AMENDMENT #3
TO THE
FPL  GROUP, INC.
SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN

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

First:		Section 1.13 of the Plan is revised to read as follows:

	1.13	"Employer" shall mean Group and any of its subsidiaries or
affiliates listed in Appendix A.  To be eligible to listed
in Appendix A, a subsidiary or affiliate must be a member
of the controlled group of corporations (within the
meaning of Section 414(b) of the Code) or a member of a
trade or business (whether or not incorporated) under
common control (within the meaning of Section 414(c) of
the Code) that includes Group and must be determined to be
eligible to participate in the Plan by a Corporate Officer
(as defined in Subsection 5.01(a)).  Any subsidiary or
affiliate that is or becomes eligible to adopt the Plan
and become an Employer listed in Appendix A may, with the
approval of a Corporate Officer, adopt this Plan and
become an Employer listed in Appendix A.  The date on
which such eligible subsidiary or affiliate may become an
Employer in the Plan shall be determined by a Corporate
Officer.

Each Employer, other than Group, shall furnish to Group
the information with respect to each of its Participants
necessary to enable Group to maintain records sufficient
to determine the benefits (and the compensation sources of
such benefits) which may become payable to or with respect
to such Participants and to give those Participants any
reports which may be required under the terms of the Plan
or by law.

Group shall establish and maintain separate accounts for
each Employer listed on Appendix A and their respective
Participants. Such separate accounting is intended to
comply with Section 404(a)(5) of the Code and Section
1.404(a)-12 of the Treasury Regulations (which provide
that an Employer can deduct the amounts contributed to a
nonqualified plan in the taxable year in which an amount
attributable to the contribution is includable in the
gross income of employees participating in the Plan, but,
in the case of a Plan in which more than one employee
participates only if separate accounts are maintained for
each employee).

See Section 4.05 for the responsibility of each Employer
to pay benefits provided under the Plan to their
respective employees and their allocable share of
administrative expenses and Section 5.04  for the ability
of each Employer to separately withdraw from participation
in the Plan.

Second:	The changes set forth in this Amendment #3 shall be effective as
of January 1, 1999.

Third:		In all other respects, the Plan shall remain unchanged by
this Amendment #3.

	IN WITNESS WHEREOF, the Compensation Committee of the Board of
Directors has caused this amendment to be signed by its duly authorized
officer and its corporate seal to be hereunto affixed as of this 10th day
of May, 1999.

FPL  GROUP,  INC.

By: LARRY KELLEHER

Title: Sr. V.P.


APPENDIX A



List of Participating Employers

1. Florida Power and Light Company

2. FPL Energy, Inc.