Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-102172

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 28, 2003)

[FPL LOGO]

FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS,
$500,000,000 5 5/8% SERIES DUE APRIL 1, 2034

---------------------

Florida Power & Light Company will pay interest on the securities on
April 1 and October 1 of each year, beginning October 1, 2003. Florida Power &
Light Company may redeem some or all of the securities at any time before their
maturity date at the redemption prices discussed under "Certain Terms of the
Offered Bonds--Redemption" beginning on page S-4 of this prospectus supplement.

Florida Power & Light Company does not plan to list the securities on
any securities exchange. The securities are secured by the lien of Florida Power
& Light Company's mortgage and rank equally with all of Florida Power & Light
Company's first mortgage bonds. The lien of the mortgage is discussed under
"Description of the Bonds--Security" on page 7 of the accompanying prospectus.

SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS
TO READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE MAKING AN INVESTMENT IN
THESE SECURITIES.

Florida Power & Light Company's principal executive offices are located
at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone number (561)
694-4000, and its mailing address is P.O. Box 14000, Juno Beach, Florida
33408-0420.

----------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement and the accompanying prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.

----------------------

PER FIRST MORTGAGE
BOND TOTAL
----------------- ------------

Price to Public................................................. 99.579% $497,895,000
Underwriting Discount........................................... 0.875% $ 4,375,000
Proceeds to Florida Power & Light Company
(before expenses)............................................. 98.704% $493,520,000

In addition to the Price to Public set forth above, each purchaser will
pay an amount equal to the interest accrued, if any, on these securities from
the date that these securities are originally issued to the date that they are
delivered to that purchaser.

These securities are expected to be delivered to the underwriters in
book-entry only form through The Depository Trust Company and its participants,
on or about April 4, 2003.

----------------------

The following underwriters have agreed to purchase these securities on
a firm commitment basis.

BANC OF AMERICA SECURITIES LLC WACHOVIA SECURITIES
JPMorgan Salomon Smith Barney
Mellon Financial Markets, LLC
Merrill Lynch & Co.
Scotia Capital
SunTrust Robinson Humphrey
March 31, 2003

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
----

Use of Proceeds....................................................... S-3
Capitalization of FPL................................................. S-3
Certain Terms of the Offered Bonds.................................... S-4
Underwriting.......................................................... S-7

PROSPECTUS

About this Prospectus................................................. 2
Risk Factors.......................................................... 2
FPL................................................................... 4
Use of Proceeds....................................................... 4
Ratio of Earnings to Fixed Charges.................................... 4
Where You Can Find More Information................................... 4
Incorporation By Reference............................................ 5
Cautionary Statements................................................. 5
Description of the Bonds.............................................. 5
Plan of Distribution.................................................. 11
Experts............................................................... 11
Legal Opinions........................................................ 12

THE ACCOMPANYING PROSPECTUS IS PART OF A REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD RELY ONLY ON THE INFORMATION
INCORPORATED BY REFERENCE OR PROVIDED IN THIS PROSPECTUS SUPPLEMENT AND IN THE
ACCOMPANYING PROSPECTUS. FLORIDA POWER & LIGHT COMPANY ("FPL") HAS NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION.
FPL IS NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS SUPPLEMENT OR IN THE ACCOMPANYING PROSPECTUS IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS OR THAT THE INFORMATION
INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE
DOCUMENT INCORPORATED BY REFERENCE.

S-2

USE OF PROCEEDS

The information in this section adds to the information in the "Use of
Proceeds" section on page 4 of the accompanying prospectus. Please read these
two sections together.

The First Mortgage Bonds, 5 5/8% Series due April 1, 2034 are referred
to in this prospectus supplement as the "Offered Bonds." FPL will add the net
proceeds from the sale of the Offered Bonds to its general funds and expects to
use its general funds to repay FPL's short-term borrowings and for other
corporate purposes. As of March 31, 2003, FPL had an aggregate of $590 million
of commercial paper outstanding, which had maturities of up to 51 days and which
had annual interest rates ranging from 1.29% to 1.35%. FPL will temporarily
invest in short-term instruments any proceeds that are not immediately required
for these purposes.

CAPITALIZATION OF FPL

The following table shows FPL's capitalization as of December 31, 2002,
and as adjusted. This table is qualified in its entirety by, and should be
considered in conjunction with, the more detailed information incorporated by
reference or provided in this prospectus supplement or in the accompanying
prospectus.

OUTSTANDING ADJUSTED(A)
AT ---------------------------------
DECEMBER 31, 2002 AMOUNT PERCENT
----------------- --------------- ------------
(UNAUDITED)
(IN MILLIONS)

Common Shareholders' Equity................... $5,382 $5,382 63.5%
Long-term debt (excluding current
maturities)................................. $2,364 $2,864 33.8%
Preferred stock without sinking
fund requirements........................... $ 226 $ 226 2.7%
----------------- --------------- ------------
Total Capitalization..................... $7,972 $8,472 100.0%
================= =============== ============

<FN>

(a) To give effect to the issuance of the Offered Bonds offered by this
prospectus supplement. Adjusted amounts do not reflect any possible future
issuance and sale from time to time by FPL of additional securities.

</FN>

S-3

CERTAIN TERMS OF THE OFFERED BONDS

The information in this section adds to the information in the
"Description of the Bonds" section beginning on page 5 of the accompanying
prospectus. Please read these two sections together.

GENERAL. FPL will issue $500,000,000 aggregate principal amount of the
Offered Bonds as a new series of First Mortgage Bonds under the Mortgage (as
defined in the accompanying prospectus). The One Hundred Third Supplemental
Indenture, dated as of April 1, 2003, supplements the Mortgage and establishes
the specific terms of the Offered Bonds.

INTEREST AND PAYMENT. FPL will pay interest semi-annually on the
Offered Bonds at 5 5/8% per annum. The Offered Bonds will mature on April 1,
2034. FPL will pay interest on the Offered Bonds on April 1 and October 1 of
each year (each an "Interest Payment Date"). The first Interest Payment Date
will be October 1, 2003. The record date for interest payable on any Interest
Payment Date on the Offered Bonds shall be the close of business (1) on the
business day immediately preceding such Interest Payment Date so long as the
Offered Bonds remain in book-entry only form, or (2) on the 15th calendar day
before each Interest Payment Date if the Offered Bonds do not remain in
book-entry only form. See "--Book-Entry Only Issuance--The Depository Trust
Company."

Interest on the Offered Bonds will accrue from and including the date
of original issuance to and excluding the first Interest Payment Date. Starting
on the first Interest Payment Date, interest on each Offered Bond will accrue
from and including the last Interest Payment Date to which FPL has paid or duly
provided for the payment of interest on that Offered Bond. No interest will
accrue on an Offered Bond for the day that the Offered Bond matures. The amount
of interest payable for any period will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The amount of interest payable for any
period shorter than a full semi-annual period for which interest is computed
will be computed on the basis of the number of days in the period using 30-day
calendar months.

FPL will pay interest on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest on the Offered Bonds at the rate of 6% per annum.

REDEMPTION. FPL may redeem any of the Offered Bonds at its option or if
and when required by the Mortgage. FPL may redeem any of the Offered Bonds at
any time or from time to time, on any date prior to their maturity (each a
"Redemption Date"). FPL will give notice of its intent to redeem Offered Bonds
at least 30 days prior to a Redemption Date. If FPL redeems all or any part of
the Offered Bonds, it will pay a redemption price ("Redemption Price") equal to
the sum of:

(1) 100% of the principal amount of the Offered Bonds being redeemed
plus

(2) accrued and unpaid interest thereon, if any, to the Redemption
Date plus

(3) any applicable "make-whole premium."

The Redemption Price for the Offered Bonds will never be less than 100% of the
principal amount of those Offered Bonds plus accrued and unpaid interest on
those Offered Bonds to the Redemption Date.

The amount of the make-whole premium with respect to any Offered Bonds
to be redeemed will be equal to the excess, if any, of:

(1) the sum of the present values, calculated as of the Redemption
Date, of:

S-4

(a) each interest payment that, but for such redemption, would
have been payable on the Offered Bonds being redeemed on
each Interest Payment Date occurring after the Redemption
Date (excluding any accrued interest for the period prior to
the Redemption Date); and

(b) the principal amount that, but for such redemption, would
have been payable at the final maturity of the Offered Bonds
being redeemed; over

(2) the principal amount of the Offered Bonds being redeemed.

The present values of interest and principal payments referred to in
clause (1) above will be determined in accordance with generally accepted
principles of financial analysis. Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as defined
below) plus 20 basis points.

FPL will appoint an independent investment banking institution of
national standing to calculate the make-whole premium; provided that Banc of
America Securities LLC or Wachovia Securities, Inc. will make such calculation
if (1) FPL fails to make such appointment at least 30 days prior to the
Redemption Date, or (2) the institution so appointed is unwilling or unable to
make such calculation. If Banc of America Securities LLC or Wachovia Securities,
Inc. is to make such calculation but is unwilling or unable to do so, then the
Trustee will appoint an independent investment banking institution of national
standing to make such calculation. In any case, the institution making such
calculation is referred to in this prospectus supplement as an "Independent
Investment Banker."

For purposes of determining the make-whole premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the Offered Bonds to be redeemed,
calculated to the nearest 1/12th of a year (the "Remaining Term"). The
Independent Investment Banker will determine the Treasury Yield as of the third
business day immediately preceding the applicable Redemption Date.

The Independent Investment Banker will determine the weekly average
yields of United States Treasury Notes by reference to the most recent
statistical release published by the Federal Reserve Bank of New York and
designated "H.15(519) Selected Interest Rates" or any successor release (the
"H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury Notes having a constant maturity that
is the same as the Remaining Term, then the Treasury Yield will be equal to such
weekly average yield. In all other cases, the Independent Investment Banker will
calculate the Treasury Yield by interpolation, on a straight-line basis, between
the weekly average yields on the United States Treasury Notes that have a
constant maturity closest to and greater than the Remaining Term and the United
States Treasury Notes that have a constant maturity closest to and less than the
Remaining Term (in each case as set forth in the H.15 Statistical Release). The
Independent Investment Banker will round any weekly average yields so calculated
to the nearest 1/100th of 1%, and will round upward for any figure of 1/200th of
1% or above. If weekly average yields for United States Treasury Notes are not
available in the H.15 Statistical Release or otherwise, then the Independent
Investment Banker will select comparable rates and calculate the Treasury Yield
by reference to those rates.

The Mortgage provides that if FPL at any time elects to redeem only a
part of the Offered Bonds, the Trustee will select the particular Offered Bonds
to be redeemed by proration among registered holders of the Offered Bonds or, in
some cases, by such other method that it deems proper as provided in the
Mortgage. However, if the Offered Bonds are solely registered in the name of
Cede & Co. and traded through DTC, then DTC will select the Offered Bonds to be
redeemed in accordance with its practices as described below in "--Book-Entry
Only Issuance--The Depository Trust Company."

S-5

If at the time notice of redemption is given, the redemption moneys are
not on deposit with the Trustee, then the redemption shall be subject to their
receipt before the Redemption Date and such notice shall be of no effect unless
such moneys are received.

Cash deposited under any provisions of the Mortgage (with certain
exceptions) may be applied to the purchase of First Mortgage Bonds of any
series.

BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY. The Offered
Bonds will trade through DTC. The Offered Bonds will be represented by one or
more global certificates and registered in the name of Cede & Co., DTC's
nominee.

DTC is a New York clearing corporation and a clearing agency registered
under Section 17A of the Securities Exchange Act of 1934. DTC holds securities
for its participants. DTC also facilitates settlement of securities transactions
among its participants through electronic computerized book-entry changes in the
participants' accounts. This eliminates the need for physical movement of
securities certificates. The participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
corporations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of
participants of DTC, members of other clearing corporations and by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Others who maintain a custodial
relationship with a participant can use the DTC system. The rules that apply to
DTC and those using its systems are on file with the Securities and Exchange
Commission.

Purchases of the Offered Bonds within the DTC system must be made
through participants, which will receive a credit for the Offered Bonds on DTC's
records. The beneficial ownership interest of each purchaser will be recorded on
the participants' records. Beneficial owners will not receive written
confirmation from DTC of their purchases, but beneficial owners should receive
written confirmations of the transactions, as well as periodic statements of
their holdings, from the participants through which they purchased Offered
Bonds. Beneficial owners will not receive certificates for their Offered Bonds,
except if use of the book-entry system for the Offered Bonds is discontinued.

To facilitate subsequent transfers, all Offered Bonds deposited by
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of the Offered Bonds with DTC and their registration in the name of
Cede & Co. effects no change in beneficial ownership. DTC has no knowledge of
the actual beneficial owners of the Offered Bonds. DTC's records reflect only
the identity of the participants to whose accounts such Offered Bonds are
credited. These participants may or may not be the beneficial owners.
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

Conveyance of notices and other communications by DTC to participants,
and by participants to beneficial owners, will be governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time. Beneficial owners of Offered Bonds may wish to take certain
steps to augment transmission to them of notices of significant events with
respect to the Offered Bonds, such as redemptions, tenders and defaults.

Redemption notices will be sent to Cede & Co., as registered holder of
the Offered Bonds. If less than all of the Offered Bonds are being redeemed,
DTC's practice is to determine by lot the amount of Offered Bonds of each
participant to be redeemed.

Neither DTC nor Cede & Co. will itself consent or vote with respect to
Offered Bonds. Under its usual procedures, DTC would mail an omnibus proxy to
FPL as soon as possible after the record date. The omnibus proxy assigns the
consenting or voting rights of Cede & Co. to those participants to whose
accounts the Offered Bonds are credited on the record date. FPL believes that
these arrangements will enable the beneficial owners to exercise rights
equivalent in substance to the rights that can be directly exercised by a
registered holder of the Offered Bonds.

S-6

Payments of redemption proceeds, principal of, and interest on the
Offered Bonds will be made to Cede & Co., or such other nominee as may be
requested by DTC. DTC's practice is to credit participants' accounts on the
relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payments
on that payment date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices. Payments will be the
responsibility of participants and not of DTC, Deutsche Bank Trust Company
Americas (the Trustee under the Mortgage) or FPL. Payment of redemption
proceeds, principal and interest to Cede & Co. (or such other nominee as may be
requested by DTC) is the responsibility of FPL. Disbursement of payments to
participants is the responsibility of DTC, and disbursement of payments to the
beneficial owners is the responsibility of participants.

Except as provided in this prospectus supplement, a beneficial owner
will not be entitled to receive physical delivery of the Offered Bonds.
Accordingly, each beneficial owner must rely on the procedures of DTC to
exercise any rights under the Offered Bonds.

DTC may discontinue providing its services as securities depositary
with respect to the Offered Bonds at any time by giving reasonable notice to
FPL. In the event no successor securities depositary is obtained, certificates
for the Offered Bonds will be printed and delivered. FPL may decide to replace
DTC or any successor depositary. Additionally, FPL may decide to discontinue use
of the system of book-entry transfers through DTC (or a successor depositary)
with respect to the Offered Bonds. In that event, certificates for the Offered
Bonds will be printed and delivered.

The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that FPL believes to be reliable, but FPL
does not take responsibility for the accuracy of this information.

UNDERWRITING

FPL is selling the Offered Bonds to the underwriters named in the table
below pursuant to an underwriting agreement dated the date of this prospectus
supplement. Subject to certain conditions, FPL has agreed to sell to each of the
underwriters, and each of the underwriters has severally agreed to purchase, the
principal amount of Offered Bonds set forth opposite that underwriter's name in
the table below:

PRINCIPAL AMOUNT
UNDERWRITER OF OFFERED BONDS
----------- ----------------

Banc of America Securities LLC ............................. $175,000,000

Wachovia Securities, Inc.................................... 175,000,000

J.P. Morgan Securities Inc.................................. 35,000,000

Salomon Smith Barney Inc.................................... 35,000,000

Mellon Financial Markets, LLC............................... 20,000,000

Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................................... 20,000,000

Scotia Capital (USA) Inc.................................... 20,000,000

SunTrust Capital Markets, Inc............................... 20,000,000
------------
Total ...................................... $500,000,000
============

S-7

Under the terms and conditions of the underwriting agreement, the
underwriters must buy all of the Offered Bonds if they buy any of them. The
underwriting agreement provides that the obligations of the underwriters
pursuant thereto are subject to certain conditions. In the event of a default by
an underwriter, the underwriting agreement provides that, in certain
circumstances, the purchase commitment of the non-defaulting underwriters may be
increased or the underwriting agreement may be terminated. The underwriters will
offer the Offered Bonds to the public when and if the underwriters buy the
Offered Bonds from FPL.

FPL will compensate the underwriters by selling the Offered Bonds to
them at a price that is less than the price to the public by the amount of the
"Underwriting Discount" set forth in the table below. The underwriters will sell
the Offered Bonds to the public at the respective price to the public set forth
on the cover page of this prospectus supplement and may sell the Offered Bonds
to certain dealers at a price that is less than the price to the public by no
more than the amount of the "Initial Dealers' Concession" set forth in the table
below. The underwriters and such dealers may sell the Offered Bonds to certain
other dealers at a price that is less than the price to the public by no more
than the amount of the "Reallowed Dealers' Concession" set forth in the table
below.

(EXPRESSED AS A PERCENTAGE
OF PRINCIPAL AMOUNT)
--------------------

Underwriting Discount................................... 0.875%

Initial Dealers' Concession............................. 0.500%

Reallowed Dealers' Concession........................... 0.250%

An underwriter may reject offers for the Offered Bonds. After the
initial public offering of the Offered Bonds, the underwriters may change the
offering price and other selling terms of the Offered Bonds.

There is no established trading market for the Offered Bonds. The
underwriters have advised FPL that they intend to make a trading market in the
Offered Bonds but are not obligated to do so and may discontinue such
market-making activities at any time without notice. FPL cannot give any
assurance as to the maintenance of the trading market for, or the liquidity of,
the Offered Bonds.

In connection with the offering, Banc of America Securities LLC and
Wachovia Securities, Inc. on behalf of the underwriters may each purchase and
sell the Offered Bonds in the open market. These transactions may include
over-allotment, syndicate covering transactions and stabilizing transactions.
Over-allotment includes syndicate sales of Offered Bonds in excess of the
principal amount of Offered Bonds to be purchased by the underwriters in the
offering, which creates a syndicate short position. Syndicate covering
transactions involve purchases of the Offered Bonds in the open market after the
distribution has been completed in order to cover syndicate short positions.
Stabilizing transactions consist of certain bids or purchases of Offered Bonds
made for the purpose of preventing or retarding a decline in the market price of
the Offered Bonds while the offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim an initial dealers' concession from a syndicate member
when Banc of America Securities LLC or Wachovia Securities, Inc., in covering
syndicate short positions or making stabilizing purchases, repurchases the
Offered Bonds originally sold by that syndicate member.

Any of these activities may cause the price of the Offered Bonds to be
higher than the price that otherwise would exist in the open market in the
absence of such transactions. These transactions may be effected in the
over-the-counter market or otherwise and, if commenced, may be discontinued at
any time.

S-8

FPL estimates that its expenses in connection with the sale of the
Offered Bonds, other than underwriting discounts, will be $2,700,000. This
estimate includes expenses relating to Florida taxes, printing, rating agency
fees, trustee's fees and legal fees, among other expenses.

FPL has agreed to indemnify the underwriters against, or to contribute
to payments the underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters or their affiliates may engage from time to
time in various general financings and banking transactions with FPL and its
affiliates.

S-9

PROSPECTUS

$1,000,000,000

FLORIDA POWER & LIGHT COMPANY

FIRST MORTGAGE BONDS

-------------------------------------

Florida Power & Light Company may offer from time to time up to
$1,000,000,000 of its first mortgage bonds.

Florida Power & Light Company will provide specific terms of these
securities, including their offering prices, in supplements to this prospectus.
The supplements may also add, update or change information contained in this
prospectus. You should read this prospectus and any supplements carefully before
you invest.

Florida Power & Light Company may offer these securities directly or
through underwriters, agents or dealers. The supplements to this prospectus will
describe the terms of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section on page 11 of this
prospectus also provides more information on this topic.

SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS TO READ ABOUT
CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE MAKING AN INVESTMENT IN THESE
SECURITIES.

------------------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

March 28, 2003

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that Florida Power
& Light Company ("FPL") has filed with the Securities and Exchange Commission
("SEC") using a "shelf" registration process. Under this shelf registration
process, FPL may sell the securities described in this prospectus in one or more
offerings up to a total dollar amount of $1,000,000,000. This prospectus
provides you with a general description of the securities that FPL may offer.
Each time FPL sells securities, FPL will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the headings
"Where You Can Find More Information" and "Incorporation by Reference."

For more detailed information about the securities, you can read the
exhibits to the registration statement. Those exhibits have been either filed
with the registration statement or incorporated by reference to earlier SEC
filings listed in the registration statement.

RISK FACTORS

Before purchasing the securities, investors should carefully consider
the following risk factors together with the other information incorporated by
reference or provided in this prospectus or in a prospectus supplement in order
to evaluate an investment in the securities.

FPL IS SUBJECT TO COMPLEX LAWS AND REGULATIONS AND TO CHANGES IN LAWS AND
REGULATIONS, INCLUDING INITIATIVES REGARDING RESTRUCTURING OF THE ENERGY
INDUSTRY. THESE FACTORS MAY HAVE A NEGATIVE IMPACT ON THE BUSINESS AND RESULTS
OF OPERATIONS OF FPL.

FPL is subject to changes in laws or regulations, including the Public
Utility Regulatory Policies Act of 1978 and the Public Utility Holding Company
Act of 1935, changing governmental policies and regulatory actions, including
those of the Federal Energy Regulatory Commission, the Florida Public Service
Commission, and the U.S. Nuclear Regulatory Commission, 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 and amortization of assets and facilities, recovery of fuel and
purchased power costs, decommissioning costs, return on common equity and equity
ratio limits, and present or prospective wholesale and retail competition
(including but not limited to retail wheeling and transmission costs). The
Florida Public Service Commission has the authority to disallow recovery of
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 is subject to extensive federal, state and local environmental
statutes, rules and regulations relating to air quality, water quality, waste
management, natural resources and health and safety that could, among other
things, restrict or limit the use of certain fuels required for the production
of electricity. 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 operates 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 will need to adapt to these changes and may face
increasing competitive pressure.

THE OPERATION OF POWER GENERATION FACILITIES, INCLUDING NUCLEAR FACILITIES,
INVOLVES SIGNIFICANT RISKS THAT COULD ADVERSELY AFFECT THE RESULTS OF OPERATIONS
AND FINANCIAL CONDITION OF FPL.

The operation of power generation facilities involves many risks,
including start up risks, breakdown or failure of equipment, transmission lines
or pipelines, the dependence on a specific fuel source or the impact of unusual

or adverse weather conditions (including natural disasters such as hurricanes),
as well as the risk of performance below expected 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's nuclear units face certain risks that are unique
to the nuclear industry including additional regulatory actions up to and
including shut down of the units stemming from public safety concerns, whether
at FPL's plants or at the plants of other nuclear operators.

THE CONSTRUCTION OF, AND CAPITAL IMPROVEMENTS TO, POWER GENERATION FACILITIES
INVOLVE SUBSTANTIAL RISKS. SHOULD CONSTRUCTION OR CAPITAL IMPROVEMENT EFFORTS BE
UNSUCCESSFUL, THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF FPL COULD BE
NEGATIVELY AFFECTED.

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

THE USE OF DERIVATIVE CONTRACTS BY FPL IN THE NORMAL COURSE OF BUSINESS COULD
RESULT IN FINANCIAL LOSSES THAT NEGATIVELY IMPACT THE RESULTS OF OPERATIONS OF
FPL.

FPL uses derivative instruments, such as swaps, options, futures and
forwards to manage its commodity and financial market risks, and to a lesser
extent, engages in limited trading activities. FPL could recognize financial
losses as a result of volatility in the market values of these contracts, or if
a counterparty fails to perform. In addition, FPL's use of such instruments
could be subject to prudency challenges by the Florida Public Service Commission
and if found imprudent, cost disallowance.

BECAUSE FPL AND FPL GROUP RELY ON ACCESS TO CAPITAL MARKETS, THE INABILITY TO
ACCESS CAPITAL MARKETS ON FAVORABLE TERMS MAY LIMIT THE ABILITY OF FPL TO GROW
ITS BUSINESS AND WOULD LIKELY INCREASE INTEREST COSTS.

FPL as well as FPL Group, Inc., which owns all of the common stock of
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
and FPL Group to maintain their current credit ratings could affect FPL's
ability to raise capital on favorable terms, particularly during times of
uncertainty in the capital markets which, in turn, could impact FPL's ability to
grow its business and would likely increase its interest costs.

WEATHER CONDITIONS CAN AFFECT FPL'S RESULTS OF OPERATIONS.

FPL's results of operations can be affected by changes in the weather.
Weather conditions directly influence the demand for electricity and natural gas
and affect the price of energy commodities. In addition, severe weather can be
destructive, causing outages and/or property damage, which could require
additional costs to be incurred.

FPL IS SUBJECT TO COSTS AND OTHER EFFECTS OF LEGAL PROCEEDINGS, CHANGES IN TAX
AND INFLATION RATES, AND CHANGES IN OR ADDITIONS TO APPLICABLE TAX POLICIES,
RATES OF INFLATION AND ACCOUNTING STANDARDS.

FPL is 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 rates or policies, rates of inflation or accounting
standards.

THREATS OF TERRORISM AND CATASTROPHIC EVENTS THAT COULD RESULT FROM TERRORISM
MAY IMPACT THE OPERATIONS OF FPL IN UNPREDICTABLE WAYS.

FPL is 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 U.S., and the increased cost and adequacy of security
and insurance.

THE ABILITY OF FPL TO OBTAIN INSURANCE AND THE TERMS OF ANY AVAILABLE INSURANCE
COVERAGE COULD BE AFFECTED BY NATIONAL AND COMPANY-SPECIFIC EVENTS.

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

FPL IS SUBJECT TO EMPLOYEE WORKFORCE FACTORS THAT COULD AFFECT THE BUSINESS AND
FINANCIAL CONDITION OF FPL.

FPL is subject to employee workforce factors, including loss or
retirement of key executives, availability of qualified personnel, collective
bargaining agreements with union employees or work stoppage that could affect
the business and financial condition of FPL.

FPL

FPL was incorporated under the laws of Florida in 1925 and is engaged
in the generation, transmission, distribution and sale of electric energy. FPL
supplies electric service throughout most of the east and lower west coasts of
the State of Florida, serving a population of nearly 8 million. At December 31,
2002, FPL served approximately 4.0 million customer accounts. FPL Group, Inc.
owns all of FPL's common stock. FPL Group is a public utility holding company,
as defined in the Public Utility Holding Company Act of 1935. FPL Group is
exempt from substantially all of the provisions of the Public Utility Holding
Company Act of 1935 on the basis that FPL Group's and FPL's businesses are
predominantly intrastate in character.

USE OF PROCEEDS

Unless otherwise stated in a prospectus supplement, FPL will add the
net proceeds from the sale of these securities to its general funds. FPL uses
its general funds for corporate purposes, including to repay, redeem or purchase
outstanding debt and preferred stock, to repay short-term borrowings and to
finance the acquisition or construction of additional electric facilities. FPL
will temporarily invest any proceeds that it does not need to use immediately in
short-term instruments.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows FPL's ratio of earnings to fixed charges for
each of its last five fiscal years:

Years Ended December 31,
------------------------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----

7.47 6.44 6.02 6.26 5.69

WHERE YOU CAN FIND MORE INFORMATION

FPL files annual, quarterly and other reports and other information
with the SEC. You can read and copy any information filed by FPL with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can obtain additional information about the Public Reference Room by
calling the SEC at 1-800-SEC-0330.

In addition, the SEC maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including FPL. FPL also
maintains an Internet site (http://www.fpl.com).

INCORPORATION BY REFERENCE

The SEC allows FPL to "incorporate by reference" the information that
FPL files with the SEC, which means that FPL may, in this prospectus, disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus.
Information that FPL files in the future with the SEC will automatically update
and supersede this information. FPL is incorporating by reference the document
listed below and any future filings FPL makes with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 between the date of
this prospectus until FPL sells all of these securities:

(1) FPL's Annual Report on Form 10-K for the year ended December 31, 2002.

You may request a copy of these documents, at no cost to you, by
writing or calling Robert J. Reger, Jr., Esq., Thelen Reid & Priest LLP, 875
Third Avenue, New York, New York, 10022, (212) 603-2000. FPL will provide to
each person, including any beneficial owner, to whom this prospectus is
delivered, a copy of any or all of the information that has been incorporated by
reference in this prospectus but not delivered with this prospectus.

CAUTIONARY STATEMENTS

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, FPL is hereby filing cautionary statements
identifying important factors that could cause FPL's actual results to differ
materially from those projected in forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of FPL in this prospectus or any supplement to this prospectus, in
presentations, 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," "estimated," "projection," "target," "outlook") are
not statements of historical facts 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 specific factors discussed in "Risk Factors" herein and in
the reports that are incorporated herein by reference (in addition to any
assumptions and other factors referred to specifically in connection with such
forward-looking statements) that could cause FPL's actual results to differ
materially from those contained in forward-looking statements made by or on
behalf of FPL.

Any forward-looking statement speaks only as of the date on which that
statement is made, and FPL undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of those factors, nor can it assess the impact of each
of those factors 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 issues and associated risks and uncertainties discussed in "Risk
Factors" herein and in the reports that are incorporated by reference herein are
not the only ones FPL may face. Additional issues may arise or become material
as the energy industry evolves. The risks and uncertainties associated with
those additional issues could impair FPL's business in the future.

DESCRIPTION OF THE BONDS

GENERAL. FPL will issue these securities, in one or more series, under
its Mortgage and Deed of Trust dated as of January 1, 1944, with Deutsche Bank
Trust Company Americas, as Trustee, which has been amended and supplemented in
the past and which will be supplemented again by one or more supplemental
indentures relating to these securities. This Mortgage and Deed of Trust, as
amended and supplemented, is referred to in this prospectus as the "Mortgage."
These securities are referred to in this prospectus as the "Bonds." All first
mortgage bonds issued or to be issued under the Mortgage, including the Bonds,
are referred to herein as "First Mortgage Bonds."

This section briefly summarizes some of the terms of the Bonds and some
of the provisions of the Mortgage and uses some terms that are not defined in
this prospectus but that are defined in the Mortgage. This summary is not
complete. You should read this summary together with the Mortgage and the
supplemental indenture establishing the Bonds for a complete understanding of
all the provisions. The Mortgage and the form of supplemental indenture have
been previously filed with the SEC, and are exhibits to the registration
statement filed with the SEC of which this prospectus is a part. In addition,
the Mortgage is qualified as an indenture under the Trust Indenture Act of 1939
and is therefore subject to the provisions of the Trust Indenture Act of 1939.
You should read the Trust Indenture Act of 1939 for a complete understanding of
its provisions.

Each series of Bonds may have different terms. FPL will include some or
all of the following information about a specific series of Bonds in the
prospectus supplement relating to those Bonds:

(1) the designation and series of those Bonds,

(2) the aggregate principal amount of those Bonds,

(3) the offering price of those Bonds,

(4) the date(s) on which those Bonds will mature,

(5) the interest rate(s) for those Bonds, or how the interest rate(s) will
be determined,

(6) the dates on which FPL will pay the interest on those Bonds,

(7) the denominations in which FPL may issue those Bonds, if other than
denominations of $1,000 or multiples of $1,000,

(8) the place where the principal of and interest on those Bonds will be
payable, if other than at Deutsche Bank Trust Company Americas in New
York City,

(9) the currency or currencies in which payment of the principal of and
interest on those Bonds may be made, if other than U.S. dollars,

(10) the terms pursuant to which FPL may redeem any of those Bonds,

(11) whether all or a portion of those Bonds will be in global form, and

(12) any other terms or provisions relating to those Bonds that are not
inconsistent with the provisions of the Mortgage.

FPL will issue the Bonds in fully registered form without coupons,
unless otherwise stated in a prospectus supplement. A holder of Bonds may
exchange those Bonds, without charge, for an equal aggregate principal amount of
Bonds of the same series, having the same issue date and with identical terms
and provisions, unless otherwise stated in a prospectus supplement. A holder of
Bonds may transfer those Bonds without cost to the holder, other than for
applicable stamp taxes or other governmental charges, unless otherwise stated in
a prospectus supplement. FPL may issue all or some of the Bonds in "book-entry"
form, which means that they will be represented by global notes, instead of
certificates. If FPL issues global notes representing any Bonds, then a
depository selected by FPL will keep a record of the beneficial interests in
those global notes and record any transfers of those beneficial interests and
the depository, or its custodian, will hold those global notes. Any additional
requirements as to the form and method of exchange of Bonds will be described in
a prospectus supplement.

SPECIAL PROVISIONS FOR RETIREMENT OF BONDS. If, during any 12 month
period, any governmental body orders FPL to dispose of mortgaged property, or
buys mortgaged property from FPL, and FPL receives $10 million or more from the
sale or disposition, then, in most cases, FPL must use that money to redeem
First Mortgage Bonds. If this occurs, FPL may redeem First Mortgage Bonds of any

series that are redeemable at the redemption prices applicable to those First
Mortgage Bonds. If any Bonds are redeemable, the redemption prices applicable to
those Bonds will be set forth in a prospectus supplement.

SECURITY. The Mortgage secures the Bonds as well as all other First
Mortgage Bonds already issued under the Mortgage and still outstanding. FPL may
issue more First Mortgage Bonds in the future and those First Mortgage Bonds
will also be secured by the Mortgage. The Mortgage constitutes a first mortgage
lien on all of the properties and franchises that FPL owns, except as discussed
below.

The lien of the Mortgage is or may be subject to the following:

(1) leases of minor portions of FPL's property to others for uses that do
not interfere with FPL's business,

(2) leases of certain property that is not used in FPL's electric
business,

(3) Excepted Encumbrances, which include certain tax and real estate
liens, and specified rights, easements, restrictions and other
obligations, and

(4) vendors' liens, purchase money mortgages and liens on property that
already exist at the time FPL acquires that property.

The Mortgage does not create a lien on the following "excepted
property":

(1) cash and securities,

(2) certain equipment, materials or supplies and fuel (including nuclear
fuel unless it is expressly subjected to the lien of the Mortgage),

(3) automobiles and other vehicles,

(4) receivables, contracts, leases and operating agreements,

(5) materials or products, including electric energy, that FPL generates,
produces or purchases for sale or use by FPL, and

(6) timber, minerals, mineral rights and royalties.

The Mortgage will generally also create a lien on property that FPL
acquires after the date of this prospectus, other than "excepted property".
However, if FPL consolidates or merges with, or sells substantially all of its
assets to, another corporation, the lien created by the Mortgage will generally
not cover the property of the successor company, other than the property that it
acquires from FPL and improvements, replacements and additions to that property.

The Mortgage provides that the Trustee has a lien on the mortgaged
property for the payment of its reasonable compensation and expenses and for
indemnity against certain liabilities. This lien takes priority over the lien
securing the Bonds.

ISSUANCE OF ADDITIONAL BONDS. FPL may issue an unlimited amount of
First Mortgage Bonds under the Mortgage so long as it meets the issuance tests
set forth in the Mortgage, which are generally described below. FPL may issue
Bonds from time to time in an amount equal to:

(1) 60% of unfunded Property Additions after adjustments to offset
retirements,

(2) the amount of retired First Mortgage Bonds or Qualified Lien Bonds,
and

(3) the amount of cash that FPL deposits with the Trustee.

Property Additions generally include the following:

(1) plants, lines, pipes, mains, cables, machinery, boilers, transmission
lines, pipe lines, distribution systems, service systems and supply
systems,

(2) nuclear fuel that has been expressly subjected to the lien of the
Mortgage,

(3) railroad cars, barges and other transportation equipment (other than
trucks) for the transportation of fuel, and

(4) other property, real or personal, and improvements, extensions,
additions, renewals or replacements located within the United States
of America or its coastal waters.

FPL may use any property of the type described in (1) through (4) above
as Property Additions whether or not that property is in operation and prior to
obtaining permits or licenses relating to that property. Securities, fuel
(including nuclear fuel unless expressly subjected to the lien of the Mortgage),
automobiles or other vehicles, or property used principally for the production
or gathering of natural gas will not qualify as Property Additions. The Mortgage
contains restrictions on the issuance of First Mortgage Bonds based on Property
Additions that are subject to other liens and upon the increase of the amount of
those liens.

In most cases, FPL may not issue Bonds unless it meets the "net
earnings" test set forth in the Mortgage, which requires, generally, that FPL's
adjusted net earnings (before income taxes) for 12 consecutive months out of the
15 months preceding the issuance must have been either:

(1) at least twice the annual interest requirements on all First Mortgage
Bonds at the time outstanding, including the Bonds that FPL proposes
to issue at the time, and all indebtedness of FPL that ranks prior or
equal to the First Mortgage Bonds, or

(2) at least 10% of the principal amount of all First Mortgage Bonds at
the time outstanding, including the Bonds that FPL proposes to issue
at the time, and all indebtedness of FPL that ranks prior or equal to
the First Mortgage Bonds.

The Mortgage requires FPL to replace obsolete or worn out property and
specifies certain deductions to FPL's adjusted net earnings for property
repairs, retirement, additions and maintenance. With certain exceptions, FPL
does not need to meet the "net earnings" test to issue Bonds if the issuance is
based on retired First Mortgage Bonds or Qualified Lien Bonds.

As of December 31, 2002, FPL could issue under the Mortgage
approximately $5.5 billion of additional First Mortgage Bonds based on unfunded
Property Additions and $5.4 billion of additional First Mortgage Bonds based on
retired First Mortgage Bonds.

RELEASE AND SUBSTITUTION OF PROPERTY. FPL may release property from the
lien of the Mortgage if it does any of the following in an aggregate amount
equal to the fair value of the property to be released:

(1) deposits with the Trustee, cash or, to a limited extent, purchase
money mortgages,

(2) uses unfunded Property Additions acquired by FPL in the last five
years, or

(3) waives its right to issue First Mortgage Bonds

in each case without satisfying any net earnings requirement.

If FPL deposits cash so that it may release property from the lien of
the Mortgage or so that it may issue additional First Mortgage Bonds, it may
withdraw that cash if it uses unfunded Property Additions or waives its right to
issue First Mortgage Bonds without satisfying any net earnings requirement in an
amount equal to the cash that FPL seeks to withdraw.

When property released from the lien of the Mortgage is not Funded
Property, then, if FPL acquires new Property Additions within two years:

(1) Property Additions used for the release of that property will not
(subject to some exceptions) be considered Funded Property, and

(2) any waiver by FPL of its right to issue First Mortgage Bonds, which is
used for the release of that property, will cease to be an effective
waiver and FPL will regain the right to issue those First Mortgage
Bonds.

The Mortgage contains provisions relating to cash proceeds of property
that is not Funded Property that are similar to the provisions relating to
release of that property. The Mortgage contains special provisions relating to
pledged Qualified Lien Bonds and the disposition of money received on those
Qualified Lien Bonds.

FPL does not need a release from the Mortgage in order to use its
nuclear fuel even if that nuclear fuel has been expressly subjected to the lien
and operation of the Mortgage.

DIVIDEND RESTRICTIONS. In some cases, the Mortgage restricts the amount
of retained earnings that FPL can use to pay cash dividends on its common stock.
The restricted amount may change depending on factors set out in the Mortgage.
Other than this restriction on the payment of common stock dividends, the
Mortgage does not restrict FPL's use of retained earnings. As of December 31,
2002, no retained earnings were restricted by these provisions of the Mortgage.

MODIFICATION OF THE MORTGAGE. Generally the rights of all of the
holders of First Mortgage Bonds may be modified with the consent of the holders
of 66-2/3% of the principal amount of all of the outstanding First Mortgage
Bonds. However, if less than all series of First Mortgage Bonds are affected by
a modification, that modification also requires the consent of the holders of
66-2/3% of the principal amount of all of the outstanding First Mortgage Bonds
of each series affected.

FPL has reserved the right to amend the Mortgage without the consent of
the holders of any series of First Mortgage Bonds created after April 30, 1992
(including the Bonds) to permit modification of the Mortgage generally with the
consent of the holders of only a majority of the First Mortgage Bonds affected
by the modification.

In most cases, the following modifications will not be effective
against any holder of First Mortgage Bonds affected by the modification unless
that holder consents:

(1) modification of the terms of payment of principal and interest payable
to that holder,

(2) modification creating an equal or prior lien on the mortgaged property
or depriving that holder of the benefit of the lien of the Mortgage,
and

(3) modification reducing the percentage vote required for modification
(except as described above).

DEFAULT AND NOTICE THEREOF. The following are defaults under the
Mortgage:

(1) failure to pay the principal of any First Mortgage Bond,

(2) failure to pay interest on any First Mortgage Bond for 60 days after
that interest is due,

(3) failure to pay principal of or interest on any Qualified Lien Bond
beyond any applicable grace period for the payment of that principal
or interest,

(4) failure to pay any installments of funds for retirement of First
Mortgage Bonds for 60 days after that installment is due,

(5) certain events in bankruptcy, insolvency or reorganization, and

(6) the expiration of 90 days following notice by the Trustee or the
holders of 15% of the First Mortgage Bonds relating to other covenants
of FPL.

Except in the case of failure to pay principal, interest or any
installment for retirement of First Mortgage Bonds, the Trustee may withhold
notice of default if it believes that withholding the notice is in the interests
of the holders of First Mortgage Bonds.

Holders of 25% of the First Mortgage Bonds may declare the principal
and the interest due on default. A majority of the holders of First Mortgage
Bonds may annul that declaration if the default has been cured. No holder of
First Mortgage Bonds may enforce the lien of the Mortgage unless the following
things have occurred:

(1) the holder has given the Trustee written notice of a default,

(2) the holders of 25% of the First Mortgage Bonds have requested the
Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to the Trustee for the costs, expenses and
liabilities that the Trustee may incur by acting, and

(3) the Trustee has failed to act.

Notwithstanding the foregoing, a holder of First Mortgage Bonds has the
right to sue FPL if FPL fails to pay, when due, interest or principal on those
First Mortgage Bonds, unless that holder gives up that right.

The Trustee is not required to risk its funds or incur personal
liability if there is reasonable ground for believing that the repayment is not
reasonably assured. The holders of a majority of the First Mortgage Bonds may
direct the time, method, and place of conducting any proceedings for any remedy
available to the Trustee, or exercising any of the Trustee's powers.

SATISFACTION AND DISCHARGE OF MORTGAGE. The Mortgage may be satisfied
and discharged if and when FPL provides for the payment of all of the First
Mortgage Bonds and all other sums due under the Mortgage.

EVIDENCE TO BE FURNISHED TO THE TRUSTEE. FPL furnishes written
statements of FPL's officers, or persons selected or paid by FPL, annually (and
when certain events occur) to the Trustee to show that FPL is in compliance with
Mortgage provisions and that there are no defaults under the Mortgage. In some
cases, these written statements must be provided by an independent accountant,
appraiser, engineer or counsel.

CONCERNING THE TRUSTEE. In the regular course of business, FPL may
obtain short-term funds from several banks, including Deutsche Bank Trust
Company Americas.

PLAN OF DISTRIBUTION

FPL may sell the Bonds:

(1) through underwriters or dealers,

(2) through agents, or

(3) directly to one or more purchasers.

THROUGH UNDERWRITERS OR DEALERS. If FPL uses underwriters in the sale
of the Bonds, the underwriters will acquire the Bonds for their own account. The
underwriters may resell the Bonds in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The underwriters may sell the Bonds directly or
through underwriting syndicates represented by managing underwriters. Unless
otherwise stated in the prospectus supplement relating to the Bonds, the
obligations of the underwriters to purchase those Bonds will be subject to
certain conditions, and the underwriters will be obligated to purchase all of
those Bonds if they purchase any of them. If FPL uses a dealer in the sale, FPL
will sell the Bonds to the dealer as principal. The dealer may then resell those
Bonds at varying prices determined at the time of resale.

Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

THROUGH AGENTS. FPL may designate one or more agents to sell the Bonds.
Unless otherwise stated in a prospectus supplement, the agents will agree to use
their best efforts to solicit purchases for the period of their appointment.

DIRECTLY. FPL may sell the Bonds directly to one or more purchasers. In
this case, no underwriters, dealers or agents would be involved.

GENERAL INFORMATION. A prospectus supplement will state the name of any
underwriter, dealer or agent and the amount of any compensation, underwriting
discounts or concessions paid, allowed or reallowed to them. A prospectus
supplement will also state the proceeds to FPL from the sale of the Bonds, any
initial public offering price and other terms of the offering of those Bonds.

FPL may authorize underwriters, dealers or agents to solicit offers by
certain institutions to purchase the Bonds from FPL at the public offering price
and on the terms described in the related prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future.

FPL may have agreements to indemnify underwriters, dealers and agents
against, or to contribute to payments which the underwriters, dealers and agents
may be required to make in respect of, certain civil liabilities, including
liabilities under the Securities Act of 1933.

EXPERTS

The consolidated financial statements incorporated by reference in this
prospectus from FPL's Annual Report on Form 10-K have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

LEGAL OPINIONS

Steel Hector & Davis LLP, Miami, Florida, and Thelen Reid & Priest LLP,
New York, New York, co-counsel to FPL, will pass upon the legality of the Bonds
for FPL. Hunton & Williams, New York, New York, will pass upon the legality of
the Bonds for any underwriter, dealer or agent. Thelen Reid & Priest LLP and
Hunton & Williams may rely as to all matters of Florida law upon the opinion of
Steel Hector & Davis LLP. Steel Hector & Davis LLP may rely as to all matters of
New York law upon the opinion of Thelen Reid & Priest LLP.

-------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. FPL HAS NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH ADDITIONAL OR DIFFERENT INFORMATION. FPL IS NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS OR THAT THE INFORMATION INCORPORATED BY REFERENCE IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THE DOCUMENT INCORPORATED BY
REFERENCE.

================================================================================

FLORIDA POWER & LIGHT COMPANY

FIRST MORTGAGE BONDS,
$500,000,000 5 5/8% SERIES DUE APRIL 1, 2034

[FPL LOGO]

-------------

PROSPECTUS SUPPLEMENT

MARCH 31, 2003

-------------

BANC OF AMERICA SECURITIES LLC WACHOVIA SECURITIES

JPMORGAN SALOMON SMITH BARNEY

MELLON FINANCIAL MARKETS, LLC
MERRILL LYNCH & CO.
SCOTIA CAPITAL
SUNTRUST ROBINSON HUMPHREY

================================================================================