FORM 4

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.

Kelleher, Lawrence J.

FPL Group, Inc. (FPL)

6. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)

Director

10% Owner

X

Officer (give title below)

Other (specify below)

(Last)        (First)       (Middle)

FPL Group, Inc.
700 Universe Boulevard

3. I.R.S. Identification Number of
    Reporting Person, if an entity
    (voluntary)

February 13, 2003

(1)

7. Individual or Joint/Group Filing (Check Applicable Line)

(Street)

Juno Beach, FL 33408

5. If Amendment,
    Date of Original
    (Month/Day/Year)

X

Form filed by One Reporting Person

(City)          (State)      (Zip)

Form filed by More than One Reporting Person

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

2. Trans-    action     Date

(Month/
Day/
Year)

2A.
Deemed
Execution
Date, if any

(Month/
Day/
Year)

3. Transaction
    Code

4. Securities Acquired
    (A) or Disposed of
    (D)

5. Amount of
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)

6. Ownership
    Form:
    Direct
    (D)
    or
    Indirect
    (I)

7. Nature of
    Indirect
    Beneficial
    Ownership

Code

V

Amount

A or D

Price

Common Stock

- -

- -

- -

- -

- -

- -

- -

719.2920

I

By Thrift Plans Trust

Common Stock

2/13/03

- -

A ⁽²⁾

12,500

A

- -

Common Stock

2/13/03

- -

A ⁽³⁾

7,486

A

- -

Common Stock

2/13/03

- -

F ⁽⁴⁾

2,994

D

$55.12

71,195  ⁽⁵⁾

D

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
    Derivative
    Security

2. Conversion
    or Exercise
    Price of
    Derivative
    Security

3. Trans-
    action
    Date

(Month/
Day/
Year)

3A.
Deemed
Execu-
tion Date,
if any

(Month/
Day/
Year

4. Trans-
    action
    Code

5. Number
    of
    Derivative
    Securities
    Acquired
    (A)
    or
    Disposed
    of (D)

6. Date Exercisable
   and Expiration Date
   (Month/Day/Year)

7. Title and
    Amount of
    Underlying
    Securities

8. Price
    of
    Derivative
    Security

9. Number
    of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Trans-
    action(s)

10. Ownership
      Form of
      Derivative
      Security:
      Direct (D)
      or
      Indirect (I)

Code

V

A

D

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Shares

(6)

2/13/03

_ _

A

449

(6)

(6)

Common Stock

(6)

(6)

2,553

D

Employee Stock Option (Right to Buy)

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

100,000 ⁽⁷⁾

D

Employee Stock Option (Right to Buy)

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

50,000 ⁽⁸⁾

D

Employee Stock Option (Right to Buy)

$55.12

2/13/03

_ _

A

50,000

(9)

2/13/13

Common Stock

50,000

50,000

D

Explanation of Responses:

⁽¹⁾    Vice President, Human Resources of FPL Group, Inc.; Senior Vice President, Human Resources and Director of Florida Power & Light Company (subsidiary of Issuer).

⁽²⁾    Restricted stock grant made pursuant to the Amended and Restated Long Term Incentive Plan of the Issuer, exempt under Rule 16b-3.

⁽³⁾    Acquired in settlement of performance share awards (which were not derivative securities) under Amended and Restated Long Term Incentive Plan of Issuer, exempt under Rule 16b-3.

⁽⁴⁾    Shares of stock withheld by Issuer to satisfy tax withholding obligation on shares acquired on February 13, 2003 in settlement of performance share awards.

⁽⁵⁾    Receipt of 15,709 shares deferred until Mr. Kelleher's retirement.

⁽⁶⁾    Phantom shares credited to a Supplemental Matching Contribution Account for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan. Phantom shares represent the number of phantom shares of FPL Group, Inc. Common Stock credited to the reporting person if the phantom shares had been invested in FPL Group's company stock fund in its Thrift Plan during fiscal year 2002 based on share prices ranging from $46.30 to $64.91. Amount shown constitutes the difference between the balance at 12/31/02 and the balance at 12/31/01. Includes cash dividends that would be payable on the phantom shares if the reporting person was the record holder of the number of shares of FPL Group, Inc. Common Stock equal to the phantom shares. This filing is not an admission that the phantom shares are derivative securities.

⁽⁷⁾    On February 12, 2001, the reporting person was granted an Option to purchase 100,000 shares of common stock with an exercise price of $61.72 per share. The Option (i) is fully vested and (ii) expires on February 12, 2011.

⁽⁸⁾    On February 11, 2002, the reporting person was granted an Option to purchase 50,000 shares of common stock with an exercise price of $52.64 per share. The Option (i) vests as to 16,667 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant and (ii) expires on February 11, 2012.

⁽⁹⁾    The Option shall vest as to 16,667 shares (on a cumulative basis) on each anniversary of the date of grant beginning on the first anniversary of the date of grant.

DENNIS P. COYLE

February 14, 2003

Signature of Reporting Person

Date