AMENDMENT #1
TO THE
FPL  GROUP, INC.
SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN

	In accordance with Subsection 5.01(a) of the FPL Group, Inc.
Supplemental Executive Retirement Plan, as amended and restated effective
April 1, 1997 (the "Plan"), the Compensation Committee of the Board of
Directors of FPL Group, Inc. (the "Committee") hereby amends the Plan as
follows:

First:		Section 1.12 of the Plan is revised by adding to the end
thereof the following new paragraph:

In addition, the Vice President of Human Resources of
Group ("VP-HR") may select any other management or highly
compensated employee of an Employer as an "Employee".  The
VP-HR may in his discretion determine that a management or
highly compensated employee previously selected by him
shall no longer be eligible to actively participate in the
Plan until such time as such individual is again selected
to participate by the VP-HR or otherwise becomes an
"Employee" as a result of satisfying the eligibility
condition described in the preceding paragraph.  In this
event, the Participant's supplemental pension benefit (as
described in Subsection 3.01(b)) shall be frozen, and no
additional supplemental matching contributions (as
described in Subsection 3.01(c)(1)) will be credited to
his supplemental matching contribution account (as
described in Subsection 3.01(c)), however, such account
shall continue to be credited with theoretical earnings
(as described in Subsection 3.01(c)(2)) until such account
is distributed.

Second:	The changes set forth in this Amendment #1 shall be effective as
of January 1, 1998.

Third:		In all other respects, the Plan shall remain unchanged by
this Amendment #1.

	IN WITNESS WHEREOF, the Compensation Committee of the Board of
Directors has caused this amendment to be signed by its duly authorized
officer and its corporate seal to be hereunto affixed as of this 14th day
of September, 1998.

FPL  GROUP,  INC.

By: LARRY KELLEHER

Title: V.P. FPL GROUP

AMENDMENT #2
TO THE
FPL  GROUP, INC.
SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN

	In accordance with Subsection 5.01(a) of the FPL Group, Inc.
Supplemental Executive Retirement Plan, as amended and restated effective
April 1, 1997, and as subsequently amended by Amendment #1 (the "Plan"),
the President or any Vice President of FPL Group, Inc. (a "Corporate
Officer") hereby further amends the Plan as follows:

First:		Subsection 3.04(d) of the Plan is revised to read as
follows:

	(d)	Spousal Rights - Except as described in Section 3.07,
nothing contained in this Plan is intended to give or
shall give any spouse or former spouse of a Participant or
any other person any right to benefits under the Plan by
virtue of Code Sections 401(a)(11) or 417 or ERISA Section
205 (relating to qualified preretirement survivor
annuities and qualified joint and survivor annuities) or
Code Section 401(a)(13)(B) or 414(p) or ERISA Section
206(d)(3) (relating to qualified domestic relations
orders).

Second:	A new Section 3.07 is added to read as follows:

	3.07	Distributions under Domestic Relations Orders - Nothing
contained in this Plan prevents the Employer, in
accordance with the direction of EBPAC (or its delegatee),
from complying with the provisions of a judgment, decree,
or order (including approval of a property settlement
agreement ) resulting from a divorce, legal separation,
annulment or change in legal custody that assigns to a
spouse, former spouse, child or other dependent of a
Participant (an "Alternate Payee") the right to receive
all or a portion of the vested benefits of a Participant
under the Plan in a form of payment permitted under the
terms of the Plan. (a "Domestic Relations Order").  The
Employer shall make any payments required under this
Section 3.07 by separate checks to each Alternate Payee,
unless otherwise explicitly provided in the Domestic
Relations Order.  Distribution to an Alternate Payee under
a Domestic Relations Order is permitted at any time,
irrespective of whether the Participant is currently
entitled to a distribution of his vested benefits under
the Plan.  A distribution to an Alternate Payee prior to
the time the Participant is entitled to a distribution of
his vested benefits under the Plan is available only if
the Domestic Relations Order explicitly requires
distribution at that time. Notwithstanding the foregoing,
nothing in this Section 3.07 provides a Participant the
right to receive a distribution of his vested benefits at
a time not otherwise permitted under the terms of the Plan
nor does it permit the Alternate Payee to receive a form
of payment not otherwise permitted under the Plan.

Within a reasonable period of time after receiving the Domestic Relations
Order, EBPAC (or its delegatee) will determine whether such order
complies with the terms of the Plan and will notify the Participant and
each Alternate Payee of its determination.  If any portion of the
Participant's vested benefit is payable during the period EBPAC (or its
delegatee) is making such determination, EBPAC shall make a separate
accounting of the amounts payable.

Third:		Section 6.05 of the Plan is revised to read as follows:

	6.05	Spendthrift Clause - Except as provided in Sections 3.05,
3.06 or 3.07, no right, title or interest of any kind in
the Plan shall be transferable or assignable by a
Participant or Beneficiary or be subject to alienation,
anticipation, encumbrance, garnishment, attachment,
execution or levy of any kind, whether voluntary or
involuntary nor subject to the debts, contracts,
liabilities, engagements, or torts of a Participant or
Beneficiary.  Any attempt to alienate, sell, transfer,
assign, pledge, garnish, attach or otherwise subject to
legal or equitable process or encumber or dispose of any
interest in the Plan shall be void, except as provided by
Sections 3.05, 3.06 or 3.07.

Fourth:	The changes set forth in this Amendment #2 shall be effective as
of January 1, 1998.

Fifth:		In all other respects, the Plan shall remain unchanged by
this Amendment #2.

	IN WITNESS WHEREOF, the undersigned Corporate Officer has adopted
this Amendment this 17th day of September 1998.

FPL  GROUP,  INC.

By: LARRY KELLEHER

Title: SR. V.P.