SEC FORM 4

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

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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^*

MCGRATH ROBERT L

(Last)

(First)

(Middle)

FPL GROUP, INC.

700 UNIVERSE BOULEVARD

(Street)

JUNO BEACH

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)
	VP Eng, Const. & Corp Svs		Sr VP Eng/Const/Corp Svcs-Sub

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2008		F⁽¹⁾		1,145	D	$64.69	30,858⁽²⁾	D
Common Stock	02/15/2008		A⁽³⁾		5,022	A	$0⁽¹²⁾	35,880⁽²⁾	D
Common Stock	02/15/2008		A⁽⁴⁾		7,533	A	$0⁽¹²⁾	43,413⁽²⁾	D
Common Stock	02/15/2008		F⁽⁵⁾		1,993	D	$64.69	41,420⁽²⁾	D
Common Stock								6,054	I	Thrift Plans 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Shares	⁽⁶⁾	02/15/2008		A		256		⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾	⁽⁶⁾	991	D
Phantom Shares	⁽⁷⁾	02/15/2008		A		958		⁽⁷⁾	⁽⁷⁾	Common Stock	⁽⁷⁾	⁽⁷⁾	1,949	D
Employee Stock Option (Right to Buy)	$26.32							⁽⁸⁾	02/11/2012	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy)	$27.56							⁽⁸⁾	02/13/2013	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy)	$32.46							⁽⁸⁾	02/12/2014	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)	$36.95							⁽⁸⁾	01/03/2015	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy)	$41.76							⁽⁹⁾	02/16/2016	Common Stock	13,500		13,500	D
Employee Stock Option (Right to Buy)	$59.05							⁽¹⁰⁾	02/15/2017	Common Stock	9,807		9,807	D
Employee Stock Option (Right to Buy)	$64.69	02/15/2008		A		9,592		⁽¹¹⁾	02/15/2018	Common Stock	9,592	$0⁽¹²⁾	9,592	D

Explanation of Responses:

1. Restricted stock withheld by Issuer to satisfy tax withholding obligations on vesting of restricted stock granted February 17, 2005, February 16, 2006 and February 15, 2007.

2. Includes 4,950 shares deferred until reporting person's retirement.

3. Restricted stock grant made pursuant to Issuer's Amended and Restated Long Term Incentive Plan, exempt under Rule 16b-3.

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

5. Stock withheld by Issuer to satisfy tax withholding obligations on shares acquired February 15, 2008 in settlement of performance share awards.

6. Annual credit of phantom shares to an unfunded Supplemental Matching Contribution Account ("SMCA") for the reporting person pursuant to the FPL Group, Inc. Supplemental Executive Retirement Plan ("SERP") in an amount approved on the transaction date by the Issuer's Compensation Committee, which amount is 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, by (c) the closing price of the Issuer's common stock on the last business day of the relevant year ($67.78 in 2007). The value of the SMCA is payable in cash following the reporting person's termination of employment with the Issuer and its subsidiaries.

7. A special supplemental credit of phantom shares approved by the Issuer's Compensation Committee and credited to the SMCA for the reporting person in the SERP in an amount approved on the transaction date by the Issuer's Compensation Committee pursuant to a SERP supplement adopted on such date. 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. Options to buy 4,500 shares are currently exercisable and options to buy 4,500 shares become exercisable on each of 02/16/2008 and 02/16/2009.

10. Options to buy 3,269 shares are currently exercisable and options to buy 3,269 shares become exercisable on each of 02/15/2009 and 02/15/2010.

11. Options to buy 3,198 shares become exercisable on 02/15/2009 and options to buy 3,197 shares become exercisable on each of 02/15/2010 and 02/15/2011.

12. Not applicable.

Remarks:

	Alissa E. Ballot (Attorney-in-Fact)	02/19/2008
	** 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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