8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-KCURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: September 27, 2002

Commission File Number		Exact name of registrants as specified in their charters, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
1-8841 1-3545	FPL GROUP, INC. FLORIDA POWER & LIGHT COMPANY 700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000			59-2449419 59-0247775
State or other jurisdiction of incorporation or organization: Florida

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), FPL Group, Inc. (FPL Group) and Florida Power & Light Company (FPL) (collectively, the Company) are hereby filing cautionary statements identifying important factors that could cause the Company's actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the Company in this combined Form 8-K, 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, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertaintie s. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the Company's actual results to differ materially from those contained in forward-looking statements made by or on behalf of the Company.
Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such 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 such factors, nor can it assess the impact of each such factor 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.
Some important factors that could have a significant impact on FPL Group's and FPL's operations and financial results, and could cause FPL Group's and FPL's actual results or outcomes to differ materially from those discussed in the forward-looking statements, include:
·	FPL Group and FPL are subject to changes in laws or regulations, including the Public Utility Regulatory Policies Act of 1978, as amended (PURPA), and the Public Utility Holding Company Act of 1935, as amended (PUHCA), changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), the Florida Public Service Commission (FPSC) and the utility commissions of other states in which FPL Group has operations, and the U.S. Nuclear Regulatory Commission (NRC), with respect to allowed rates of return including but not limited to 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 b ut not limited to retail wheeling and transmission costs).
·	The regulatory process generally restricts FPL's ability to grow earnings and does not provide any assurance as to achievement of earnings levels.
·	FPL Group and FPL are 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 Group and FPL operate 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 Group and its subsidiaries will need to adapt to these changes and may face increasing competitive pressure.
·	The operation of power generation facilities involves many risks, including start up risks, breakdown or failure of equipment, transmission lines, 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 both at FPL's plants and at the plants of other nuclear operators. Breakdown or failure of an FPL Energy, LLC (FPL Energy) operating facility may prevent the facility from performing und er applicable power sales agreements which, in certain situations, could result in termination of the agreement or incurring a liability for liquidated damages.
·	FPL Group's and 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 Group and 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.
·	FPL Group and FPL use derivative instruments, such as swaps, options, futures and forwards to manage their commodity and financial market risks, and to a lesser extent, engage in limited trading activities. FPL Group and FPL could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform.
·	There are other risks associated with FPL Group's nonregulated businesses, particularly FPL Energy. In addition to risks discussed elsewhere, risk factors specifically affecting FPL Energy's success in competitive wholesale markets include the ability to efficiently develop and operate generating assets, the price and supply of fuel, transmission constraints, competition from new sources of generation and demand for power. There can be significant volatility in market prices for fuel and electricity, and there are other financial, counterparty and market risks that are beyond the control of FPL Energy. FPL Energy's inability or failure to effectively hedge its assets or positions against changes in commodity prices, interest rates, counterparty credit risk or other risk measures could significantly impair its future financial results. In keeping with industry trends, a portion of FPL Energy's power generation facilities operate wholly or partially without long-term power purchase agreements. As a result, po wer from these facilities is sold on the spot market or on a short-term contractual basis, which may affect the volatility of FPL Group's financial results. In addition, FPL Energy's business depends upon transmission facilities owned and operated by others; if transmission is disrupted or capacity is inadequate or unavailable FPL Energy's ability to sell and deliver its wholesale power may be limited.
·	FPL Group is likely to encounter significant competition for acquisition opportunities that may become available as a result of the consolidation of the domestic power industry. In addition, FPL Group may be unable to identify attractive acquisition opportunities at favorable prices and to successfully and timely complete and integrate them.
·	FPL Group and FPL rely on access to capital markets as a significant source of liquidity for capital requirements not satisfied by operating cash flows. The inability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets, could impact FPL Group's and FPL's ability to grow their businesses and would likely increase their interest costs.
·	FPL Group and FPL are 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.
·	FPL Group's and FPL's ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by recent national events.
·	FPL Group and FPL are 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.
The issues and associated risks and uncertainties described above are not the only ones FPL Group and FPL may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair FPL Group's and FPL's businesses in the future.

Item 5.  Other Events and Regulation FD Disclosure
Reference is made to Item 3. Legal Proceedings in the 2001 Form 10-K for FPL Group and FPL, and Part II, Item 1. Legal Proceedings in the March 31, 2002 Form 10-Q and the June 30, 2002 Form 10-Q for FPL Group and FPL.
With respect to the Oorbeek and Berman suit and the Klein suit, the special committee of the board of directors of FPL Group filed its report with the court, which report was filed in the public docket September 27, 2002. On the same date, FPL Group filed with the court a Statement of Position, and FPL Group issued a related press release. The Statement of Position and the press release are attached as exhibits, and the Statement of Position and the first four paragraphs of the press release are incorporated herein by reference.
Item 7.  Financial Statements and Exhibits
	Exhibit No.		Description
	99.1	Statement of Position of Nominal Defendant FPL Group, Inc. in the form filed with the U.S. District Court for the Southern District of Florida on September 27, 2002
	99.2	FPL Group, Inc. Press Release dated September 27, 2002

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:  September 27, 2002
		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 (Principal Accounting Officer of the Registrants)

EX-99

Exhibit 99.1
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF FLORIDA CASE NO. 02-20758-CIV-GOLD CASE NO. 02-20170-CIV-GOLD
WILLIAM M. KLEIN BY STEPHEN S. KLEIN et al.			) )
		Plaintiffs,	) )
	v.		) )
JAMES L. BROADHEAD et al.,			) )
		Defendants,	) )
	and		) )
FPL GROUP, INC.			) )
		Nominal Defendant.	) )
			)
ROY OORBEEK et al.,			) )
		Plaintiffs,	) )
	v.		) )
FPL GROUP INC. et al.,			) )
		Defendants,	) )
	and		) )
FPL GROUP, INC.			) )
		Nominal Defendant.	) )
STATEMENT OF POSITION OF NOMINAL DEFENDANT FPL GROUP, INC.
On June 21, 2002, the Court entered an omnibus Order in these consolidated cases directing that "[t]he Special Committee and/or appropriate designee of the Corporation shall" make a written submission not later than September 20 (later changed to September 27) "regarding any contemplated action in these matters" by the nominal defendant FPL Group, Inc. ("FPL"). On behalf of FPL, the Committee respectfully provides this statement in compliance with the Order.
On August 30, 2002, the Committee filed under seal with the Court its Report with respect to the claims of the plaintiff shareholders Klein, Oorbeek and Berman. The Report is being filed in the public docket with this submission. The Report concluded that pursuit of the claims identified by the plaintiff shareholders is not in the best interest of FPL or its shareholders generally, and recommended that FPL seek dismissal of the shareholder lawsuits on the basis of the Committee's findings.
On September 12, 2002, the Board of FPL (without the participation of interested directors) met to consider the Report and vote on the Committee's recommendations.1 The Board agreed with the conclusion that pursuit of the claims identified by the plaintiffs was not in the best interests of FPL or its shareholders generally. The Board delegated to the Committee the authority (in consultation with counsel for the Committee and the Board) to file on behalf of FPL a motion to dismiss the shareholder claims.
Pursuant to the Court's direction at the telephonic status conference today, FPL will confer with other parties and file on October 4, 2002 either a joint or separate proposed scheduling order, including a proposed date for the filing of the motion to dismiss authorized by the independent directors of FPL. FPL is filing later today with the Securities and Exchange Commission a Report on Form 8-K providing additional information concerning the position of the Company. A copy of the press release included in the Form 8-K is appended hereto and made a part hereof. As stated in the release, during the course of the Special Committee's investigation of the allegations in the lawsuits, a separate question arose concerning the interpretation of the provisions of the LTIP pursuant to which the payments to eight senior officers were calculated. The board, the affected officers (two of whom have retired from the company), and their respective legal counsel are discussing resolution of the issue. Any change from t he original interpretation could result in a repayment to the company of up to approximately $9 million.
				Respectfully submitted,
WILMER, CUTLER & PICKERING Bruce E. Coolidge Andrew N. Vollmer 2445 M Street, N.W. Washington, D.C. 20037 Tel: (202) 663-6000 Fax: (202) 663-6376				STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Museum Tower, Suite 2200 150 W. Flagler Street Miami, FL 33130-1536 Tel: (305) 789-3200 Fax: (305) 789-3395
				By:	JENNIFER S. BUTTRICK
						Eugene E. Stearns Florida Bar No. 149335 Jennifer Stearns Buttrick Florida Bar No. 036439 Cecilia Duran Simmons Florida Bar No. 0469726

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing was served by U.S. mail and facsimile (without attachment) upon those listed below, this 27th day of September, 2002.
Harvey W. Gurland, Jr. Duane Morris LLP 200 South Biscayne Boulevard Suite 3400 Miami, FL 33131	Curtis V. Trinko Neal DeYoung Law Office of Curtis V. Trinko, LLP 16 West 46th Street, 7th Floor New York, NY 10036
John J. Soroko Henry A. Lanman Duane Morris LLP One Liberty Place Philadelphia, PA 19103	C. Thomas Tew Joseph A. DeMaria Melanie Emmons Damian Tew Cardenas Rebak Kellogg   Lehman DeMaria Tague   Raymond & Levine, LLP Miami Center, Suite 2600 201 South Biscayne Boulevard Miami, FL 33131-4336
David Berger Todd Collins Elizabeth W. Fox Berger & Montague, P.C. 1622 Locust Street Philadelphia, PA 19103	Michael Nachwalter Paul Huck, Jr. Kenny Nachwalter Seymour Arnold Critchlow & Spector, P.A. 1100 Miami Center 201 South Biscayne Boulevard Miami, FL 33131-4327
Kenneth J. Vianale Christopher S. Jones Milberg Weiss Bershad   Hynes & Lerach LLP 5355 Town Center Road Suite 900 Boca Raton, FL 33486
	JENNIFER STEARNS BUTTRICK

EX-99

Exhibit 99.2

FPL GROUP SPECIAL COMMITTEE OF INDEPENDENT
DIRECTORS COMPLETES REVIEW OF PAYMENTS TO
EXECUTIVES IN CONNECTION WITH ENTERGY TRANSACTION

JUNO BEACH, Fla. -- FPL Group, Inc. (NYSE:FPL) announced today that its special committee of independent directors, in conjunction with the law firm Wilmer, Cutler & Pickering, has completed a comprehensive review of payments made in December 2000 to senior executives and nearly 700 other employees in connection with FPL Group's proposed merger with Entergy Corporation, concluding that it was contractually obligated to make "change of control" payments upon shareholder approval of the merger. The merger was subsequently terminated by mutual consent. Results of the review are contained in a 98-page report from the special independent committee filed in federal court today.

The special independent committee's report, based on months of interviews and a review of nearly 100,000 pages of documents, recommends that FPL Group seek dismissal of the two shareholder lawsuits which contend that the company had no contractual obligation to make the payments. The report notes that the company's 1994 Long Term Incentive Plan (LTIP) was approved by shareholders on two separate occasions, in both 1994 and 1999. According to the report, the company's 2000 proxy statement, which was sent to shareholders in connection with their approval of the merger, "contained numerous references to the fact that FPL Group would make accelerated LTIP payments upon shareholder approval of the merger."

After careful review of the special independent committee report, the FPL Group board (with only independent directors participating) has determined that pursuit of the plaintiffs' claims is not in the best interest of the company's shareholders. Therefore, FPL Group said it intends to file a motion to dismiss the consolidated lawsuits.

Additionally, during the course of the special committee's investigation of the allegations in the lawsuits, a separate question arose concerning the interpretation of the provisions of the LTIP pursuant to which the payments to eight senior officers were calculated. The board, the affected officers (two of whom have retired from the company), and their respective legal counsel are discussing resolution of the issue. Any change from the original interpretation could result in a repayment to the company of up to approximately $9 million.

FPL Group, with annual revenues of more than $8 billion, is nationally known as a high quality, efficient, and customer-driven organization focused on energy-related products and services. With a growing presence in 21 states, it is widely recognized as one of the country's premier power companies. Its principal subsidiary, Florida Power & Light Company, serves approximately 4 million customer accounts in Florida. FPL Energy, LLC, an FPL Group energy-generating subsidiary, is a leader in producing electricity from clean and renewable fuels. Additional information is available on the Internet at www.fplgroup.com, www.fpl.com and fplenergy.com.