UNITED STATES SECURITIES AND EXCHANGE COMMISSION

		      Washington, D. C. 20549






			      FORM 8-K



			  CURRENT REPORT

		   PURSUANT TO SECTION 13 OR 15(d)

		OF THE SECURITIES EXCHANGE ACT OF 1934


	Date of earliest event reported:  December 15, 2000





	   Exact name of Registrants as specified in their    IRS Employer
Commission        charters, addresses of principal           Identification
File Number        executive offices and Registrants'           Number
			     phone Number


1-8841                      FPL GROUP, INC.                  59-2449419
1-3545                FLORIDA POWER & LIGHT COMPANY          59-0247775
			 700 Universe Boulevard
		       Juno Beach, Florida 33408
			    (561) 694-4000


State or other jurisdiction of incorporation:  Florida



Safe Harbor Statement under the Private Securities Litigation Reform Act
of 1995

This Form 8-K contains forward-looking statements within the meaning of the
safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995.  Investors are cautioned that such forward-looking
statements with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of FPL Group, Inc. and
Entergy Corporation are based on current expectations that are subject to
risk and uncertainties.  A number of factors could cause actual results or
outcomes to differ materially from those indicated by such forward-looking
statements.  These factors include, but are not limited to, risks and
uncertainties relating to: changes in laws or regulations, changing
governmental policies and regulatory actions with respect to allowed rates
of return including but not limited to return on equity and equity ratio
limits, industry and rate structure, operation of nuclear power facilities,
acquisition, disposal, depreciation and amortization of assets and
facilities, operation and construction of plant facilities, recovery of
fuel and purchased power costs, decommissioning costs, present or
prospective wholesale and retail competition (included but not limited to
retail wheeling and transmission costs), political and economic risks,
changes in and compliance with environmental and safety laws and policies,
weather conditions (including natural disasters such as hurricanes),
population growth rates and demographic patterns, competition for retail
and wholesale customers, availability, pricing and transportation of fuel
and other energy commodities, market demand for energy from plants or
facilities, changes in tax rates or policies or in rates of inflation or in
accounting standards, unanticipated delays or changes in costs for capital
projects, unanticipated changes in operating expenses and capital
expenditures, capital market conditions, competition for new energy
development opportunities and legal and administrative proceedings (whether
civil, such as environmental, or criminal) and settlements and other
factors. Readers are referred to FPL Group, Inc.'s, Florida Power & Light
Company's and Entergy Corporation's most recent reports filed with the
Securities and Exchange Commission.

Item 5.  Other Events

Shareholders of FPL Group, Inc. and Entergy Corporation today gave their
approval to a proposed merger of equals that would result in one of the
largest, strongest and cleanest power companies in the nation.

At special shareholder meetings held in New York and New Orleans, 96.9
percent of FPL Group shareholders and 98.8 percent of Entergy shareholders
who cast ballots voted in favor of merging the organizations into one
company that will be the nation's largest electric utility and power
producer.  The numbers represent 79.5 percent of FPL shares outstanding and
78.3 percent of Entergy shares outstanding.

"Today's shareholder votes represent a very important milestone on the road
to completion of this merger by the end of 2001.  Our shareholders have
recognized the benefits the merger will provide in bringing together the
scope, scale and resources necessary for achieving competitive investor
returns and growth in the rapidly changing energy marketplace," said James
L. Broadhead, FPL Group chairman and chief executive officer. Broadhead
will serve as chairman of the merged company.

The merger combines two high performance cultures to create a company that
will be the:

- - #1 electric utility in the nation in size, serving more than
  6.3 million customers
- - #1 power producer with generating capacity of more than 48,000
  megawatts
- - #2 nuclear power generator with more than 10,000 megawatts.

Broadhead said he expects the new company will have a strong balance sheet
and increased cash flows due to anticipated synergies that will enable it
to pursue more aggressively profitable growth opportunities.

"This merger combines two strategically aligned, financially healthy
companies into an organization that has no equal in the industry," said
Entergy Chairman Robert v.d. Luft.

Wayne Leonard, Entergy chief executive officer, added, "Both companies have
divested non-core businesses and are focusing on enhancing utility
operations.  At the same time, both are growing their wholesale generation
businesses with an emphasis on clean energy from nuclear, natural gas and
renewable energy sources.  Combining our assets and skills will not only
enhance our ability to achieve these strategic goals, but will also create
the opportunity to move to a new level as a leading energy company."
Leonard will serve as president and chief executive officer of the merged
company.

In other merger-related actions, FPL Group and Entergy in a Nov. 30 filing
asked the Federal Energy Regulatory Commission to approve the merger no
later than June 1, 2001. Entergy has also filed for approval with various
city and state regulators in Arkansas, Louisiana, Mississippi, and Texas.

In the filings, the companies highlighted synergy opportunities from the
merger. The regulated businesses should realize cost savings of $110
million to $150 million derived from eliminating duplicate corporate and
administrative positions and programs, as well as procurement economies. By
sharing best practices between the various subsidiary companies, FPL Group
and Entergy expect to maintain or enhance system reliability and customer
service. The competitive businesses expect annual cost savings and revenue
enhancements of $40 million to $125 million and capital savings ranging
from $50 million to $100 million. The combined company expects the merger
will provide annual synergies growing from $200 million to $375 million
over the first few years after closing.

FPL Group and Entergy also will seek approval from the Nuclear Regulatory
Commission, Securities and Exchange Commission, and others prior to the
targeted completion of the merger before the end of 2001.

In a tax-free, stock-for-stock exchange, each holder of FPL Group common
stock will receive 1.00 share of the new holding company for each share of
FPL Group common stock, and each holder of Entergy common stock will
receive 0.585 of a share of the new holding company for each share of
Entergy common stock.  The transaction will be immediately accretive to
both companies, based on consensus security analysts' earnings estimates.
Average annual earnings per share growth for the combined company is
expected to be 10 percent or more.

Based on the number of common shares currently outstanding, FPL Group
shareholders will own 57 percent of the common equity of the combined company
and Entergy shareholders will own 43 percent.  The new company's board of
directors, which will include Broadhead and Leonard, will initially consist
of 15 members, eight from FPL Group and seven from Entergy.  The merged
company will locate its corporate headquarters in Juno Beach, Fla., and will
have its utility group headquarters in New Orleans, La.  Each of the
company's six utilities will continue to maintain its headquarters at its
present location.



				SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.



			     FPL Group, Inc.
		     Florida Power & Light Company
			     (Registrants)


Date:  December 15, 2000

			K. MICHAEL DAVIS
			K. Michael Davis
	Controller and Chief Accounting Officer of FPL Group, Inc.
	     Vice President, Accounting, Controller and
	Chief Accounting Officer of Florida Power & Light Company