Filed pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-102172 and 333-112199

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 28, 2003)

[LOGO OMITTED]

FLORIDA POWER & LIGHT COMPANY
FIRST MORTGAGE BONDS,
$240,000,000 5.65% SERIES DUE FEBRUARY 1, 2035
_____________________

Florida Power & Light Company will pay interest on the securities on
February 1 and August 1 of each year, beginning August 1, 2004. 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-7 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 S-3 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 or the accompanying prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.
_____________________

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

Price to Public............................... 99.724% $239,337,600
Underwriting Discount......................... .875% $2,100,000
Proceeds to Florida Power & Light Company
(before expenses)............................ 98.849% $237,237,600

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, on or about January
29, 2004.
_____________________

Joint Book-Running Managers

BANC OF AMERICA SECURITIES LLC JPMORGAN

Co-Managers

ABN AMRO INCORPORATED
BANC ONE CAPITAL MARKETS, INC.
LAZARD
MCDONALD INVESTMENTS INC.
THE ROYAL BANK OF SCOTLAND
SCOTIA CAPITAL

The date of this prospectus supplement is January 26, 2004.

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. NEITHER FLORIDA POWER & LIGHT COMPANY ("FPL") NOR THE
UNDERWRITERS HAS AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH ADDITIONAL OR
DIFFERENT INFORMATION. NEITHER FPL NOR THE UNDERWRITERS IS 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.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
----

Risk Factors.............................................................. S-3
Use of Proceeds........................................................... S-5
Ratio of Earnings to Fixed Charges........................................ S-5
Capitalization of FPL..................................................... S-6
Certain Terms of the Offered Bonds........................................ S-6
Underwriting.............................................................. S-10
Legal Opinions............................................................ S-12

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

S-2

RISK FACTORS

The information in this section replaces the information in the "Risk
Factors" section beginning on page 2 of the accompanying prospectus.

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 supplement or in the prospectus 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 output of certain facilities or the use of certain
fuels required for the production of electricity and/or 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 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, use of new technology, 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 the ability to 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's plants or at the plants of other nuclear operators.

S-3

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 price risks. FPL could recognize financial
losses 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 value of the reported fair value of these
contracts. 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 recovery 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, ACCOUNTING STANDARDS, SECURITIES LAWS AND CORPORATE
GOVERNANCE REQUIREMENTS.

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, accounting
standards, securities laws or corporate governance requirements.

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.

S-4

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.

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, 5.65% Series due February 1, 2035 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. FPL expects to
use its general funds to repay FPL's short-term borrowings and for other
corporate purposes. As of December 31, 2003, FPL's short-term indebtedness
consisted of $630 million of commercial paper outstanding, which had maturities
of up to 82 days and which had annual interest rates ranging from 1.07% to
1.17%. FPL will temporarily invest in short-term instruments any proceeds that
are not immediately required for these purposes.

RATIO OF EARNINGS TO FIXED CHARGES

The information in this section adds to the information in the "Ratio of
Earnings to Fixed Charges" section on page 4 of the accompanying prospectus.
Please read these two sections together. For the nine months ended September 30,
2003, FPL's ratio of earnings to fixed charges was 8.09.

S-5

CAPITALIZATION OF FPL

The following table shows FPL's capitalization as of December 31, 2003, and
as adjusted. This table, which is presented in this prospectus supplement solely
to provide limited introductory information, 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.

ADJUSTED(a)
----------------------------
DECEMBER 31, 2003 AMOUNT PERCENT
----------------- ------------ -------------
(UNAUDITED)
(IN MILLIONS)

Common Shareholder's Equity............... $6,004 $6,004 64.26%
Long-term debt (excluding current
maturities)............................. $3,074 $3,314 35.47%
Preferred stock without sinking
fund requirements....................... $ 5 $ 25 0.27%
------------ ------------ ------------
Total Capitalization................. $9,083 $9,343 100.00%
` ============ ============ ============
<FN>
(a) To give effect to (i) the issuance of the Offered Bonds offered by this
prospectus supplement and (ii) the issuance of 200,000 shares, $100 par
value per share, of FPL's 4 1/2% Preferred Stock, Series V to FPL Group,
Inc. on January 20, 2004. Adjusted amounts do not reflect any discounts in
connection with the issuance of the Offered Bonds. Adjusted amounts also do
not reflect any possible issuance and sale from time to time after the date
of this prospectus supplement by FPL of additional securities.
</FN>

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 $240,000,000 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 Fifth Supplemental
Indenture, dated as of January 1, 2004, 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 5.65% per annum. The Offered Bonds will mature on February 1, 2035. FPL
will pay interest on the Offered Bonds on February 1 and August 1 of each year
(each an "Interest Payment Date"). The first Interest Payment Date will be
August 1, 2004. 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 but 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 to but excluding the
next succeeding Interest Payment Date. No interest will accrue on an Offered
Bond for the day that the Offered Bond matures. The amount of interest payable

S-6

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.

DIVIDEND RESTRICTIONS. As of September 30, 2003, no retained earnings were
restricted by provisions of the Mortgage described in the accompanying
prospectus which restrict the amount of retained earnings that FPL can use to
pay cash dividends on its common stock.

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:

(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 15 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 J.P. Morgan 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 J.P. Morgan 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

S-7

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."

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.

MODIFICATION OF THE MORTGAGE. FPL has reserved a right to amend the
Mortgage without the consent of any series of first mortgage bonds created after
April 30, 1992, including the Offered Bonds, to permit modification of the
Mortgage generally with the consent of the holders of a majority of the first
mortgage bonds affected by the modification. See "Description of the
Bonds--Modification of the Mortgage" on page 9 of the accompanying prospectus.
Since all of the first mortgage bonds issued on or prior to April 30, 1992 have
matured or have been redeemed and are no longer outstanding under the Mortgage,
FPL may exercise this right to amend the Mortgage at any time.

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 the post-trade settlement of
securities transactions among its participants through electronic computerized
book-entry transfers and pledges 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 organizations. DTC is a wholly-owned subsidiary

S-8

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. Transfers of ownership in the Offered Bonds are to be accomplished by
entries made on the books of the participants acting on behalf of beneficial
owners. 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, defaults and
proposed amendments to the Offered Bonds. Beneficial owners of the Offered Bonds
may wish to ascertain that the nominee holding the Offered Bonds has agreed to
obtain and transmit notices to the beneficial owners.

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, unless authorized by a participant in accordance with DTC's
procedures. 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.

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 upon DTC's receipt of
funds and corresponding detail information from FPL or its agent, on the payable
date in accordance with their respective holdings shown on DTC's records.
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, subject to any statutory or regulatory requirements
as may be in effect from time to time. 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.

S-9

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 between FPL and the underwriters named below, for whom Banc of
America Securities LLC and J.P. Morgan Securities Inc. are acting as
representatives. 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............................. $84,000,000
J.P. Morgan Securities Inc................................. $84,000,000
ABN AMRO Incorporated...................................... $12,000,000
Banc One Capital Markets, Inc.............................. $12,000,000
Lazard Freres & Co. LLC.................................... $12,000,000
McDonald Investments Inc................................... $12,000,000
The Royal Bank of Scotland plc............................. $12,000,000
Scotia Capital (USA) Inc................................... $12,000,000
------------
Total ..................................... $240,000,000
============

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
sell 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 amounts of the "Initial Dealers' Concession" and the "Reallowed
Dealers' Concession" set forth in the table below.

S-10

(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 currently 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 J.P.
Morgan Securities Inc. on behalf of the underwriters may 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 J.P. Morgan 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.

Certain of the underwriters will make the Offered Bonds available for
distribution on the Internet through a proprietary Web site and/or a third-party
system operated by Market Axess Inc., an Internet-based communications
technology provider. Market Axess Inc. is providing the system as a conduit for
communications between those underwriters and their customers and is not a party
to any transactions. Market Axess Inc., a registered broker-dealer, will receive
compensation from those underwriters based on transactions those underwriters
conduct through the system. Those underwriters will make the Offered Bonds
available to their customers through Internet distributions, whether made
through a proprietary or third-party system, on the same terms as distributions
made through other channels.

FPL estimates that its expenses in connection with the sale of the Offered
Bonds, other than underwriting discounts, will be $1.5 million. 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.

Lazard Freres & Co. LLC ("Lazard") has entered into an agreement with
Mitsubishi Securities (USA), Inc. ("Mitsubishi") pursuant to which Mitsubishi
provides certain advisory and/or other services to Lazard, including in respect
of this offering. In return for the provision of such services by Mitsubishi to
Lazard, Lazard will pay to Mitsubishi a mutually agreed upon fee.

S-11

Certain of the underwriters or their affiliates may engage from time to
time in various general financing and commercial banking transactions with FPL
and its affiliates. Affiliates of certain of the underwriters are lenders to FPL
and/or affiliates of FPL under various short-term and multi-year credit
agreements.

LEGAL OPINIONS

The information in this section replaces the information in the "Legal
Opinions" section on page 12 of the accompanying prospectus.

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 Offered
Bonds for FPL. Hunton & Williams LLP, New York, New York, will pass upon the
legality of the Offered Bonds for the underwriters. Thelen Reid & Priest LLP and
Hunton & Williams LLP may rely as to all matters of Florida law upon the opinion
of Steel Hector & Davis LLP, and Steel Hector & Davis LLP may rely as to all
matters of New York law upon the opinion of Thelen Reid & Priest LLP.

S-12

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.

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.

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.

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.

WEATHER CONDITIONS CAN AFFECT FPL'S RESULTS OF OPERATIONS.

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.

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

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

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.

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FLORIDA POWER & LIGHT COMPANY

FIRST MORTGAGE BONDS,

$240,000,000 5.65% SERIES DUE FEBRUARY 1, 2035