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
	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* DAVIS K MICHAEL (Last) (First) (Middle) FPL GROUP, INC. 9250 WEST FLAGLER STREET (Street) MIAMI FL 33174 (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) Controller/CAO VP Acctg/Controller/CAO of Sub
	3. Date of Earliest Transaction (Month/Day/Year) 02/14/2004
	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

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	(1)	02/14/2004		A		74		(1)	(1)	Common Stock	(1)	(1)	614	D
Employee Stock Option (Right to Buy)	(2)							(2)	(2)	Common Stock	(2)		5,000(2)	D
Employee Stock Option (Right to Buy)	(3)							(3)	(3)	Common Stock	(3)		7,500(3)	D
Employee Stock Option (Right to Buy)	(4)							(4)	(4)	Common Stock	(4)		5,000(4)	D

Explanation of Responses:

1. 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 2003 based on share prices ranging from $54.20 to $67.83. Amount shown constitutes the difference between the balance at 12/31/03 and the balance at 12/31/02. 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. Shares of phantom stock are payable in cash following the reporting person's termination of employment with FPL Group, Inc. This filing is not an admission that the phantom shares are derivative securities.

2. The reporting person directly beneficially owns unexercised options to purchase 5,000 shares of FPL Group, Inc. common stock with an exercise price of $52.64 per share. Such options (i) were granted on February 11, 2002, (ii) vested as to 2,500 shares on February 11, 2004 and will vest as to the remaining 2,500 shares on February 11, 2005, and (iii) expire on February 11, 2012.

3. On February 13, 2003, the reporting person was granted an option to purchase 7,500 shares of FPL Group, Inc. common stock with an exercise price of $55.12 per share. The option (i) vests as to 2,500 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 13, 2013.

4. On February 12, 2004, the reporting person was granted an option to purchase 5,000 shares of FPL Group, Inc. common stock with an exercise price of $64.92 per share. The option (i) vests as to 1,667 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 12, 2014.

Remarks:

	DENNIS P. COYLE (Attorney-in-Fact)	02/16/2004
	** 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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