EXHIBIT 10(d)
  
                              SUPPLEMENT
                                TO THE
                            FPL GROUP, INC.
                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                           AS IT APPLIES TO
                            THOMAS F. KIRK
  
  
1. Introduction.  Section 5.03 of the FPL Group, Inc.
     Supplemental Executive Retirement Plan as amended and
     restated effective January 1, 1994 (the "Plan") authorizes
     the Committee and the Employer to adopt supplements that
     modify or add to the terms of the Plan.  Pursuant to this
     authority the Committee adopts this supplement (the
     "Supplement"), which is incorporated by this reference and
     forms a part of the Plan.
  
2. Applicability of This Supplement.  The provisions of this
     Supplement shall only apply to Thomas F. Kirk (the
     "Participant").
  
3. Definitions.  All of the capitalized terms used in this
     Supplement shall have the meanings assigned to them in the
     Plan, unless explicitly defined in this Supplement.  The
     following words, when used in the Supplement, shall have the
     following meanings:
  
   (a)  "Adjusted Years of Service" shall mean the sum of:
  
        (i)  Years of Service completed as of March 31,
               2010, multiplied by two (2), and
  
        (ii) Years of Service, if any, credited after
               such date.
  
   (b)  "Participant" shall mean Thomas F. Kirk.
  
   (c)  "Supplemental SERP Benefit" shall mean the benefit
          described in Section 4 hereof.
  
   (d)  "Supplement" shall mean the supplement as set forth
          in this document as it may be amended from time to
          time.
  
4. Benefits.  To the extent vested (as described in Section 5
     hereof), the benefits to be provided under this Supplement
     to which the Participant shall be entitled shall be the
     Supplemental SERP Benefit.  The "Supplemental SERP Benefit"
     shall be the difference, if any, between (a) and (b), where:
  
   (a)  is the benefit to which the Participant would be
          entitled under the Pension Plan, expressed in the
          normal form of benefit, if such benefit was computed
          (i) as if benefits under such plan were based upon
          the Participant's Bonus Compensation and Adjusted
          Years of Service, (ii) without the annual
          compensation limitation imposed by Section 401
          (a)(17) of the Code, and (iii) without the
          restrictions or the limitations imposed by Sections
          415(b) or 415(e) of the Code; and
  
   (b)  is the sum of the benefits payable to the
          Participant under the Pension Plan and the Plan,
          both expressed in the normal form of benefit.
  
   As between the Plan and this Supplement, there shall be no
  duplication of benefits.
  
5. Vesting of Benefits.   The benefits to be provided under
     this Supplement shall vest in accordance with Section 3.02
     of the Plan.
  
6. Right to Amend or Terminate this Supplement.  The powers
     reserved to the Committee with respect to amendment and
     termination of the Plan (i.e., Article V of the Plan) shall
     apply with equal force to this Supplement.
  
7. Effective Date.  This Supplement shall be adopted effective
     as of January 2, 1997.
  
   IN WITNESS WHEREOF, the Committee has caused this instrument
  to be executed this 6th day of June, 1997 by their duly authorized
  officers, effective as of date and year described above.
  
                             FPL GROUP, INC.
  
  
  
                             By:   LAWRENCE J. KELLEHER
                                   Lawrence J. Kelleher
                                   Vice President, Human Resources