

FPL Energy's net income for the nine months ended September 30, 2005 increased due to the project additions discussed above which contributed $17 million of the increase compared to the same period in 2004.  In the first nine months of 2005, FPL Energy's operating revenues increased $112 million primarily due to project additions as well as improved market conditions in the ERCOT and NEPOOL regions, partially offset by higher unrealized mark-to-market losses from non-qualifying hedge activity.  FPL Energy's operating expenses increased $296 million primarily driven by higher fuel costs and project additions partially offset by higher unrealized mark-to-market gains from non-qualifying hedge activity.

Equity in earnings of equity method investees for the nine months ended September 30, 2005 increased $27 million from the prior year period primarily due to the ongoing positive effects on operating results of prior contract restructurings, a $13 million gain on a contract restructuring that occurred in the first quarter of 2005, and the effects of project additions discussed above.  In addition, equity in earnings of equity method investees in 2005 reflects lower unrealized mark-to-market gains from non-qualifying hedge activity of approximately $9 million.  During the first quarter of 2004, FPL Energy recorded a $52 million gain on the termination of a gas supply contract and a steam agreement which was essentially offset by an impairment loss recorded as a result of agreeing to sell its interest in a combined-cycle power plant in Texas.

FPL Energy's net income for the first nine months of 2005 also reflected higher interest expense of approximately $29 million associated with increased average debt balances due to growth in its asset base as well as an increase in average interest rates compared with the same period in 2004.  In addition, other - net in FPL Group's condensed consolidated statements of income includes $16 million of pre-tax gains on the sale of joint venture projects in California and a $12 million pre-tax benefit associated with obtaining an additional partnership interest in a coal plant in California.  PTCs amounted to $94 million and $83 million for the nine months ended September 30, 2005 and 2004, respectively.

FPL Energy's earnings are subject to variability due to, among other things, operational performance, commodity price exposure, counterparty performance, weather conditions and project restructuring activities.  FPL Energy's exposure to commodity price risk is reduced by the degree of contract coverage obtained for the remainder of 2005 and for 2006 and 2007.  As of September 30, 2005, FPL Energy's capacity under contract for the remainder of 2005 and for 2006 and 2007 is as follows:

		Remainder of 2005					2006					2007
Project Portfolio Category		Available MW (a)		% MW Under Contract			Available MW (a)		% MW Under Contract			Available MW (a)		% MW Under Contract
Wind			3,024	99	%	(b)		3,098	98	%	(b)		3,097	98	%	(b)
Contracted(c)			2,217	99	%	(b)		2,465	99	%	(b)		2,465	99	%	(b)
Merchant: (d)
NEPOOL			2,217	92	%	(e)		2,281	68	%	(e)		2,454	38	%	(e)
ERCOT			2,585	90	%	(e)		2,559	88	%	(e)		2,619	22	%	(e)
All Other			1,216	50	%	(e)		1,417	30	%	(e)		1,372	18	%	(e)
Total portfolio(f)			11,258	90	%	(e)		11,819	82	%	(e)		12,006	60	%	(e)
_____________________
(a)	Weighted to reflect in-service dates, planned maintenance, Seabrook's refueling outage and power uprate in 2006, Duane Arnold's refueling outage in 2007 and expected production from renewable resource assets.  Includes the pending acquisition of a 70% interest in the Duane Arnold Energy Center.
(b)	Reflects round-the-clock mw under contract.
(c)	Includes all projects with mid- to long-term purchase power contracts for substantially all of their output.
(d)	Includes only those facilities that require active hedging.
(e)	Represents on-peak mw under contract.
(f)	Totals may not add due to rounding.

FPL Energy expects its future capacity growth to come primarily from asset acquisitions and wind development due to the extension of the production tax credit program through 2007 for new wind facilities.  FPL Energy expects to add a total of 521 mw of wind generation by the end of 2005 or early 2006, including over 400 mw in operation as of October 31, 2005 with the remaining megawatts currently under construction.  During the first ten months of 2005, FPL Energy began commercial operation of two wind facilities in Texas totaling 312 mw, a wind facility in Oklahoma totaling 107 mw and purchased a 45% ownership interest, or approximately 68 mw, in several solar projects in California.  FPL Energy plans to add a combined total of 1,250 to 1,500 mw of new wind generation in 2006 and 2007.

In June 2005, FPL Group completed the acquisition of Gexa, a retail energy provider in Texas, which was valued at approximately $81 million, payable in shares of FPL Group common stock.  Since then, the Texas commodity markets have experienced significant price increases, which have led regulators, government officials and other interested parties to call for changes in the structure of the Texas retail market.  FPL Group is unable to predict whether changes will occur, but any such changes could affect Gexa's ability to sign on new customers and retain existing customers.  FPL Group will continue to monitor these events.

In July 2005, FPL Energy entered into an agreement to buy a 70% interest in the Duane Arnold Energy Center, a 598 mw nuclear power plant located near Cedar Rapids, Iowa, from Interstate Power and Light Company (IP&L), a subsidiary of Alliant Energy Corporation.  Under the terms of the agreement, FPL Energy will purchase IP&L's 70% interest in Duane Arnold Energy Center, including nuclear fuel, inventory and other items for a total of approximately $387 million.  All of the power from FPL Energy's share of the Duane Arnold Energy Center will be sold under a long-term contract to IP&L at a price of approximately $46 per mwh in 2006, escalating annually to approximately $61 per mwh in 2013.  FPL Energy will assume responsibility for ultimate decommissioning of the facility and will receive approximately $188 million in decommissioning funds at the time of closing.  Also upon closing of the transaction, FPL Energy will assume ma nagement and operation of the Duane Arnold Energy Center.  The transaction is subject to, among other things, the receipt of approvals from various federal and state regulatory agencies and is expected to close by the first quarter of 2006.

Corporate and Other - Corporate and Other is primarily comprised of interest expense, FPL FiberNet and other business activities, as well as corporate interest income and expenses.  Corporate and Other allocates interest charges to FPL Energy based on a deemed capital structure at FPL Energy of 50% debt for operating projects and 100% debt for projects under construction.  Corporate and Other's net loss for the three and nine months ended September 30, 2005 was $16 million and $47 million, respectively, compared to a net loss of $16 million and $53 million for the comparable periods in 2004.  Results for the three and nine months ended September 30, 2005 include gains of approximately $2 million ($1 million after tax) and $9 million ($5 million after tax), respectively, from the sale and termination of leveraged lease agreements, and are included in other - net in FPL Group's condensed consolidated statements of income.  

Liquidity and Capital Resources

FPL Group and its subsidiaries, including FPL, require funds to support and grow their businesses.  These funds are used for working capital, capital expenditures, investments in or acquisitions of assets and businesses, to pay maturing debt obligations and, from time to time, to redeem outstanding debt and/or repurchase common stock.  It is anticipated that these requirements will be satisfied through a combination of internally generated funds and the issuance, from time to time, of debt and equity securities, consistent with FPL Group's and FPL's objective of maintaining, on a long-term basis, a capital structure that will support a strong investment grade credit rating.  Credit ratings can affect FPL Group's, FPL's and FPL Group Capital's ability to obtain short- and long-term financing, the cost of such financing and the execution of their respective financing strategies.  

FPL Group's cash flows from operating activities for the nine months ended September 30, 2005 reflect the receipt of cash collateral primarily from FPL's counterparties related to energy contracts (margin cash deposits), under-recovered fuel costs at FPL caused primarily by higher than anticipated fuel costs, the payment of 2004 and 2005 storm restoration costs and recoveries from customers of a portion of the 2004 storm restoration costs.  See Note 6 - Storm Reserve Deficiency.  The cash collateral amounts associated with energy contracts can vary from time to time based on, among other things, commodity price market movements of the underlying contracts and totaled approximately $782 million ($739 million for FPL) at October 31, 2005.

During the nine months ended September 30, 2005, FPL Group generated proceeds of approximately $1.8 billion from financing activities and redeemed, had mature or made principal payments on debt and preferred stock totaling approximately $700 million.  The proceeds from financing activities included approximately $575 million from the sale of FPL Group common stock related to the Corporate Units issued in February 2002, the issuance of $600 million in first mortgage bonds at FPL, approximately $516 million from both the issuance of limited-recourse senior secured bonds and draws on a construction revolver by FPL Energy subsidiaries, and the issuance of approximately $59 million in common stock by FPL Group related to the exercise of stock options and warrants.  Redemptions, maturities and principal payments during the nine months ended September 30, 2005 included the redemption of FPL preferred stock, a redemption of approximately $5 million in 7.35% bonds at FPL Group Capital, maturity of $600 million in debentures at FPL Group Capital and principal payments of approximately $90 million at FPL Energy.  During the nine months ended September 30, 2005, an FPL Energy subsidiary also entered into an interest rate swap agreement.  See further discussion in Note 8 - Long-term Debt.

In October 2005, FPL Group Capital received $218 million, plus interest, in full payment of a secured loan made to a third party, which at September 30, 2005 was included in other receivables on FPL Group's condensed consolidated balance sheets.

The following provides various metrics regarding FPL Group's (including FPL's) and FPL's outstanding debt:

		FPL Group				FPL
		September 30, 2005		December 31, 2004		September 30, 2005		December 31, 2004
Weighted-average annual interest rate (a)		5.8	%	5.4	%	5.1	%	4.9	%
Weighted-average life (years)		10.2		8.7		17.6		14.3
Annual average of floating rate debt to total debt (a)		36	%	31	%	41	%	34	%
_____________________
(a)	Calculations include interest rate swaps.

In June 2005, a wholly-owned subsidiary of FPL Group completed the acquisition of Gexa, a retail electric provider in Texas serving approximately 1,000 mw of peak load to over 125,000 small commercial and residential customers.  Each share of Gexa's outstanding common stock was converted into 0.1682 of a share of FPL Group common stock.  Assuming the exercise of Gexa options and warrants net of cash to be received upon exercise, the aggregate value of the consideration for the acquisition of Gexa was approximately $81 million, payable in shares of FPL Group common stock.  See Note 8 - Common Stock.

FPL Group's commitments at September 30, 2005 were as follows:

		2005		2006		2007		2008		2009		Thereafter				Total
		(millions)
Long-term debt, including interest: (a)
FPL		$	569	$	301	$	165	$	359	$	371		$	5,767	$		7,532
FPL Energy			65		270		575		515		175			1,332			2,932
Corporate and Other			60		1,316		1,189		577		666			932			4,740
Corporate Units			4		2		-		-		-			-			6
Purchase obligations:
FPL (b)			2,180		4,390		2,975		2,440		2,340			7,940			22,265
FPL Energy (c)			167		806		78		55		54			779			1,939
Asset retirement activities: (d)
FPL (e)			-		-		-		-		-			7,056			7,056
FPL Energy (f)			-		-		-		-		-			1,627			1,627
Total		$	3,045	$	7,085	$	4,982	$	3,946	$	3,606		$	25,433	$		48,097
_____________________
(a)	Includes principal, interest and interest rate swaps.  Variable rate interest was computed using September 30, 2005 rates.
(b)	Represents required capacity and minimum payments under long-term purchased power and fuel contracts, the majority of which is recoverable through various cost recovery clauses (see Note 10 - Contracts), and projected capital expenditures through 2009 to meet increased electricity usage and customer growth, as well as capital improvements to and maintenance of existing facilities (see Note 10 - Commitments).
(c)	Represents firm commitments primarily in connection with natural gas transportation, supply and storage, firm transmission service, nuclear fuel and a portion of its capital expenditures.  The 2006 amount also includes $387 million associated with the pending acquisition of the Duane Arnold Energy Center.  See Note 10 - Commitments and Contracts.
(d)	Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.
(e)	At September 30, 2005, FPL had $2,064 million in restricted trust funds for the payment of future expenditures to decommission FPL's nuclear units, which are included in nuclear decommissioning reserve funds.
(f)	At September 30, 2005, FPL Energy's 88.23% portion of Seabrook's restricted trust fund for the payment of future expenditures to decommission Seabrook was $312 million and is included in FPL Group's nuclear decommissioning reserve funds.

FPL Group and FPL obtain letters of credit and issue guarantees to facilitate commercial transactions with third parties and financings.  At September 30, 2005, FPL Group had standby letters of credit of approximately $1,003 million ($16 million for FPL) and approximately $5,188 million notional amount of guarantees ($270 million for FPL), of which approximately $5,476 million ($255 million for FPL) have expirations within the next five years.  These letters of credit and guarantees support the buying and selling of wholesale energy commodities, debt-related reserves and other contractual agreements.  FPL Group and FPL believe it is unlikely that they would be required to perform or otherwise incur any losses associated with these letters of credit and guarantees.  At September 30, 2005, FPL Group and FPL did not have any liabilities recorded for these letters of credit and guarantees.  In addition, FPL Group has guaranteed ce rtain payment obligations of FPL Group Capital, including most of those under FPL Group Capital's debt, including all of its debentures and commercial paper issuances, as well as most of its guarantees, and FPL Group Capital has guaranteed certain debt and other obligations of FPL Energy and its subsidiaries.  See Note 10 - Commitments.

In addition to the above, FPL Energy has guaranteed certain performance obligations of a power plant owned by a wholly-owned subsidiary as part of a power purchase agreement that expires in 2027.  Under this agreement, the subsidiary could incur market-based liquidated damages for failure to meet contractual minimum outputs.  In addition, certain subsidiaries of FPL Energy have contracts that require certain projects to meet annual minimum generation amounts.  Failure to meet the annual minimum generation amounts would result in the FPL Energy subsidiary incurring specified liquidated damages.  Based on past performance of these and similar projects and current forward prices, management believes that the exposure associated with these guarantees is not material.

An FPL Energy subsidiary is committed to purchase oil and gas inventory remaining in certain storage facilities at December 31, 2005 at its weighted-average cost.  At September 30, 2005, the subsidiary's commitment is estimated to be from $0 to approximately $83 million based on a potential range of zero to full fuel storage volumes at the current average forward price of oil and gas.  FPL Energy expects to either purchase the fuel to operate the related plant or negotiate a new fuel management contract.

Bank lines of credit currently available to FPL Group and its subsidiaries, including FPL, are as follows:

FPL (a)			FPL Group Capital			Total		Maturity Date
(millions)
$	500			$	1,000	$	1,500	October 2006
	1,000				1,000		2,000	October 2009 (b)
$	1,500			$	2,000	$	3,500
_____________________
(a)		Excludes a $100 million senior secured revolving credit facility of a consolidated FPL VIE that leases nuclear fuel to FPL.  See below.
(b)		These facilities provide for the issuance of letters of credit of up to $1.5 billion ($750 million for FPL and $750 million for FPL Group Capital).  The issuance of letters of credit is subject to the aggregate commitment under the applicable facility.

These credit facilities are available to support the companies' commercial paper programs and to provide additional liquidity in the event of a transmission and distribution property loss (in the case of FPL), as well as for general corporate purposes.  At September 30, 2005, letters of credit totaling $720 million were outstanding under FPL Group Capital's credit facilities and no amounts were outstanding under FPL's credit facilities.  FPL Group (which guarantees payment of FPL Group Capital credit facilities) is required to maintain a minimum ratio of funded debt to total capitalization under the terms of FPL Group Capital's credit facilities and FPL is required to maintain a minimum ratio of funded debt to total capitalization under the terms of FPL's credit facilities.  At September 30, 2005, FPL Group and FPL were each in compliance with the respective ratio.

In addition, FPL Group Capital and FPL have each established an uncommitted credit facility with a bank to be used for general corporate purposes.  The bank may at its discretion, upon the request of FPL Group Capital or FPL, make a short-term loan or loans to FPL Group Capital or FPL in an aggregate amount determined by the bank, which is subject to change at any time.  The terms of the specific borrowings under the uncommitted credit facilities, including maturity, are set at the time borrowing requests are made by FPL Group Capital or FPL.  At September 30, 2005, there were no amounts outstanding for either FPL Group Capital or FPL under the uncommitted credit facilities.

A consolidated FPL VIE that leases nuclear fuel to FPL has established a $100 million senior secured revolving credit facility, which expires in June 2009, to provide backup support for its commercial paper program.  FPL has provided an unconditional guarantee of the payment obligations of the VIE under the credit facility, which is included in the guarantee discussion above.  At September 30, 2005, the VIE had no outstanding borrowings under the revolving credit facility and had approximately $50 million of commercial paper outstanding.  FPL also provides an unconditional payment guarantee of the VIE's $135 million of 2.34% senior secured notes, maturing in June 2006, which is included in the guarantee discussion above.

At September 30, 2005, FPL Group and FPL Group Capital had $2.0 billion (issuable by either or both of them up to such aggregate amount) of available capacity under shelf registration statements.  Securities that may be issued under the FPL Group and FPL Group Capital shelf registration statements, depending on the registrant, include common stock, stock purchase contracts, stock purchase units, preferred stock, senior debt securities, preferred trust securities and related subordinated debt securities, and guarantees relating to certain of those securities.  This capacity is available for, among other things, new investment opportunities.  At September 30, 2005, FPL had $400 million of available capacity under its shelf registration statement.  Securities that may be issued under FPL's shelf registration statement include preferred stock, first mortgage bonds, preferred trust securities and related subordinated debt securities and guar antees.

In February 2005, FPL Group's board of directors approved a two-for-one stock split of FPL Group's common stock effective March 15, 2005.  FPL Group's authorized common stock increased from 400 million to 800 million shares.  Also in February 2005, FPL Group's board of directors authorized a new common stock repurchase plan of up to 20 million shares of common stock (after giving effect to the 2005 stock split) over an unspecified period and terminated a previous common stock repurchase plan.  At September 30, 2005, no shares had been repurchased under the repurchase plan.

New Accounting Rules and Interpretations

Stock-Based Compensation - Beginning January 1, 2006, FPL Group will be required to adopt FAS 123(R), "Share-Based Payment."  The statement requires costs related to share-based payment transactions to be recognized in the financial statements based on grant-date fair value.  Because FPL Group adopted the fair value recognition provisions of FAS 123, "Accounting for Stock-Based Compensation," on January 1, 2004, the adoption of FAS 123(R) is not expected to have a significant financial statement impact for the year ended December 31, 2006.

Accounting for Conditional Asset Retirement Obligations - In March 2005, the FASB issued FIN 47, "Accounting for Conditional Asset Retirement Obligations," an interpretation of FAS 143, "Accounting for Asset Retirement Obligations."  See Note 9.

Pensions and Other Postretirement Benefits - In May 2004, the FASB issued Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003."  See Note 1.

Accumulated Other Comprehensive Income (Loss)

FPL Group's total other comprehensive income (loss) activity is as follows:

	Accumulated Other Comprehensive Income (Loss)
	Nine Months Ended September 30,
	2005										2004
	Net Unrealized Gains (Losses) On Cash Flow Hedges				Other			Total			Net Unrealized Gains (Losses) On Cash Flow Hedges				Other			Total
	(millions)
Balances at December 31 of prior year		$	(67	)	$	21		$	(46	)		$	(10	)	$	14		$	4
Commodity hedges - consolidated subsidiaries:
Effective portion of net unrealized losses (net of $138 and $35
tax benefit, respectively)			(203	)		-			(203	)			(54	)		-			(54	)
Reclassification from OCI to net income (net of $21 tax expense
and $0.5 tax benefit, respectively)			31			-			31				(1	)		-			(1	)
Interest rate hedges - consolidated subsidiaries:
Effective portion of net unrealized gains (losses) (net of $2 tax expense
and $4 tax benefit, respectively)			3			-			3				(6	)		-			(6	)
Reclassification from OCI to net income (net of $1 and $5
tax expense, respectively)			2			-			2				8			-			8
Net unrealized losses on available for sale securities
(net of $2 and $0.4 tax benefit, respectively)			-			(3	)		(3	)			-			(1	)		(1	)
Supplemental retirement plan liability adjustment (net of $1 tax expense)			-			3			3				-			-			-
Balances at September 30		$	(234	)	$	21		$	(213	)		$	(63	)	$	13		$	(50	)

Energy Marketing and Trading and Market Risk Sensitivity

Energy Marketing and Trading - Certain of FPL Group's subsidiaries, including FPL and FPL Energy, use derivative instruments (primarily forward purchases and sales, swaps, options and futures) to manage the commodity price risk inherent in the purchase and sale of fuel and electricity, as well as to optimize the value of power generation assets.  To a lesser extent, FPL Energy engages in limited energy trading activities to take advantage of expected future favorable price movements.

Derivative instruments, when required to be marked to market under FAS 133, as amended, are recorded on FPL Group's and FPL's condensed consolidated balance sheets as either an asset or liability (in derivative assets, other assets, derivative liabilities and other liabilities) measured at fair value.  At FPL, substantially all changes in fair value are deferred as a regulatory asset or liability until the contracts are settled.  Upon settlement, any gains or losses are passed through the fuel clause and the capacity clause.  For FPL Group's non-rate regulated operations, predominantly FPL Energy, essentially all changes in the derivatives' fair value for power purchases and sales and trading activities are recognized on a net basis in operating revenues; fuel purchases and sales are recognized net in fuel, purchased power and interchange expense; and the equity method investees' related activity is recognized in equity in earnings of equity method investees in FPL Group's conde nsed consolidated statements of income unless hedge accounting is applied.

The changes in the fair value of FPL Group's consolidated subsidiaries' energy contract derivative instruments for the three and nine months ended September 30, 2005 are as follows:

				Hedges on Owned Assets
	Proprietary Trading			Managed			Non- Qualifying			OCI			FPL Cost Recovery Clauses			FPL Group Total
	(millions)
Three months ended September 30, 2005
Fair value of contracts outstanding June 30, 2005	$	4		$	(2	)	$	(94	)	$	(221	)	$	218		$	(95	)
Reclassification to realized at settlement of contracts		(1	)		2			24			25			(156	)		(106	)
Effective portion of changes in fair value recorded in OCI		-			-			-			(204	)		-			(204	)
Ineffective portion of changes in fair value recorded in earnings		-			-			(15	)		-			-			(15	)
Changes in fair value excluding reclassification to realized		(1	)		1			(141	)		-			1,496			1,355
Fair value of contracts outstanding at September 30, 2005		2			1			(226	)		(400	)		1,558			935
Net option premium payment (receipts)		-			-			(6	)		-			23			17
Total mark-to-market energy contract net assets (liabilities) at
September 30, 2005	$	2		$	1		$	(232	)	$	(400	)	$	1,581		$	952

				Hedges on Owned Assets
	Proprietary Trading			Managed			Non- Qualifying			OCI			FPL Cost Recovery Clauses			FPL Group Total
	(millions)
Nine months ended September 30, 2005
Fair value of contracts outstanding at December 31, 2004	$	6		$	(2	)	$	(10	)	$	(109	)	$	(9	)	$	(124	)
Reclassification to realized at settlement of contracts		(6	)		3			(3	)		49			(189	)		(146	)
Acquisition of Gexa contracts		-			-			38			-			-			38
Effective portion of changes in fair value recorded in OCI		-			-			-			(340	)		-			(340	)
Ineffective portion of changes in fair value recorded in earnings		-			-			(25	)		-			-			(25	)
Changes in fair value excluding reclassification to realized		2			-			(226	)		-			1,756			1,532
Fair value of contracts outstanding at September 30, 2005		2			1			(226	)		(400	)		1,558			935
Net option premium payment (receipts)		-			-			(6	)		-			23			17
Total mark-to-market energy contract net assets (liabilities) at
September 30, 2005	$	2		$	1		$	(232	)	$	(400	)	$	1,581		$	952

FPL Group's total mark-to-market energy contract net assets (liabilities) at September 30, 2005 shown above are included in the condensed consolidated balance sheet as follows:

	September 30, 2005
	(millions)
Derivative assets		$	1,709
Other assets			326
Derivative liabilities			(672	)
Other liabilities			(411	)
FPL Group's total mark-to-market energy contract net assets		$	952

The sources of fair value estimates and maturity of energy contract derivative instruments at September 30, 2005 are as follows:

	Maturity
	2005				2006				2007				2008				2009			Thereafter					Total
	(millions)
Proprietary Trading:
Actively quoted (i.e., exchange trade) prices	$	(8	)	$		(22	)	$		1		$		-		$		-			$	-		$		(29	)
Prices provided by other external sources		51				83				1				-				1				-				136
Modeled		(37	)			(69	)			-				-				-				1				(105	)
Total		6				(8	)			2				-				1				1				2
Owned Assets - Managed:
Actively quoted (i.e., exchange trade) prices		(5	)			(26	)			-				-				-				-				(31	)
Prices provided by other external sources		11				24				-				-				-				-				35
Modeled		(7	)			3				1				-				-				-				(3	)
Total		(1	)			1				1				-				-				-				1
Owned Assets - Non-Qualifying:
Actively quoted (i.e., exchange trade) prices		37				143				9				(3	)			1				(6	)			181
Prices provided by other external sources		7				(221	)			(41	)			(4	)			(1	)			(19	)			(279	)
Modeled		(50	)			(77	)			(1	)			-				-				-				(128	)
Total		(6	)			(155	)			(33	)			(7	)			-				(25	)			(226	)
Owned Assets - OCI:
Actively quoted (i.e., exchange trade) prices		1				2				-				-				-				-				3
Prices provided by other external sources		(39	)			(118	)			(167	)			(39	)			(11	)			(3	)			(377	)
Modeled		(9	)			(7	)			(5	)			(5	)			-				-				(26	)
Total		(47	)			(123	)			(172	)			(44	)			(11	)			(3	)			(400	)
Owned Assets - FPL Cost Recovery Clauses:
Actively quoted (i.e., exchange trade) prices		450				895				-				-				-				-				1,345
Prices provided by other external sources		42				139				-				-				-				-				181
Modeled		8				24				-				-				-				-				32
Total		500				1,058				-				-				-				-				1,558
Total sources of fair value	$	452		$		773		$		(202	)	$		(51	)	$		(10	)		$	(27	)	$		935

The changes in the fair value of FPL Group's consolidated subsidiaries' energy contract derivative instruments for the three and nine months ended September 30, 2004 were as follows:

				Hedges on Owned Assets
	Proprietary Trading			Managed			Non- Qualifying				OCI			FPL Cost Recovery Clauses			FPL Group Total
	(millions)
Three months ended September 30, 2004
Fair value of contracts outstanding at June 30, 2004	$	13		$	-		$	3		$		(65	)	$	127		$	78
Reclassification to realized at settlement of contracts		(8	)		-			(3	)			2			(44	)		(53	)
Effective portion of changes in fair value recorded in OCI		-			-			-				(36	)		-			(36	)
Ineffective portion of changes in fair value recorded in earnings		-			-			(1	)			-			-			(1	)
Changes in fair value excluding reclassification to realized		(1	)		(2	)		(14	)			-			122			105
Fair value of contracts outstanding at September 30, 2004		4			(2	)		(15	)			(99	)		205			93
Net option premium payment (receipts)		-			-			(3	)			-			26			23
Total mark-to-market energy contract net assets (liabilities)
at September 30, 2004	$	4		$	(2	)	$	(18	)	$		(99	)	$	231		$	116

				Hedges on Owned Assets
	Proprietary Trading			Managed			Non- Qualifying					OCI			FPL Cost Recovery Clauses			FPL Group Total
	(millions)
Nine months ended September 30, 2004
Fair value of contracts outstanding at December 31, 2003	$	7		$	1			$	21		$		(11	)	$	94		$	112
Reclassification to realized at settlement of contracts		(14	)		(2	)			(40	)			-			(125	)		(181	)
Effective portion of changes in fair value recorded in OCI		-			-				-				(88	)		-			(88	)
Ineffective portion of changes in fair value recorded in earnings		-			-				(7	)			-			-			(7	)
Changes in fair value excluding reclassification to realized		11			(1	)			11				-			236			257
Fair value of contracts outstanding at September 30, 2004		4			(2	)			(15	)			(99	)		205			93
Net option premium payment (receipts)		-			-				(3	)			-			26			23
Total mark-to-market energy contract net assets (liabilities)
at September 30, 2004	$	4		$	(2	)		$	(18	)	$		(99	)	$	231		$	116

Market Risk Sensitivity - Financial instruments and positions affecting the financial statements of FPL Group and FPL described below are held primarily for purposes other than trading.  Market risk is measured as the potential loss in fair value resulting from hypothetical reasonably possible changes in commodity prices, interest rates or equity prices over the next year.  Management has established risk management policies to monitor and manage market risks.  FPL Group's Exposure Management Committee (EMC), which is comprised of certain members of senior management, is responsible for the overall approval of market risk management policies and the delegation of approval and authorization levels.  The EMC receives periodic updates on market positions and related exposures, credit exposures and overall risk management activities.  FPL Group and FPL manage their interest rate exposure by monitoring current interest rates, entering into interest rate swaps and adjusting their variable rate debt in relation to total capitalization.

FPL Group and its subsidiaries are also exposed to credit risk through their energy marketing and trading operations.  Credit risk is the risk that a financial loss will be incurred if a counterparty to a transaction does not fulfill its financial obligation.  FPL Group manages counterparty credit risk for its subsidiaries with energy marketing and trading operations through established policies, including counterparty credit limits, and in some cases credit enhancements, such as cash prepayments, letters of credit, cash and other collateral and guarantees.  Credit risk is also managed through the use of master netting agreements.  FPL Group's credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.

Commodity price risk - FPL Group uses a value-at-risk (VaR) model to measure market risk in its trading and mark-to-market portfolios.  The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology.  As of September 30, 2005 and December 31, 2004, the VaR figures are as follows:

		Trading and Managed Hedges									Non-Qualifying Hedges and Hedges in OCI (a)									Total
		FPL			FPL Energy			FPL Group			FPL			FPL Energy			FPL Group			FPL				FPL Energy			FPL Group
		(millions)
December 31, 2004		$	-	$		-	$		-	$		55	$		12	$		48	$			55	$		15	$		47
September 30, 2005		$	-	$		1	$		1	$		88	$		44	$		85	$			88	$		45	$		86
Average for the nine months ended
September 30, 2005		$	-	$		1	$		1	$		45	$		36	$		39			$	45	$		36	$		39
_____________________
(a)	Non-qualifying hedges are employed to reduce the market risk exposure to physical assets which are not marked to market.  The VaR figures for the non-qualifying hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

Interest rate risk - FPL Group and FPL are exposed to risk resulting from changes in interest rates as a result of their respective issuances of debt, investments in nuclear decommissioning reserve funds and interest rate swaps.  FPL Group and FPL manage their respective interest rate exposure by monitoring current interest rates, entering into interest rate swaps and adjusting their variable rate debt in relation to total capitalization.

The following are estimates of the fair value of FPL Group's and FPL's financial instruments:

		September 30, 2005							December 31, 2004
		Carrying Amount			Estimated Fair Value				Carrying Amount			Estimated Fair Value
FPL Group:		(millions)
Long-term debt, including current maturities		$	9,655		$	9,869		(a)	$	9,247		$	9,611		(a)
Fixed income securities:
Nuclear decommissioning reserve funds		$	1,278		$	1,278		(b)	$	1,219		$	1,219		(b)
Other investments		$	85		$	85		(b)	$	72		$	72		(b)
Interest rate swaps - net unrealized loss		$	(18	)	$	(18	)	(c)	$	(11	)	$	(11	)	(c)
FPL:
Long-term debt, including current maturities		$	3,905		$	3,973		(a)	$	3,311		$	3,438		(a)
Fixed income securities:
Nuclear decommissioning reserve funds		$	1,142		$	1,142		(b)	$	1,081		$	1,081		(b)
Interest rate swaps - net unrealized loss		$	(3	)	$	(3	)	(c)	$	(2	)	$	(2	)	(c)
_____________________
(a)	Based on market prices provided by external sources.
(b)	Based on quoted market prices for these or similar issues.
(c)	Based on market prices modeled internally.

The nuclear decommissioning reserve funds of FPL Group consist of restricted funds set aside to cover the cost of decommissioning of FPL Group's and FPL's nuclear power plants.  A portion of these funds is invested in fixed income debt securities carried at their market value.  Adjustments to market value result in a corresponding adjustment to the related liability accounts based on current regulatory treatment for FPL.  The market value adjustments of FPL Group's non-rate regulated operations result in a corresponding adjustment to OCI.  

FPL Group and its subsidiaries use a combination of fixed rate and variable rate debt to manage interest rate exposure.  Interest rate swaps are used to adjust and mitigate interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements.  At September 30, 2005, the estimated fair value for interest rate swaps was as follows:

Notional Amount			Effective Date	Maturity Date		Rate Paid		Rate Received			Estimated Fair Value
(millions)										(millions)
Fair value hedges - FPL:
$		250	April 2004	December 2005	variable		(a)	6.875	%			$	(2	)
$		250	May 2004	December 2005	variable		(b)	6.875	%				(1	)
Fair value hedges - FPL Group Capital:
$		150	July 2003	September 2006	variable		(c)	7.625	%				(3	)
$		150	July 2003	September 2006	variable		(d)	7.625	%				(3	)
$		195	October 2004	April 2006	variable		(e)	3.250	%				(2	)
$		55	October 2004	April 2006	variable		(f)	3.250	%				(1	)
$		195	October 2004	April 2006	variable		(g)	3.250	%				(3	)
$		55	October 2004	April 2006	variable		(h)	3.250	%				(1	)
$		300	November 2004	February 2007	variable		(i)	4.086	%				(4	)
$		275	December 2004	February 2007	variable		(j)	4.086	%				(4	)
Total fair value hedges													(24	)
Cash flow hedges - FPL Energy:
$		91	July 2002	December 2007	4.410		%	variable	(k)				-
$		192	August 2003	November 2007	3.557		%	variable	(k)				3
$		6	February 2005	June 2008	4.255		%	variable	(k)				-
$		85	December 2003	December 2017	4.245		%	variable	(k)				2
$		28	April 2004	December 2017	3.845		%	variable	(k)				1
Total cash flow hedges													6
Total interest rate hedges												$	(18	)
_____________________
(a)	Six-month LIBOR plus 3.7285%
(b)	Six-month LIBOR plus 3.6800%
(c)	Six-month LIBOR plus 4.9900%
(d)	Six-month LIBOR plus 4.9925%
(e)	Six-month LIBOR plus 0.0153%
(f)	Six-month LIBOR plus 0.0100%
(g)	Six-month LIBOR plus 0.1500%
(h)	Six-month LIBOR plus 0.1525%
(i)	Three-month LIBOR plus 0.50577%
(j)	Three-month LIBOR plus 0.4025%
(k)	Three-month LIBOR

Based upon a hypothetical 10% decrease in interest rates, which is a reasonable near-term market change, the net fair value of FPL Group's net liabilities would increase by approximately $138 million ($26 million for FPL) at September 30, 2005.

Equity price risk - Included in nuclear decommissioning reserve funds of FPL Group are marketable equity securities carried at their market value of approximately $1,098 million and $1,051 million ($922 million and $890 million for FPL) at September 30, 2005 and December 31, 2004, respectively.  A hypothetical 10% decrease in the prices quoted by stock exchanges, which is a reasonable near-term market change, would result in a $110 million ($92 million for FPL) reduction in fair value and corresponding adjustments to the related liability accounts based on current regulatory treatment for FPL, or adjustments to OCI for FPL Group's non-rate regulated operations, at September 30, 2005.

Credit risk - For all derivative and contractual transactions, FPL Group's energy marketing and trading operations, which includes FPL's energy marketing and trading division, are exposed to losses in the event of nonperformance by counterparties to these transactions.  Relevant considerations when assessing FPL Group's energy marketing and trading operations' credit risk exposure include:

• Operations are primarily concentrated in the energy industry.

• Trade receivables and other financial instruments are predominately with energy, utility and financial services related companies, as well as municipalities, cooperatives and other trading companies in the United States.

• Overall credit risk is managed through established credit policies.

• Prospective and existing customers are reviewed for creditworthiness based upon established standards, with customers not meeting minimum standards providing various credit enhancements or secured payment terms, such as letters of credit or the posting of cash collateral.

• The use of master netting agreements to offset cash and non-cash gains and losses arising from derivative instruments with the same counterparty.  FPL Group's policy is to have master netting agreements in place with significant counterparties.

Based on FPL Group's policies and risk exposures related to credit, FPL Group and FPL do not anticipate a material adverse effect on their financial positions as a result of counterparty nonperformance.  As of September 30, 2005, approximately 99% of FPL Group's and 100% of FPL's energy marketing and trading counterparty credit risk exposure is associated with companies that have investment grade credit ratings.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion - Energy Marketing and Trading and Market Risk Sensitivity - Market Risk Sensitivity.

Item 4.  Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

As of September 30, 2005, each of FPL Group and FPL had performed an evaluation, under the supervision and with the participation of its management, including FPL Group's and FPL's chief executive officer and chief financial officer, of the effectiveness of the design and operation of each company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)).  Based upon that evaluation, the chief executive officer and chief financial officer of each of FPL Group and FPL concluded that the company's disclosure controls and procedures are effective in timely alerting them to material information relating to the company and its consolidated subsidiaries required to be included in the company's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the company's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its principal executive and principal financial off icers, to allow timely decisions regarding required disclosure.  FPL Group and FPL each have a Disclosure Committee, which is made up of several key management employees and reports directly to the chief executive officer and chief financial officer of each company, to monitor and evaluate these disclosure controls and procedures.  Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of FPL Group and FPL cannot provide absolute assurance that the objectives of their respective disclosure controls and procedures will be met.

(b)  Changes in Internal Control over Financial Reporting

FPL Group and FPL are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls.  This results in refinements to processes throughout FPL Group and FPL.  However, there has been no change in FPL Group's or FPL's internal control over financial reporting that occurred during FPL Group's and FPL's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, FPL Group's or FPL's internal control over financial reporting.

In June 2005, FPL Group completed the acquisition of Gexa, which was valued at approximately $81 million, payable in shares of FPL Group common stock.  Gexa's assets and operating revenues represent less than 1% of FPL Group's consolidated total assets and total operating revenues as of and for the three and nine months ended September 30, 2005.  FPL Group does not consider the acquisition of Gexa material to FPL Group's results of operations, financial position and cash flows.  FPL Group is in the process of evaluating the impact of Gexa's business on FPL Group's internal control over financial reporting and has noted numerous inadequacies throughout Gexa's operations, including the contract approval and administration process, the customer enrollment process, billing system security and accounting and financial controls.  FPL Group is in the process of remediating these inadequacies and expects to complete this process in 2006.  FPL Group's management does not believe these inadequacies affect the adequacy of FPL Group's internal control over financial reporting because of the relative immateriality of Gexa's activities.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Reference is made to Item 3. Legal Proceedings in the 2004 Form 10-K for FPL Group and FPL and Part II, Item 1. Legal Proceedings in the Quarterly Reports on Form 10-Q for each of the quarterly periods ended March 31, 2005 and June 30, 2005 for FPL Group and FPL.

In the Adelphia lawsuit, trial has been set for August 2007.

With respect to the thermal demand meters issue, in October 2005, the FPSC denied Southeastern Utility Services, Inc.'s motion for partial consideration of the issues of the interest rate to be used in calculating the refunds and how meters are to be tested in the future.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information regarding purchases made by FPL Group of its common stock:

Period		Total Number of Shares Purchased (a)		Average Price Paid Per Share (a)			Total Number of Shares Purchased as Part of a Publicly Announced Program		Maximum Number of Shares that May Yet be Purchased Under the Program (b)
									(thousands)
7/1/05 - 7/31/05			6,772		$	43.16		-		20,000
8/1/05 - 8/31/05			1,553		$	42.31		-		20,000
9/1/05 - 9/30/05			3,645		$	45.93		-		20,000
Total			11,970					-
_____________________
(a)	Represents: (1) shares of common stock purchased by FPL Group in the open market in accordance with the terms and conditions of FPL Group's Long Term Incentive Plan (LTIP) and FPL Group's Non-Employee Directors Stock Plan, which provide for the purchase of such shares in connection with grants and vesting of stock awards and (2) shares of common stock purchased from employees to pay certain withholding taxes upon the vesting of stock awards granted to such employees under the LTIP.
(b)	In February 2005, FPL Group's board of directors authorized a common stock repurchase plan of up to 20 million shares of common stock (after giving effect to the 2005 stock split) over an unspecified period.

Item 5.  Other Information

(a)	None
(b)	None
(c)	Other Events
	(i)	Reference is made to Item 1. Business - FPL Operations - Regulation and Item 1. Business - FPL Energy Operations - Regulation in the 2004 Form 10-K for FPL Group and FPL.
		In early August 2005, President Bush signed into law the Energy Policy Act of 2005 (2005 Energy Act).  The 2005 Energy Act is comprehensive legislation that will substantially affect the regulation of energy companies, including provisions that amend federal energy laws and provide the FERC with new oversight responsibilities.  Among the important changes to be implemented as a result of this legislation are the following:
		The Holding Company Act, which regulated the financial structure of utility holding companies and, among other things, significantly restricted mergers and acquisitions in the electric utility industry, will be repealed effective February 2006 and will be replaced with the Public Utility Holding Company Act of 2005. The 2005 Energy Act establishes conditions for the elimination of the utility obligation under PURPA to enter into new contracts to purchase power from qualifying facilities. The FERC will appoint and oversee an electric reliability organization to establish and enforce mandatory reliability rules regarding the interstate electric transmission system. The Price-Anderson Act, which provides the framework for nuclear liability protection, was extended by twenty years to 2025. Federal support, including tax incentives, will be available for certain clean coal power initiatives, nuclear power projects and renewable energy technologies, including the extension of PTCs for new wind projects through the end of 2007. The 2005 Energy Act revises current tax law treatment of nuclear decommissioning trust funds by allowing regulated and nonregulated taxpayers to make deductible contributions to fund the entire amount of estimated future decommissioning costs in certain circumstances.
		The implementation of the 2005 Energy Act requires proceedings at the state level and the development of regulations by the FERC and Department of Energy, as well as other federal agencies.  FPL Group and FPL continue to evaluate the provisions of the 2005 Energy Act; however, its effects will depend on the future actions of federal and state agencies which cannot be determined at this time.
	(ii)	Reference is made to Item 1. Business - FPL Operations - System Capability and Load in the 2004 Form 10-K for FPL Group and FPL and Part II, Item 5. (c)(iii) in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 for FPL Group and FPL.
		On August 17, 2005, FPL set an all-time record for energy peak demand of 22,361 mw.  Adequate resources were available at the time of peak to meet customer demand.
		In April 2005, FPL indicated in its Ten Year Site Plan that it planned to add additional power resources beginning in 2009.  FPL plans to meet this need by either building up to four new generating units and/or purchasing power from other companies.  FPL's self-build approach calls for building two approximately 1,200 mw natural gas-fired, combined-cycle units in western Palm Beach County, Florida that would be operational in 2009 and 2010 and building two approximately 850 mw advanced technology coal generating units in southwestern St. Lucie County, Florida, that would be operational in 2012 and 2013.  In August 2005, FPL issued part one of a two-part request for proposal (RFP) inviting others to propose more cost-effective alternatives to FPL's western Palm Beach County projects by November 2005.  By early 2006, FPL plans to select whichever alternative is the best and most cost-effective way to meet customers' needs during 2009 through 2011.  FPL expects to issue part two of this RFP in mid-2006 seeking competitive bids for alternatives to FPL's southwestern St. Lucie County projects.
	(iii)	Reference is made to Item 1. Business - FPL Operations - Fuel in the 2004 Form 10-K for FPL Group and FPL.
		In September 2005, the NRC authorized the issuance of the Private Fuel Storage, LLC license and denied the State of Utah's appeal of certain Atomic Safety Licensing Board decisions.

Item 6.  Exhibits

Exhibit Number	Description	FPL Group	FPL
*3(i)a	Restated Articles of Incorporation of FPL Group dated December 31, 1984, as amended through March 10, 2005 (filed as Exhibit 3(i) to Form S-4, File No. 333-124438)	x
*3(i)b	Restated Articles of Incorporation of FPL dated March 23, 1992 (filed as Exhibit 3(i)a to Form 10-K for the year ended December 31, 1993, File No. 1-3545)		x
*3(i)c	Amendment to FPL's Restated Articles of Incorporation dated March 23, 1992 (filed as Exhibit 3(i)b to Form 10-K for the year ended December 31, 1993, File No. 1-3545)		x
*3(i)d	Amendment to FPL's Restated Articles of Incorporation dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K for the year ended December 31, 1993, File No. 1-3545)		x
*3(i)e	Amendment to FPL's Restated Articles of Incorporation dated March 12, 1993 (filed as Exhibit 3(i)d to Form 10-K for the year ended December 31, 1993, File No. 1-3545)		x
*3(i)f	Amendment to FPL's Restated Articles of Incorporation dated June 16, 1993 (filed as Exhibit 3(i)e to Form 10-K for the year ended December 31, 1993, File No. 1-3545)		x
*3(i)g	Amendment to FPL's Restated Articles of Incorporation dated August 31, 1993 (filed as Exhibit 3(i)f to Form 10-K for the year ended December 31, 1993, File No. 1-3545)		x
*3(i)h	Amendment to FPL's Restated Articles of Incorporation dated November 30, 1993 (filed as Exhibit 3(i)g to Form 10-K for the year ended December 31, 1993, File No. 1-3545)		x
*3(i)i	Amendment to FPL's Restated Articles of Incorporation dated January 20, 2004 (filed as Exhibit 3(i)j to Form 10-K dated December 31, 2003, File No. 2-27612)		x
*3(i)j	Amendment to FPL's Restated Articles of Incorporation dated January 20, 2004 (filed as Exhibit 3(i)k to Form 10-K dated December 31, 2003, File No. 2-27612)		x
*3(i)k	Amendment to FPL's Restated Articles of Incorporation dated February 11, 2005 (filed as Exhibit 3(i)m to Form 10-K for the year ended December 31, 2004, File No. 1-8841)		x
*3(ii)a	Bylaws of FPL Group as amended February 12, 2001 (filed as Exhibit 3(ii)a to Form 10-K for the year ended December 31, 2000, File No. 1-8841)	x
*3(ii)b	Bylaws of FPL dated May 11, 1992 (filed as Exhibit 3 to Form 8-K dated May 1, 1992, File No. 1-3545)		x
*4(a)	Mortgage and Deed of Trust dated as of January 1, 1944, and One hundred and eight Supplements thereto, between FPL and Deutsche Bank Trust Company Americas, Trustee (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-413 12; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-1 54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended December 31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for the quarter ended June 30 , 1994, File No. 1-3545; Exhibit 4(b) to Form 10-Q for the quarter ended June 30, 1995, File No. 1-3545; Exhibit 4(a) to Form 10-Q for the quarter ended March 31,1996, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended June 30, 1998, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended March 31, 1999, File No. 1-3545; Exhibit 4(f) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(g) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(o), File No. 333-102169; Exhibit 4(k) to Post-Effective Amendment No. 1 to Form S-3, File No. 333-102172; Exhibit 4(l) to Post-Effective Amendment No. 2 to Form S-3, File No. 333-102172; Exhibit 4(m) to Post-Effective Amendment No. 3 to Form S-3, File No. 333-102172; Exhibit 4(a) to Form 10-Q for the quarter ended September 30, 2004, File No. 2-27612; Exhibit 4(f) to Amendment No. 1 to Form S-3, File No. 333-125275); and Exhibit 4(y) to Post-Effective Amendment No. 2 to Form S-3, File Nos. 3 33-116300, 333-116300-01 and 333-116300-02)	x	x
10(a)	Amendment #4 adopted October 13, 2005 to FPL Group Supplemental Executive Retirement Plan, amended and restated effective April 1, 1997	x	x
10(b)	FPL Group, Inc. Amended and Restated Long Term Incentive Plan, as amended and restated October 14, 2005	x	x
10(c)	Summary of Non-Employee Director Compensation effective January 1, 2006	x
12(a)	Computation of Ratios	x
12(b)	Computation of Ratios		x
31(a)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of FPL Group	x
31(b)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of FPL Group	x
31(c)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of FPL		x
31(d)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of FPL		x
32(a)	Section 1350 Certification of FPL Group	x
32(b)	Section 1350 Certification of FPL		x
_____________________
*Incorporated herein by reference
FPL Group and FPL agree to furnish to the SEC upon request any instrument with respect to long-term debt that FPL Group and FPL have not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
FPL GROUP, INC.
FLORIDA POWER & LIGHT COMPANY
(Registrants)
Date:  November 4, 2005
		K. MICHAEL DAVIS
	K. Michael Davis Controller and Chief Accounting Officer of FPL Group, Inc. Vice President, Accounting, Controller and Chief Accounting Officer of Florida Power & Light Company (Principal Accounting Officer of the Registrants)

EX-10

Exhibit 10(a)

AMENDMENT #4

TO THE

FPL GROUP, INC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In accordance with Section 5.01 of the FPL Group, Inc. Supplemental Executive Retirement Plan, as amended and restated effective April 1, 1997, and as subsequently amended by Amendments #1, #2, and #3 (the "Plan"), the Compensation Committee of the Board of Directors of FPL Group, Inc. (the "Committee") hereby further amends the Plan as follows:

First: The first paragraph of Section 3.01(b) of the Plan is revised, effective April 1, 1997, to read as follows:

(b)    Supplemental Pension Benefit -

Employees Becoming Participants Before April 1, 1997. With respect to any Participant who was a participant of the Plan on both the day immediately before the Restated Effective Date and on the Restated Effective Date, the "supplemental pension benefit" shall be the greater of (i) the supplement cash balance accrued benefit described in Subsection 3.01(b)(1), or (ii) the supplement unit credit accrued benefit described in Subsection 3.01(b)(2).

Employees Becoming Participants On or After April 1, 1997. With respect to any Participant who becomes a Participant of the Plan on or after the Restated Effective Date, the "supplemental pension benefit" shall be the supplement cash balance accrued benefit described and determined as set forth in Subsection 3.01(b)(1).

Second: The following new paragraph is inserted into Section 3.01(b) immediately following the provisions set forth in "First," above and immediately before Subsection 3.01(b)(1), effective January 1, 2006:

Double Basic and Transition Pension Credits for Designated Senior Officers Becoming Participants On or After April 1, 1997. Solely for purposes of calculating the supplement cash balance accrued benefit described and determined under Subsection 3.01(b)(1)(A) hereof for senior officers who became or become Participants in the Plan on or after April 1, 1997 and who are specifically designated by the Committee (as indicated in Appendix C attached hereto and made a part hereof), the benefit to which the Participant would be entitled under the Pension Plan shall be determined, for all amounts accruing on or after January 1, 2006 or the date of designation (if later than January 1, 2006), based upon, and as if, the Participant's Basic Credits (as defined in the Pension Plan) and, to the extent applicable, Transition Credits (as defined in the Pension Plan), were multiplied by two (2).

Third: A new Appendix C is added to the Plan, effective January 1, 2006. Such Appendix C is attached hereto and incorporated herein by reference. Notwithstanding anything herein to the contrary, Appendix C may be amended from time to time to reflect designations made pursuant to Section 3.01(b) hereof.

Fourth: The changes set forth in this Amendment #4 shall be effective as of the effective dates specifically set forth above.

Fifth: In all other respects, the Plan shall remain unchanged by this Amendment #4.

IN WITNESS WHEREOF, the Compensation Committee of the Board of Directors has caused this amendment to be executed as of this 13th day of October, 2005.

FPL GROUP, INC.
By:	ROBERT H. ESCOTO
Title:	Vice President Human Resources

	Appendix C Last Revised On: January 1, 2006
Name	Company	Pre-4/1/1997 Participant	Class A "Bonus SERP" Status	Double Basic Credits	Double Transition Credits
HAY, LEWIS, III	FPL Group, Inc		X
DEWHURST, MORAY P.	FPL Group, Inc		X	X1
TANCER, EDWARD F.	FPL Group, Inc		X1	X1
DAVIS, K. MICHAEL	FPL Group, Inc	X
CUTLER, PAUL I.	FPL Group, Inc		X1
OLIVERA, ARMANDO J.	Florida Power & Light Company	X	X
STALL, J. ARTHUR	Florida Power & Light Company	X	X1
RODRIGUEZ, ANTONIO	Florida Power & Light Company	X
MCGRATH, ROBERT L.	Florida Power & Light Company		X1	X1	X1
ESCOTO, ROBERT H.	Florida Power & Light Company		X1	X1	X1
ROBO, JAMES L.	FPL Energy, LLC		X	X1
Participants other than executive officers		6 participants	25 participants1	2 participants2
1 The Compensation Committee has expressly identified these items and acknowledged that they are subject to Internal Revenue Code Section 409A. In particular, these items include: (i) the additional deferred compensation provided by the designation of certain officers as Class A Executives, effective January 1, 2006; and (ii) the additional deferred compensation set forth in SERP Amendment #4 (meaning amounts deferred by certain senior officers specified by the Compensation Committee who became participants in the SERP on or after April 1, 1997 at the rate of two times the basic credit and, to the extent applicable, the transition credit under the cash balance formula in the SERP for their pensionable earnings on or after January 1, 2006). Importantly, nothing in Amendment #4, the SERP, Compensation Committee resolutions, or any other document shall be construed as subjecting to Code Section 409A any deferrals made under the SERP prior to January 1, 200 5. 2 Pursuant to individual agreements.

EX-10

Exhibit 10(b)

FPL GROUP, INC.

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

SECTION 1.  Purpose.  The purpose of this Amended and Restated Long Term Incentive Plan (the "Plan") of FPL Group, Inc. (together with any successor thereto, the "Company") is (a) to promote the identity of interests between shareholders and employees of the Company by encouraging and creating significant ownership of common stock of the Company by officers and other salaried employees of the Company and its subsidiaries; (b) to enable the Company to attract and retain qualified officers and employees who contribute to the Company's success by their ability, ingenuity and industry; and (c) to provide meaningful long-term incentive opportunities for officers and other employees who are responsible for the success of the Company and who are in a position to make significant contributions toward its objectives.

SECTION 2.  Definitions.  In addition to the terms defined elsewhere in the Plan, the following shall be defined terms under the Plan:

2.01.  "Award" means any Performance Award, Option, Stock Appreciation Right, Restricted Stock, Deferred Stock, Dividend Equivalent, or Other Stock-Based Award, or any other right or interest relating to Shares or cash, granted to a Participant under the Plan.

2.02.  "Award Agreement" means any written agreement, contract, or other instrument or document evidencing an Award.

2.03"Board" means the Board of Directors of the Company.

2.04.  "Cause" shall mean, unless otherwise defined in an Award Agreement, (i) repeated violations by the Participant of the Participant's obligations to the Company (or the applicable employer affiliate of the Company) (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Participant's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company (or the applicable employer affiliate of the Company) and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations, (ii) the conviction of the Participant of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its affiliated companies, or (iii) prior to a Change in Control, such other events as shall be determined by the Committee in its sole discretion.

2.05.  "Change of Control" and related terms are defined in Section 9.

2.06.  "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder.

2.07.  "Committee" means a committee composed of not less than two directors designated by the Board to administer the Plan; provided, however, that each member of the Committee shall be a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act, an "outside director" within the meaning of Section 162(m)(4)(C)(i) of the Code and the regulations thereunder, and an "independent director" within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual (or, in each case, any successor term or provision). The Committee may, without limitation, be the Compensation Committee of the Board or a subcommittee thereof, if such committee or subcommittee satisfies the foregoing requirements.

2.08.  "Company" is defined in Section 1.

2.09.  "Covered Employee" means a Participant designated as such in connection with the grant of a Performance Award, Performance-Based Restricted Stock Award, or Other Stock-Based Award by the Committee who is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which such Award is expected to be taxable to such Participant.

2.10."Deferred Stock" means a right, granted to a Participant under Section 6.05, to receive Shares at the end of a specified deferral period.

2.10A.  "Delegated Committee" means a committee of the Board comprised of one or more directors appointed by the Board or by the Committee to perform the functions set forth in Section 3.04 as to Non-Reporting Participants.

2.11.  "Disability" shall, unless otherwise defined in an Award Agreement, be considered to occur when a Participant's employment terminates as a result of disability that is expected to be permanent or of indefinite duration.

2.12.  "Dividend Equivalent" means a right, granted to a Participant under Section 6.03, to receive cash, Shares, other Awards, or other property equal in value to dividends paid with respect to a specified number of Shares.

2.13.  "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations thereunder.

2.14.  "Fair Market Value" means, with respect to Shares, Awards, or other property, the fair market value of such Shares, Awards, or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Shares as of any date shall be the closing sales price on that date of a Share as reported in the New York Stock Exchange Composite Transaction Report (or if the Shares were not traded on the New York Stock Exchange on such date, the closing sales price on the nearest date preceding such date on which the Shares were so traded).

2.15.  "Incentive Stock Option" means any Option designated as, and qualified as, an "incentive stock option" within the meaning of Section 422 of the Code.

2.16.  "Non-Qualified Stock Option" means an Option that is not an Incentive Stock Option, whether or not designated as such.

2.16A.  "Non-Reporting Participant" means a Participant who is not subject to either the reporting requirements of Section 16(a) of the Exchange Act or the short-swing trading provisions of Section 16(b) of the Exchange Act and is not a Covered Employee.

2.17.  "Option" means a right, granted to a Participant under Section 6.06, to purchase Shares, other Awards, or other property at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.

2.18.  "Other Stock-Based Award" means a right, granted to a Participant under Section 6.08, that relates to or is valued by reference to Shares.

2.19.  "Participant" means a person who, as an officer or salaried employee of the Company or any Subsidiary, has been granted an Award under the Plan.

2.20.  "Performance Award" means a right, granted to a Participant under Section 6.02, to receive cash, Shares, other Awards, or other property the payment of which is contingent upon achievement of performance goals specified by the Committee.

2.21.  "Performance-Based Restricted Stock" means Restricted Stock that is subject to a risk of forfeiture if specified performance criteria are not met within the restriction period.

2.22.  "Plan" is defined in Section 1.

2.23."Repricing Restrictions" means the second sentence of Section 6.06(i) and the second sentence of Section 6.07(i).

2.24.  "Restricted Stock" means Shares, granted to a Participant under Section 6.04, that are subject to certain restrictions and to a risk of forfeiture.

2.25.  "Rule 16b-3" means Rule 16b-3, as from time to time amended and applicable to Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

2.26.  "Shares" means the Common Stock, $.01 par value, of the Company and such other securities of the Company as may be substituted for Shares or such other securities pursuant to Section 10.

2.27.  "Stock Appreciation Right" means a right, granted to a Participant under Section 6.07, to be paid an amount measured by the appreciation in the Fair Market Value of Shares from the date of grant to the date of exercise of the right, with payment to be made in cash, Shares, other Awards, or other property as specified in the Award or determined by the Committee.

2.28.  "Subsidiary" means any corporation or other entity (other than the Company) with respect to which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock or other ownership interests. In addition, any other related entity may be designated by the Board as a Subsidiary, provided such entity could be considered as a subsidiary according to generally accepted accounting principles.

2.29.  "Year" means a calendar year.

SECTION 3.  Administration.

3.01.  Authority of the Committee.  The Plan shall be administered by the Committee. The Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:

(i)  to select and designate Participants;

(ii)  to designate Subsidiaries;

(iii)  to determine the type or types of Awards to be granted to each Participant;

(iv)  to determine the number of Awards to be granted, the number of Shares to which an Award will relate, the terms and conditions of any Award granted under the Plan including, but not limited to, any exercise price, grant price, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, and waivers or accelerations thereof, and waiver of performance conditions relating to an Award (based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award;

(v)  to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares, other Awards, or other property, or an Award may be cancelled, forfeited, or surrendered;

(vi)  to determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Participant;

(vii)  to prescribe the form of each Award Agreement, which need not be identical for each Participant;

(viii)  to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(ix)  to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument hereunder; and

(x)  to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

3.02.  Manner of Exercise of Committee Authority.  Unless authority is specifically reserved to the Board under the terms of the Plan, or applicable law, the Committee (or the Delegated Committee, with respect to the authority specifically delegated to it pursuant to Section 3.04 hereof) shall have sole discretion in exercising such authority under the Plan. Any action of the Committee (or the Delegated Committee, with respect to the authority specifically delegated to it pursuant to Section 3.04 hereof) with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Participants, any person claiming any rights under the Plan from or through any Participant, and shareholders. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. A memorandum signed by all members of the Committee shall constitute the act of the Committee without the necessity, in such event, to hold a meeting. The Committee may delegate to officers or managers of the Company or any Subsidiary the authority, subject to such terms as the Committee shall determine, to perform administrative functions under the Plan.

3.03.  Limitation of Liability.  Each member of the Committee and the Delegated Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee or the Delegated Committee, nor any officer or employee of the Company acting on behalf of the Committee or the Delegated Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and the Delegated Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determinatio n, or interpretation.

3.04.  Authority of the Delegated Committee.  The Delegated Committee shall have the authority to take the actions, in each case subject to and consistent with the provisions of the Plan, set forth in Sections 3.01(i), (iii), (iv), (v), (vi) and (vii), but only as to Non-Reporting Participants. References to the Committee in the Plan shall be deemed to include the Delegated Committee in connection with all actions taken by the Delegated Committee in accordance with this Section 3.04. The Committee shall have the authority to review the Delegated Committee's actions to ensure compliance with the Plan and consistency with the actions of the Committee. This grant of authority to the Delegated Committee does not replace, but is in addition to, the authority of the Committee as set forth in this Section 3.

SECTION 4.  Shares Subject to the Plan. Subject to adjustment as provided in Section 10, the total number of Shares reserved and available for Awards under the Plan as of December 31, 2003, shall be 13,000,000. Such Shares may be authorized and unissued Shares or Shares purchased on the open market. For purposes of this Section 4, the number of and time at which Shares shall be deemed to be subject to Awards and therefore counted against the number of Shares reserved and available under the Plan shall be earliest date at which the Committee can reasonably estimate the number of Shares to be distributed in settlement of an Award or with respect to which payments will be made; provided, however, that, the Committee may adopt procedures for the counting of Shares relating to any Award for which the number of Shares to be distributed or with respect to which payment will be made cannot be fixed at the date of grant to ensure appropriate counting, avoid double counting (in the case of tandem or su bstitute awards), and provide for adjustments in any case in which the number of Shares actually distributed or with respect to which payments are actually made differs from the number of Shares previously counted in connection with such Award.

If any Shares to which an Award relates are forfeited or the award is settled or terminates without a distribution of Shares (whether or not cash, other Awards, or other property is distributed with respect to such Award), any Shares counted against the number of Shares reserved and available under the Plan with respect to such Award shall, to the extent of any such forfeiture, settlement or termination, again be available for Awards under the Plan.

SECTION 5.  Eligibility.  Awards may be granted only to individuals who are officers or other salaried employees (including employees who also are directors) of the Company or a Subsidiary; provided, however, that no Award shall be granted to any member of the Committee.

SECTION 6.  Specific Terms of Awards.

6.01.  General.  Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 11.02), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including without limitation the acceleration of vesting of any Awards or terms requiring forfeiture of Awards in the event of termination of employment by the Participant. Except as provided in Sections 7.03 or 7.04, only services may be required as consideration for the grant of any Award.

6.02.  Performance Awards.  Subject to the provisions of Sections 7.01 and 7.02, the Committee is authorized to grant Performance Awards to Participants on the following terms and conditions:

(i)  Award and Conditions. A Performance Award shall confer upon the Participant rights, valued as determined by the Committee, and payable to, or exercisable by, the Participant to whom the Performance Award is granted, in whole or in part, as determined by the Committee, conditioned upon the achievement of performance criteria determined by the Committee.

(ii)  Other Terms. A Performance Award shall be denominated in Shares and may be payable in cash, Shares, other Awards, or other property, and have such other terms as shall be determined by the Committee. Notwithstanding the foregoing, and except with respect to adjustments pursuant to Section 10 of this Plan and payments made, in the discretion of the Committee, in connection with a Change of Control, a Performance Award outstanding on or after May 21, 2004 which confers upon the Participant rights to receive shares of Common Stock, $.01 par value per share, of the Company in the form referred to as "Performance Share Awards" shall be payable in Shares, and the Company shall be authorized to withhold, from any distribution of Shares relating to a Performance Share Award, in order to meet the Company's obligations for the payment of withholding taxes, Shares with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.

6.03.  Dividend Equivalents.  The Committee is authorized to grant Dividend Equivalents to Participants. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or Awards, or otherwise reinvested.

6.04.  Restricted Stock.  The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:

(i)  Issuance and Restrictions. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends thereon), which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, or otherwise as the Committee shall determine.

(ii)  Forfeiture. Performance-Based Restricted Stock shall be forfeited unless preestablished performance criteria specified by the Committee are met during the applicable restriction period. Except as otherwise determined by the Committee, upon termination of employment (as determined under criteria established by the Committee) during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes.

(iii)  Possession of Restricted Shares. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, the Company shall retain physical possession of the certificates, and the Participant shall deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. If non-certificated shares representing Restricted Stock are registered in the name of the Participant, such shares shall be maintained in a separate restricted share account subject to terms, conditions, and restrictions of like effect.

(iv)  Dividends. Unless otherwise determined by the Committee, cash dividends paid on Performance-Based Restricted Stock shall be automatically reinvested in additional shares of Performance-Based Restricted Stock and cash dividends paid on other Restricted Stock shall be paid to the Participant. Dividends reinvested in Performance-Based Restricted Stock and Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such stock or other property has been distributed.

(v)  Tax Withholding. Except as the Committee may determine in its discretion in connection with a Change of Control and except as may be provided pursuant to Section 10 of this Plan, upon delivery of unrestricted Shares to a Participant in connection with the lapse of forfeiture restrictions on all or a portion of an Award of Restricted Stock, the Company shall be authorized to withhold from any such distribution, in order to meet the Company's obligations for the payment of withholding taxes, Shares with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation relating to such distribution.

6.05.  Deferred Stock.  The Committee is authorized to grant Deferred Stock to Participants, on the following terms and conditions:

(i)  Award and Restrictions. Delivery of Shares will occur upon expiration of the deferral period specified for Deferred Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Deferred Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse at the expiration of the deferral period or at earlier specified times, separately or in combination, in installments, or otherwise, as the Committee shall determine.

(ii)  Forfeiture. Except as otherwise determined by the Committee, upon termination of employment (as determined under criteria established by the Committee) during the applicable deferral period or portion thereof (as provided in the Award Agreement evidencing the Deferred Stock), all Deferred Stock that is at that time subject to deferral (other than a deferral at the election of the Participant) shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Deferred Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Deferred Stock.

6.06.  Options.  The Committee is authorized to grant Options to Participants on the following terms and conditions:

(i)  Exercise Price. The exercise price per Share purchasable under an Option shall be determined by the Committee; provided, however, that, except as provided in Section 7.03, such exercise price shall be not less than the Fair Market Value of a Share on the date of grant of such Option. After an Option is granted, the exercise price per Share purchasable under the Option may not be decreased, nor shall any other action be taken with respect to such Option that would constitute a "re-pricing" (determined in accordance with generally applicable accounting standards), unless such decrease or re-pricing is approved by the affirmative vote of the holders of a majority of the Shares present or represented and entitled to vote (and the affirmative vote of a majority of the Shares voting) at a meeting of the holders of the Shares, or any adjournment thereof.

(ii)  Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including, without limitation, cash, Shares, other Awards or awards issued under other Company plans, or other property; provided, however, that the Company shall not extend or maintain credit or arrange for the extension of credit, in the form of a personal loan, to or for any Participant. The Committee shall also determine the methods by which Shares will be delivered or deemed to be delivered to Participants. Options shall expire not later than ten years after the date of grant.

(iii)  Incentive Stock Options.  The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, including but not limited to the requirement that no Incentive Stock Option shall be granted more than ten years after the effective date of the Plan. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended, or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock Option under Section 422 of the Code. In the event a Participant voluntarily disqualifies an Option as an Incentive Stock Option, the Committee may, but shall not be obligated to, make such additional Awards or pay bonuses as the Committee shall deem appropriate to reflect the tax savings to the Company which result from such disqualification.

6.07.  Stock Appreciation Rights.  The Committee is authorized to grant Stock Appreciation Rights to Participants on the following terms and conditions:

(i)  Right to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine in the case of any such right, other than one related to an Incentive Stock Option, the Fair Market Value of one Share at any time during a specified period before or after the date of exercise) over (B) the grant price of the Stock Appreciation Right as determined by the Committee as of the date of grant of the Stock Appreciation Right, which, except as provided in Section 7.03, shall be not less than the Fair Market Value of one Share on the date of grant. After a Stock Appreciation Right is granted, the grant price of the Stock Appreciation Right may not be decreased, nor shall any other action be taken with respect to such Stock Appreciation Right that would constitute a "re-pricing" (determined in accordance with gener ally applicable accounting standards), unless such decrease or re-pricing is approved by the affirmative vote of the holders of a majority of the Shares present or represented and entitled to vote (and the affirmative vote of a majority of the Shares voting) at a meeting of the holders of the Shares, or any adjournment thereof.

(ii)  Other Terms. The Committee shall determine the time or times at which a Stock Appreciation Right may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable in settlement, method by which Shares will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any Stock Appreciation Right. Stock Appreciation Rights shall expire not later than ten years after the date of grant.

6.08.  Other Stock-Based Awards.  The Committee is authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation, Shares awarded purely as a "bonus" or other "incentive" whether or not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Subsidiaries. The Committee shall determine the terms and conditions of such Awards, which may include performance criteria. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 6.08 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, or other property, as the Committee shall determine.

SECTION 7.  Certain Provisions Applicable to Awards.

7.01.  Performance-Based Awards.  Performance Awards, Performance-Based Restricted Stock, and Other Stock-Based Awards available to Covered Employees and subject to performance criteria are intended to be "qualified performance-based compensation" within the meaning of section 162(m) of the Code and shall be paid to a Covered Employee solely on account of the attainment of one or more preestablished, objective performance goals within the meaning of section 162(m) and the regulations thereunder. Until otherwise determined by the Committee, the performance goal shall be the attainment of preestablished amounts of annual net income of the Company.

The payout of any such Award to a Covered Employee may be reduced, but not increased, based on the degree of attainment of other performance criteria or otherwise at the discretion of the Committee.

7.02.  Maximum Yearly Awards.  A maximum of 600,000 Shares (or the equivalent Fair Market Value thereof with respect to Awards valued in whole or in part by reference to, or otherwise based on or related to, Shares) may be made subject to Performance Awards, Performance-Based Restricted Stock, and Other Stock-Based Awards subject to performance criteria in any Year. The maximum payout of such Awards in any Year may not exceed 160% of the amount thereof, or 960,000 Shares in the aggregate and 125,000 Shares in the case of any Participant. A maximum of 1,500,000 Shares may be made subject to Options and Stock Appreciation Rights in any Year. No Participant may receive Awards covering or representing more than 25% of the maximum number of Shares which may be made subject to such types of Awards in any Year. The Share amounts in this Section 7.02 are as of December 31, 2003 and are subject to adjustment under Section 10 and are subject to the Plan maximum under Section 4.

7.03.  Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee and subject to the Repricing Restrictions, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company, any Subsidiary, or any business entity to be acquired by the Company or a Subsidiary, or any other right of a Participant to receive payment from the Company or any Subsidiary. If an Award is granted in substitution for another Award or award, the Committee shall require the surrender of such other Award or award in consideration for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or awards may be granted either as of the same time as or a different time from the grant of such other Awards or awards. Subject to the Repricing Restrictions, the per Share exercise price of any Option, grant price of any St ock Appreciation Right, or purchase price of any other Award conferring a right to purchase Shares:

(i)  Granted in substitution for an outstanding Award or award shall be not less than the lesser of the Fair Market Value of a Share at the date such substitute award is granted or such Fair Market Value at that date reduced to reflect the Fair Market Value at that date of the Award or award required to be surrendered by the Participant as a condition to receipt of the substitute Award; or

(ii)  Retroactively granted in tandem with an outstanding Award or award shall be not less than the lesser of the Fair Market Value of a Share at the date of grant of the later Award or at the date of grant of the earlier Award or award.

7.04.  Exchange Provisions.  Subject to the Repricing Restrictions, the Committee may at any time offer to exchange or buy out any previously granted Award for a payment in cash, Shares, other Awards (subject to Section 7.03), or other property based on such terms and conditions as the Committee shall determine and communicate to the Participant at the time that such offer is made.

7.05.  Term of Awards.  The term of each Award shall be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any Option or a Stock Appreciation Right granted in tandem therewith exceed a period of ten years from the date of its grant (or such shorter period as may be applicable under Section 422 of the Code).

7.06.  Form of Payment Under Awards.  Subject to the terms of the Plan and any applicable Award Agreement, and except as provided in Section 6.02(ii), payments to be made by the Company or a Subsidiary upon the grant or exercise of an Award may be made in such forms as the Committee shall determine, including without limitation, cash, Shares, other Awards, or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. Such payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments denominated in Shares. Where payment is made in Shares, the Company shall be authorized to withhold from any such distribution, in order to meet the Company's obligations for the p ayment of withholding taxes, Shares with a Fair Market Value equal to the minimum statutory withholding for taxes (including federal and state income taxes and payroll taxes applicable to the supplemental taxable income relating to such distribution) and any other tax liabilities for which the Company has an obligation with respect relating to such distribution.

SECTION 8.  General Restrictions Applicable to Awards.

8.01.  Six-Month Holding Period Restrictions Under Rule 16b-3. Unless a Participant could otherwise transfer an equity security, derivative security, or Shares issued upon exercise of a derivative security granted under the Plan without incurring liability under Section 16(b) of the Exchange Act, (i) an equity security issued under the Plan, other than an equity security issued upon exercise or conversion of a derivative security granted under the Plan, shall be held for at least six months from the date of acquisition; (ii) with respect to a derivative security issued under the Plan, at least six months shall elapse from the date of acquisition of the derivative security to the date of disposition of the derivative security (other than upon exercise or conversion) or its underlying equity security; and (iii) any Award in the nature of a Stock Appreciation Right must be held for six months from the date of grant to the date of cash settlement.

8.02.  Nontransferability; ISO Exercisability. Awards which constitute derivative securities (including any Option, Stock Appreciation Right, or similar right) shall not be transferable by a Participant except by will or the laws of descent and distribution or, in the case of any derivative security other than an Incentive Stock Option, pursuant to a beneficiary designation authorized under Section 8.04 or as otherwise determined by the Committee. An Incentive Stock Option shall be exercisable during the lifetime of a Participant only by such Participant or his guardian or legal representative.

8.03.  Compliance with Rule 16b-3. It is the intent of the Company that this Plan comply in all respects with Rule 16b-3 in connection with any Award granted to a person who is subject to Section 16 of the Exchange Act. Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 as then applicable to any such person, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements with respect to such person.

8.04.  Limits on Transfer of Awards; Beneficiaries. No right or interest of a Participant in any Award shall be pledged, encumbered, or hypothecated to or in favor of any party (other than the Company or a Subsidiary), or shall be subject to any lien, obligation, or liability of such Participant to any party (other than the Company or a Subsidiary). Unless otherwise determined by the Committee (including pursuant to Section 8.02), no Award subject to any restriction shall be assignable or transferable by a Participant otherwise than by will or the laws of descent and distribution (except to the Company under the terms of the Plan); provided, however, that a Participant may, in the manner established by the Committee designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any distribution, with respect to any Award, upon the death of the Participant. A beneficiary, guardian, legal representative, permitted transferee, or other person claiming any righ ts under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant or agreement applicable to such, except to the extent the Plan and such Award Agreement or agreement otherwise provide with respect to such persons, and to any additional restrictions deemed necessary or appropriate by the Committee.

8.05.  Registration and Listing Compliance. The Company shall not be obligated to deliver any Award or distribute any Shares with respect to any Award in a transaction subject to regulatory approval, registration, or any other applicable requirement of federal or state law, or subject to a listing requirement under any listing or similar agreement between the Company and any national securities exchange, until such laws, regulations, and contractual obligations of the Company have been complied with in full, although the Company shall be obligated to use its best efforts to obtain any such approval and comply with such requirements as promptly as practicable.

8.06.  Share Restrictions. All Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop-transfer order and other restrictions as the Committee may deem advisable under applicable federal or state laws, rules and regulations thereunder, and the rules of any national securities exchange on which Shares are listed. The Committee may cause (i) a legend or legends to be placed on such Shares, if they are evidenced by certificates, to make appropriate reference to such restrictions or any other restrictions that may be applicable to Shares, including under the terms of the Plan or any Award Agreement, and (ii) the creation and maintenance of a segregated restricted share account to hold any such Shares that are issued to a Participant as shares without certificates. In addition, during any period in which Awards or Shares are subject to restrictions under the terms of the Plan or any Award Agreement, or during any period during which delivery or rec eipt of an Award or Shares has been deferred by the Committee or a Participant, the Committee may require the Participant to enter into an agreement providing that any Shares issuable or issued pursuant to an Award shall (i) if represented by certificates, remain in the physical custody of the Company or such other person as the Committee may designate, or (ii) if issued as shares without certificates, remain in a segregated restricted share account from which they may be released only at the direction of the Company or such other person as the Committee may designate.

SECTION 9.  Change of Control Provisions.

Unless otherwise determined by the Committee in connection with the grant of an Award, or unless the Participant and the Company agree in writing that the provisions of this Section 9 shall not apply, the following provisions shall apply in the event of a "Change of Control" as defined in this Section 9:

9.01.  Acceleration.  The following shall automatically occur upon the occurrence of a "Change of Control" (as defined in Section 9.02):

(i)  50% of all Performance Awards, Performance-Based Restricted Stock and Other Stock-Based Awards not in the nature of a right that may be exercised and which are subject to performance criteria shall be deemed fully earned and vested at a deemed achievement level equal to the higher of (x) the targeted level of performance for such award or (y) the average level (expressed as a percentage of target) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Change of Control occurred (such higher level, the "Deemed Performance Award Achievement Level"); payment of each such vested award shall be made to the Participant as soon as practicable following such Change of Control; and the remainder of each such award shall remain outstanding (on a converted basis, if applicable) and shall remain subject to the terms and conditions of the Plan;

(ii)  Each share of Restricted Stock and each Other Stock-Based Award not in the nature of a right that may be exercised and which is not subject to performance criteria shall be fully vested and earned;

(iii)  Any Option, Stock Appreciation Right, and other Award in the nature of a right that may be exercised which was not previously exercisable and vested shall become fully exercisable and vested, and, notwithstanding any other provision of this Plan to the contrary, in the event a Participant's employment with the Company and the Subsidiaries is terminated other than for Cause during the 24-month period following a Change of Control, any Option or Stock Appreciation Right held by such Participant as of such Change of Control that remains outstanding on the date of such termination may thereafter be exercised by the Participant, to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Committee may determine, until the earlier of (A) the later of (x) the second anniversary of such date of such termination or (y) the applicable date under the applicable Award Agreement, or (B) the expiration of the stated term of such Option or Stock Appreciation Rig ht; and

(iv)  The restrictions, deferral limitations, and forfeiture conditions applicable to any other Award granted under the Plan shall lapse and such Awards shall be deemed fully vested.

9.02.  Change of Control. For the purposes of this Plan, a "Change of Control" shall mean the first to occur (after February 11, 2002) of the following:

(1)  The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions (collectively, the "Excluded Acquisitions") shall not constitute a Change of Control (it being understood that shares acquired in an Excluded Acquisition may nevertheless be considered in determining whether any subsequent acquisition by such individual, entity or group (other than an Excluded Acquisition) constitutes a Change of Control): (i) any acquisition directly from the Comp any or any Subsidiary; (ii) any acquisition by the Company or any Subsidiary; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (iv) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities; (v) any acquisition in connection with which, pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act, the individual, entity or group is permitted to, and actually does, report its beneficial ownership on Schedule 13G (or any successor Schedule); provided that, if any such individual, entity or group subsequently becomes required to or does report its beneficial ownership on Schedule 13D (or any successor Schedule), then, for purposes of this paragraph, such individual, entity or group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so report, beneficial ownership of all of the Outstanding Company C ommon Stock and/or Outstanding Company Voting Securities beneficially owned by it on such date; or (vi) any acquisition in connection with a Business Combination (as hereinafter defined) which, pursuant to subparagraph (3) below, does not constitute a Change of Control; or

(2)  Individuals who, as of February 11, 2002, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board; or

(3)  Consummation of a reorganization, merger, consolidation or other business combination (any of the foregoing, a "Business Combination") of the Company or any Subsidiary with any other corporation, in any case with respect to which:

(a)  the Outstanding Company Voting Securities outstanding immediately prior to such Business Combination do not, immediately following such Business Combination, continue to represent (either by remaining outstanding or being converted into voting securities of the resulting or surviving entity or any ultimate parent thereof) more than 55% of the outstanding common stock and of the then outstanding voting securities entitled to vote generally in the election of directors of the resulting or surviving entity (or any ultimate parent thereof); or

(b)  less than a majority of the members of the board of directors of the resulting or surviving entity (or any ultimate parent thereof) in such Business Combination (the "New Board") consists of individuals ("Continuing Directors") who were members of the Incumbent Board (as defined in subparagraph (2) above) immediately prior to consummation of such Business Combination (excluding from Continuing Directors for this purpose, however, any individual whose election or appointment to the Board was at the request, directly or indirectly, of the entity which entered into the definitive agreement with the Company or any Subsidiary providing for such Business Combination); or

(4)  (i) Consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which, following such sale or other disposition, more than 55% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities as the case may be or (ii) shareholder approval of a complete liquidati on or dissolution of the Company.

The term "the sale or disposition by the Company of all or substantially all of the assets of the Company" shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or of any Subsidiary (including the stock of any Subsidiary) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). The "fair market value of the Company" shall be the aggregate market value of the then Outstanding Company Common Stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the shares of Outstanding Company Common Stock shall be determined by multiplying the num ber of shares of Outstanding Company Common Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") by the average closing price of the shares of Outstanding Company Common Stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of Outstanding Company Common Stock or by such other method as the Board shall determine is appropriate.

9.03.  Benefits Upon First Anniversary of Change of Control. If a Participant remains employed by the Company or its affiliated companies, or both, as applicable, from the date of a Change of Control to the date of the first anniversary of such Change of Control, or if prior to the first anniversary of such Change of Control, the Participant's employment with the Company or its affiliates is involuntarily terminated by the Company or its affiliates, or both, as applicable, other than for Cause or Disability, the performance stock-based awards outstanding immediately prior to such Change of Control that did not become vested and earned at the time of such Change of Control pursuant to Section 9.01(i) shall (irrespective of any provision of the applicable Award Agreement providing for earlier or later vesting) become vested and earned as of the earlier of (a) the first anniversary of the Change of Control or (b) the date the Participant's employment is terminated. Payment in respect of such award s shall be made as soon as practicable following such date. The deemed level of achievement with respect to such awards shall be the Deemed Performance Award Achievement Level.

SECTION 10.  Adjustment Provisions. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan or for any other reason, then the Committee shall, in such manner as it may deem equitable, make such adjustments to outstanding Awards as it may determine to be appropriate. Such adjustments may include, without limitation: (i) adjustments to any or all of (A) the number and kind of Shares or other property which may thereafter be issued in connection with Awards, (B) the number and kind of Shares or other property issued or issuable in respect of outstanding Awards, and (C) the exercise price, grant price, or purchase price relating to any Award; (ii) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof; (iii) the substitution of other property (including, without limitation, other securities of the Company and securities of entities other than the Company) for the Shares covered by outstanding Awards; and (iv) in connection with any spin-off, sale, or other disaffiliation of any Subsidiary or division of the Company, arranging for the assumption, or replacement with new awards based on other property (including, without limitation, other securities of the Company and securities of entities other than the Company) for the Shares covered by outstanding Awards based on other securities or other property or cash, by the affected Subsidiary or division by the entity that controls such Subsidiary or division following such disaffiliation (as well as any corresponding adjustments to Awards that rema in based upon Company securities). In addition, the Committee shall have the discretion to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles; provided, however, that the Committee shall not have such discretion to the extent reserving or exercising such discretion would cause an Award intended, pursuant to Section 7.01, to qualify as "qualified performance-based compensation" not so to qualify.

SECTION 11.  Changes to the Plan and Awards.

11.01.  Changes to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan without the consent of shareholders or Participants, except that any such amendment, alteration, suspension, discontinuation, or termination shall be subject to the approval of the Company's shareholders within one year after such Board action if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange on which the Shares may be listed, or if the Board in its discretion determines that obtaining such shareholder approval is for any reason advisable; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may impair the rights of such Participant under any Award theretofore granted to him.

11.02.  Changes to Awards. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue, or terminate, any Award theretofore granted and any Award Agreement relating thereto; provided, however, that, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation, or termination of any Award may impair the rights of such Participant under such Award.

SECTION 12.  General Provisions.

12.01.  No Rights to Awards. No Participant or employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants and employees.

12.02.  No Shareholder Rights. No Award shall confer on any Participant any of the rights of a shareholder of the Company unless and until Shares are duly issued or transferred to the Participant in accordance with the terms of the Award.

12.03.  Tax Withholding. The Company or any Subsidiary is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes due with respect thereto, its exercise, or any payment thereunder, and to take such other action as the Committee may deem necessary or advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax liabilities relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of Participant's tax obligations.

12.04.  No Right to Employment. Nothing contained in the Plan or any Award Agreement shall confer, and no grant of an Award shall be construed as conferring, upon any employee any right to continue in the employ of the Company or any Subsidiary or to interfere in any way with the right of the Company or any Subsidiary to terminate his employment at any time or increase or decrease his compensation from the rate in existence at the time of granting of an Award.

12.05.  Unfunded Status of Awards. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company's obligations under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any award, which trusts or other arrangements shall be consistent with the "unfunded" status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

12.06.  Other Compensatory Arrangements. The Company or any Subsidiary shall be permitted to adopt other or additional compensation arrangements (which may include arrangements which relate to Awards), and such arrangements may be either generally applicable or applicable only in specific cases.

12.07.  Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

12.08.  Governing Law. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Florida, without giving effect to principles of conflicts of laws, and applicable federal law.

Effective Date. The Plan was originally effective on February 14, 1994 having been approved by the affirmative vote of the holders of a majority of the Shares present or represented and entitled to vote (and the affirmative vote of a majority of the Shares voting) at a meeting of the Company's shareholders held on May 9, 1994. The Plan was subsequently amended by the Board at a meeting held on February 12, 1996, amended and restated by the Board of Directors of the Company at a meeting held on February 11, 2002 and further amended and restated by the Board of Directors of the Company at a meeting held on December 20, 2002. The Plan was further amended and restated effective on May 21, 2004 (the "Effective Date"), having been approved by the affirmative vote of the holders of a majority of the Shares present or represented and entitled to vote (and the affirmative vote of a majority of the Shares voting) at a meeting of the Company's shareholders held on May 21, 2004, and was further amended and restate d by the Board of Directors of the Company (i) at a meeting held on February 18, 2005 and (ii) at a meeting held on October 14, 2005. The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such termination date shall not be affected or impaired by the termination of the Plan. [Note: In connection with the two-for-one division of the Shares approved by the Board of Directors of the Company on February 18, 2005 and effective March 15, 2005, and pursuant to the authority granted in Section 10 of the Plan, the Compensation Committee, by consent dated March 8, 2005 and effective March 15, 2005, adjusted the total number of Shares reserved and available for Awards under, and each maximum yearly award amount expressed as a number of Shares set forth in, the Plan automatically by multiplying the applicable number of Shares by two.]

EX-10

Exhibit 10(c)
FPL GROUP, INC.
2006 NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
Annual Retainer	$	32,000
(payable quarterly in common stock or cash)
Board or Committee meeting fee	$	1,500/meeting
Audit Committee Chair retainer (annual)	$	10,000
(payable quarterly)
Other Committee Chair retainer (annual)	$	5,000
(payable quarterly)
Annual grant of common stock		that number of shares determined by dividing $100,000 by closing price of FPL Group common stock on effective date of grant (rounded up to the nearest 10 shares)
(under Non-Employee Directors Stock Plan)
Miscellaneous		- Travel and Accident Insurance while on Company business.
		- Certain directors accrue dividends and interest on the phantom stock units granted to them upon the termination of the Non-Employee Director Retirement Plan in 1996.
		- Travel and related expenses while on Board business are reimbursed by the Company.
		- Directors may participate in the Company's Deferred Compensation Plan.

EX-12

Exhibit 12(a)
FPL GROUP, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (a)
		Nine Months Ended September 30, 2005
		(millions of dollars)
Earnings, as defined:
Net income			$	679
Income taxes				229
Fixed charges included in the determination of net income, as below				440
Amortization of capitalized interest				8
Distributed income of equity method investees				17
Less:  Equity in earnings of equity method investees				105
Total earnings, as defined			$	1,268
Fixed charges, as defined:
Interest charges			$	428
Rental interest factor				12
Fixed charges included in the determination of net income				440
Capitalized interest				18
Total fixed charges, as defined			$	458
Ratio of earnings to fixed charges and ratio of earnings
to combined fixed charges and preferred stock dividends (a)				2.77
_____________________
(a)	FPL Group, Inc. has no preference equity securities outstanding; therefore, the ratio of earnings to fixed charges is the same as the ratio of earnings to combined fixed charges and preferred stock dividends.

EX-12

Exhibit 12(b)
FLORIDA POWER & LIGHT COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (a)
		Nine Months Ended September 30, 2005
		(millions of dollars)
Earnings, as defined:
Net income			$	624
Income taxes				341
Fixed charges, as below				173
Total earnings, as defined			$	1,138
Fixed charges, as defined:
Interest charges			$	157
Rental interest factor				5
Capitalized interest				11
Total fixed charges, as defined			$	173
Ratio of earnings to fixed charges and ratio of earnings to				6.58
combined fixed charges and preferred stock dividends (a)
_____________________
(a)	Florida Power & Light Company's preference equity securities were redeemed in January 2005.  For the nine months ended September 30, 2005, preferred stock dividends were less than $1 million; therefore, the ratio of earnings to fixed charges is the same as the ratio of earnings to combined fixed charges and preferred stock dividends.

EX-31

Exhibit 31(a)
Rule 13a-14(a)/15d-14(a) Certification
I, Lewis Hay, III, certify that:
1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2005 of FPL Group, Inc. (the registrant);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:   November 4, 2005
			LEWIS HAY, III
			Lewis Hay, III Chairman of the Board, President and Chief Executive Officer of FPL Group, Inc.

EX-31

Exhibit 31(b)
Rule 13a-14(a)/15d-14(a) Certification
I, Moray P. Dewhurst, certify that:
1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2005 of FPL Group, Inc. (the registrant);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:   November 4, 2005
			MORAY P. DEWHURST
			Moray P. Dewhurst Vice President, Finance and Chief Financial Officer of FPL Group, Inc.

EX-31

Exhibit 31(c)
Rule 13a-14(a)/15d-14(a) Certification
I, Lewis Hay, III, certify that:
1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2005 of Florida Power & Light Company (the registrant);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:   November 4, 2005
			LEWIS HAY, III
			Lewis Hay, III Chairman of the Board and Chief Executive Officer of Florida Power & Light Company

EX-31

Exhibit 31(d)
Rule 13a-14(a)/15d-14(a) Certification
I, Moray P. Dewhurst, certify that:
1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2005 of Florida Power & Light Company (the registrant);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:   November 4, 2005
			MORAY P. DEWHURST
			Moray P. Dewhurst Senior Vice President, Finance and Chief Financial Officer of Florida Power & Light Company

EX-32

Exhibit 32(a)
Section 1350 Certification
We, Lewis Hay, III and Moray P. Dewhurst, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	The Quarterly Report on Form 10-Q of FPL Group, Inc. (FPL Group) for the quarterly period ended September 30, 2005 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FPL Group.
Dated:  November 4, 2005
		LEWIS HAY, III
		Lewis Hay, III Chairman of the Board, President and Chief Executive Officer of FPL Group, Inc.
		MORAY P. DEWHURST
		Moray P. Dewhurst Vice President, Finance and Chief Financial Officer of FPL Group, Inc.
A signed original of this written statement required by Section 906 has been provided to FPL Group and will be retained by FPL Group and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of FPL Group under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

EX-32

Exhibit 32(b)
Section 1350 Certification
We, Lewis Hay, III and Moray P. Dewhurst, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)	The Quarterly Report on Form 10-Q of Florida Power & Light Company (FPL) for the quarterly period ended September 30, 2005 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FPL.
Dated:  November 4, 2005
		LEWIS HAY, III
		Lewis Hay, III Chairman of the Board and Chief Executive Officer of Florida Power & Light Company
		MORAY P. DEWHURST
		Moray P. Dewhurst Senior Vice President, Finance and Chief Financial Officer of Florida Power & Light Company
A signed original of this written statement required by Section 906 has been provided to FPL and will be retained by FPL and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of FPL under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).