SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DEWHURST MORAY P (Last) (First) (Middle) FPL GROUP, INC. 700 UNIVERSE BOULEVARD (Street) JUNO BEACH FL 33408 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FPL GROUP INC [ FPL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) X Other (specify below) Former VP Former Sr VP of Sub
	3. Date of Earliest Transaction (Month/Day/Year) 05/30/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/30/2008		F(1)		2,757	D	$67.52	162,100(2)	D
Common Stock	05/30/2008		D(3)		20,328	D	$0(4)	141,772(2)	D
Common Stock								1,967(5)	I	By Thrift Plans Trust
Common Stock	05/30/2008		D(6)		25,219	D	$0(4)	0	I	By Rabbi Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares	(7)							(7)	(7)	Common Stock	(7)		6,271	D
Employee Stock Option (Right to Buy)	$27.68							(8)	07/29/2008	Common Stock	175,000		175,000	D
Employee Stock Option (Right to Buy)	$26.32							(8)	02/11/2012	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$27.56							(8)	02/13/2013	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$32.46							(8)	02/12/2014	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$36.95							(8)	01/03/2015	Common Stock	60,000		60,000	D
Employee Stock Option (Right to Buy)	$41.76	05/30/2008		J(9)			3,972	(8)	02/16/2016	Common Stock	3,972	$0(4)	46,028	D
Employee Stock Option (Right to Buy)	$59.05	05/30/2008		J(9)			11,072	(8)	02/15/2017	Common Stock	11,072	$0(4)	24,762	D
Employee Stock Option (Right to Buy)	$64.69	05/30/2008		J(9)			32,342	(8)	02/15/2018	Common Stock	32,342	$0(4)	6,898	D

Explanation of Responses:

1. Restricted stock withheld by Issuer to satisfy tax withholding obligations on vesting of restricted stock upon reporting person's retirement.

2. Includes 21,602 shares deferred until after reporting person's retirement.

3. Forfeiture of restricted stock upon reporting person's retirement.

4. Not applicable.

5. As of May 29, 2008.

6. Forfeiture upon reporting person's retirement of deferred shares held by Trustee of grantor trust in which reporting person had a pecuniary interest only.

7. Phantom shares are annually credited to an unfunded Supplemental Matching Contribution Account ("SMCA") for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan in an amount determined by dividing an amount equal to (a) certain matching contributions in excess of the limits of the Issuer's Thrift Plan ("Thrift Plan") plus (b) theoretical earnings thereon, by (c) the closing price of the Issuer's common stock on December 31 of the relevant year. The value of the SMCA is payable in cash following the reporting person's termination of employment with the Issuer and its subsidiaries.

8. Options are currently exercisable.

9. Cancellation of employee stock options upon reporting person's retirement.

Remarks:

	Alissa E. Ballot (Attorney-in-fact)	06/02/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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