EXHIBIT 4(c)iii

       FLORIDA POWER & LIGHT COMPANY

           OFFICER'S CERTIFICATE
       Regarding Company Order 1-D-1


          Dilek Samil, the Treasurer and Assistant Secretary
of Florida Power & Light Company (the "Company"), pursuant to the
authority granted in the accompanying Board Resolutions (all
capitalized terms used herein which are not defined herein but are
defined in the Subordinated Indenture referred to below, shall have
the meanings specified in the Subordinated Indenture), does hereby
certify to The Chase Manhattan Bank (National Association) (the
"Trustee"), as Trustee under the Indenture (For Unsecured
Subordinated Debt Securities) of the Company dated as of November 1,
1995 (the "Subordinated Indenture") that:

          1.   The first series of the Securities to be
issued under the Subordinated Indenture shall have the title "8.75%
Quarterly Income Debt Securities (Subordinated Deferrable Interest
Debentures, Due 2025)" ("Debentures of the First Series").  The
Debentures of the First Series will bear interest from November 10,
1995 at the rate of 8.75% payable in equal quarterly installments, in
arrears, on March 31, June 30, September 30 and December 31 of each
year, commencing December 31, 1995. 

          2.   The Debentures of the First Series shall
mature and the principal shall be due and payable together with all
accrued and unpaid interest thereon on November 1, 2025.

          3.   The office of Trustee shall be the office or
agency of the Company at which (1) the principal of and premium, if
any, and interest, if any, on the Debentures of the First Series
shall be payable, (2) registration of transfer of the Debentures of
the First Series may be effected, (3) exchanges of the Debentures of
the First Series may be effected and (4) notices and demands to or
upon the Company in respect of the Debentures of the First Series and
the Subordinated Indenture may be served; provided, however, that the
Company reserves the right to change, by one or more Officer's
Certificates, any such office or agency; and provided, further, that
the payment of interest may be made at the option of the Company (i)
by checks mailed to the address of persons entitled thereto, as such
address shall appear on the Security Register for the Debentures of
the First Series, or (ii) by wire transfers to accounts maintained by
the persons entitled thereto as specified in the Security Register.
The Trustee will be the Security Registrar and the Paying Agent for
the Debentures of the First Series.

          4.   In the event that, at any time subsequent to
the initial authentication and delivery of the Debentures of the
First Series, the Debentures of the First Series are to be held by a
securities depositary, the Company may at such time establish the
matters contemplated in clause (r) in the second paragraph of Section
301 of the Subordinated Indenture in an Officer's Certificate
supplemental to this Certificate.

          5.   No service charge shall be made for the
registration of transfer or exchange of the Debentures of the First
Series; provided, however, that the Company may require payment of a
sum sufficient to cover any tax or other governmental change payable
in connection thereafter.

          6.   The Debentures of the First Series shall
have such other terms and provisions as are provided in the form set
forth in Exhibit A thereto, and shall be issued in substantially such
form.

          7.   The undersigned has read the accompanying
Company Order and Board Resolutions and all of the covenants or
conditions contained in Sections 102, 201, 301, 303 and 312 of the
Subordinated Indenture relating thereto and the definitions in the
Subordinated Indenture relating thereto.

          8.   The statements contained in this certificate
are based upon the familiarity of the undersigned with the
Subordinated Indenture, the documents accompanying this certificate,
and upon discussions by the undersigned with officers and employees
of the Company familiar with the matters set forth herein.

          9.   In the opinion of the undersigned, he or she
has made such examination or investigation as is necessary to express
an informed opinion whether or not such covenants or conditions have
been complied with.

          10.  In the opinion of the undersigned, such
covenants and conditions have been complied with.


Dated:  November 10, 1995

                                  
__________________________________
Dilek Samil
Treasurer and Assistant Secretary