UNITED STATES SECURITIES AND EXCHANGE COMMISSION

		Washington, D. C. 20549



		      FORM 10-Q



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 1998


			 OR


[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934


	      Exact name of Registrants as specified
	      in their charters, address of principal       IRS Employer
Commission             executive offices and               Identification
File Number        Registrants' telephone number               Number

  1-8841                 FPL GROUP, INC.                    59-2449419
  1-3545           FLORIDA POWER & LIGHT COMPANY            59-0247775
		      700 Universe Boulevard
		     Juno Beach, Florida 33408
			 (561) 694-4000



State or other jurisdiction of incorporation or organization:  Florida



Indicate by check mark whether the registrants (1) have filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months and (2) have been subject to such 
filing requirements for the past 90 days.    Yes  X        No ___

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each class of FPL Group, Inc. common 
stock, as of the latest practicable date:  Common Stock, $.01 Par Value, 
outstanding at September 30, 1998:  180,883,935 shares.

As of September 30, 1998, there were issued and outstanding 1,000 shares of 
Florida Power & Light Company's common stock, without par value, all of 
which were held, beneficially and of record, by FPL Group, Inc.

		     ______________________________

This combined Form 10-Q represents separate filings by FPL Group, Inc. and 
Florida Power & Light Company.  Information contained herein relating to an 
individual registrant is filed by that registrant on its own behalf.  Florida 
Power & Light Company makes no representations as to the information relating 
to FPL Group, Inc.'s other operations.






SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 
1995

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) of the 
Company made by or on behalf of the Company which are made in this combined 
Form 10-Q, 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 uncertainties that could 
cause actual results to differ materially from those expressed in the forward-
looking statements.  Accordingly, any such statements are qualified in their 
entirety by reference to, and are accompanied by, the following important 
factors that could cause the Company's actual results to differ materially 
from those contained in forward-looking statements of the Company 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 or statements 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 statements.

Some important factors that could cause actual results or outcomes to differ 
materially from those discussed in the forward-looking statements include 
prevailing governmental policies and regulatory actions, including those of 
the Federal Energy Regulatory Commission (FERC), the Florida Public Service 
Commission (FPSC) and the Nuclear Regulatory Commission, with respect to 
allowed rates of return, industry and rate structure, operation of nuclear 
power facilities, acquisition and disposal of assets and facilities, operation 
and construction of plant facilities, recovery of fuel and purchased power 
costs, decommissioning costs, and present or prospective wholesale and retail 
competition (including but not limited to retail wheeling and transmission 
costs).

The business and profitability of the Company are also influenced by economic 
and geographic factors including political and economic risks, changes in and 
compliance with environmental and safety laws and policies, weather conditions 
(including natural disasters such as hurricanes), population growth rates and 
demographic patterns, competition for retail and wholesale customers, pricing 
and transportation of commodities, market demand for energy from plants or 
facilities, changes in tax rates or policies or in rates of inflation, 
unanticipated development project delays or changes in project costs, 
unanticipated changes in operating expenses and capital expenditures, capital 
market conditions, competition for new energy development opportunities, legal 
and administrative proceedings (whether civil, such as environmental, or 
criminal) and settlements, and any unanticipated impact of the year 2000, 
including delays or changes in costs of year 2000 compliance, or the failure 
of major suppliers, customers and others with whom the Company does business 
to resolve their own year 2000 issues on a timely basis.

All such factors are difficult to predict, contain uncertainties which may 
materially affect actual results, and are beyond the control of the Company.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

			    FPL GROUP, INC.
		CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		  (In millions, except per share amounts)
			     (Unaudited)



<TABLE>
<CAPTION>

								       Three Months Ended       Nine Months Ended
									 September 30,           September 30,      
								       1998         1997         1998        1997   
<S>                                                                   <C>          <C>          <C>         <C>
OPERATING REVENUES ..............................................     $1,999        $1,859      $5,030      $4,891

OPERATING EXPENSES:
  Fuel, purchased power and interchange .........................        659           674       1,652       1,777
  Other operations and maintenance...............................        327           290         945         858
  Depreciation and amortization .................................        314           266         911         797
  Taxes other than income taxes .................................        171           165         457         448
    Total operating expenses ....................................      1,471         1,395       3,965       3,880

OPERATING INCOME ................................................        528           464       1,065       1,011

OTHER INCOME (DEDUCTIONS):
  Interest charges ..............................................       (101)          (70)       (228)       (215)
  Preferred stock dividends - FPL ...............................         (4)           (5)        (11)        (15)
  Other - net ...................................................         21            17          42          29
    Total other deductions - net ................................        (84)          (58)       (197)       (201)

INCOME BEFORE INCOME TAXES ......................................        444           406         868         810

INCOME TAXES ....................................................        157           144         297         282

NET INCOME ......................................................     $  287        $  262      $  571      $  528

Earnings per share of common stock (basic and assuming dilution).     $ 1.66      $   1.52     $  3.31     $  3.05
Dividends per share of common stock .............................     $ 0.50      $   0.48     $  1.50     $  1.44
Average number of common shares outstanding .....................        172           173         173         173
</TABLE>


This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on Pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the combined Annual Report 
on Form 10-K for the fiscal year ended December 31, 1997 (1997 Form 10-K) for 
FPL Group and FPL.





			     FPL GROUP, INC.
		   CONDENSED CONSOLIDATED BALANCE SHEETS
			  (Millions of Dollars)



<TABLE>
<CAPTION>
										       September 30,
											   1998         December 31,
											(Unaudited)         1997    
<S>                                                                                       <C>             <C>
PROPERTY, PLANT AND EQUIPMENT:
  Electric utility plant in service and other property,
    including nuclear fuel and construction work in progress .......................      $17,991         $17,820
  Less accumulated depreciation and amortization ...................................       (9,153)         (8,466)
    Total property, plant and equipment - net ......................................        8,838           9,354

CURRENT ASSETS:
  Cash and cash equivalents ........................................................          447              54
  Customer receivables, net of allowances of $10 and $9, respectively ..............          705             501
  Materials, supplies and fossil fuel inventory - at average cost ..................          278             302
  Other ............................................................................          341             244
    Total current assets ...........................................................        1,771           1,101

OTHER ASSETS:
  Special use funds of FPL .........................................................        1,093           1,007
  Other investments ................................................................          369             282
  Other ............................................................................          773             705
    Total other assets .............................................................        2,235           1,994

TOTAL ASSETS .. ....................................................................      $12,844         $12,449


CAPITALIZATION:
  Common stock .....................................................................      $     2         $     2
  Additional paid-in capital........................................................        3,004           3,038
  Retained earnings.................................................................        2,116           1,804
  Accumulated other comprehensive income............................................            1               1
    Total common shareholders' equity...............................................        5,123           4,845
  Preferred stock of FPL without sinking fund requirements .........................          226             226
  Long-term debt ...................................................................        2,785           2,949
    Total capitalization ...........................................................        8,134           8,020

CURRENT LIABILITIES:
  Debt and preferred stock due within one year .....................................          287             332
  Accounts payable .................................................................          401             368
  Accrued interest, taxes and other ................................................        1,131             799
    Total current liabilities ......................................................        1,819           1,499

OTHER LIABILITIES AND DEFERRED CREDITS:
  Accumulated deferred income taxes ................................................        1,364           1,473
  Unamortized regulatory and investment tax credits ................................          365             395
  Other ............................................................................        1,162           1,062
    Total other liabilities and deferred credits ...................................        2,891           2,930

COMMITMENTS AND CONTINGENCIES

TOTAL CAPITALIZATION AND LIABILITIES ...............................................      $12,844         $12,449
</TABLE>


This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on Pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1997 Form 10-K for FPL 
Group and FPL.




			 FPL GROUP, INC.
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		      (Millions of Dollars)
			  (Unaudited)


<TABLE>
<CAPTION>

												 Nine Months Ended
												   September 30,     
												  1998        1997   
<S>                                                                                              <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES .............................................          $1,532      $1,497

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures of FPL .........................................................            (474)       (355)
  Independent power investments .......................................................            (425)       (247)
  Distributions and loan repayments from partnerships and joint ventures ..............             280          42
  Other - net .........................................................................             (58)         15
      Net cash used in investing activities ...........................................            (677)       (545)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long-term debt ..........................................................             343          30
  Retirement of long-term debt and preferred stock ....................................            (398)       (428)
  Decrease in short-term debt .........................................................             (96)          -
  Repurchase of common stock ..........................................................             (52)        (41)
  Dividends on common stock ...........................................................            (259)       (249)
      Net cash used in financing activities ...........................................            (462)       (688)

Net increase in cash and cash equivalents .............................................             393         264

Cash and cash equivalents at beginning of period ......................................              54         196
  
Cash and cash equivalents at end of period ............................................          $  447      $  460

Supplemental disclosures of cash flow information:
  Cash paid for interest ..............................................................          $  217      $  212
  Cash paid for income taxes ..........................................................          $  238      $  198

Supplemental schedule of noncash investing and financing activities:
  Additions to capital lease obligations ..............................................          $   29      $   49
  Debt assumed for property additions ..................................................               -      $  420
</TABLE>


This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on Pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1997 Form 10-K for FPL 
Group and FPL.





		 FLORIDA POWER & LIGHT COMPANY
	   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		     (Millions of Dollars)
			  (Unaudited)


<TABLE>
<CAPTION>
									  Three Months Ended     Nine Months Ended
									     September 30,         September 30,   
									    1998      1997        1998       1997  
<S>                                                                        <C>       <C>         <C>        <C>
OPERATING REVENUES ................................................        $1,878    $1,819      $4,807     $4,759

OPERATING EXPENSES:
  Fuel, purchased power and interchange ...........................           637       661       1,614      1,737
  Other operations and maintenance ................................           293       272         846        796
  Depreciation and amortization ...................................           306       262         891        781
  Income taxes ....................................................           157       149         311        299
  Taxes other than income taxes ...................................           171       164         456        447
    Total operating expenses ......................................         1,564     1,508       4,118      4,060

OPERATING INCOME ..................................................           314       311         689        699

OTHER INCOME (DEDUCTIONS):
  Interest charges ................................................           (50)      (57)       (149)      (173)
  Other - net .....................................................             3         2           -          4
    Total other deductions - net ..................................           (47)      (55)       (149)      (169)

NET INCOME ........................................................           267       256         540        530

PREFERRED STOCK DIVIDENDS .........................................             4         5          11         15

NET INCOME AVAILABLE TO FPL GROUP .................................        $  263    $  251      $  529     $  515
</TABLE>


This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on Pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1997 Form 10-K for FPL 
Group and FPL.




		    FLORIDA POWER & LIGHT COMPANY
	       CONDENSED CONSOLIDATED BALANCE SHEETS
		       (Millions of Dollars)


<TABLE>
<CAPTION>
											September 30,
											   1998         December 31,
											(Unaudited)         1997    

<S>                                                                                      <C>             <C>
ELECTRIC UTILITY PLANT:
  Plant in service, including nuclear fuel and construction work in progress .......     $17,358         $17,136
  Less accumulated depreciation and amortization ...................................      (9,029)         (8,355)
    Electric utility plant - net ...................................................       8,329           8,781

CURRENT ASSETS:
  Cash and cash equivalents ........................................................         237               3
  Customer receivables, net of allowances of $10 and $9, respectively ...............        654             471
  Materials, supplies and fossil fuel inventory - at average cost ..................         216             242
  Other ............................................................................         317             226
    Total current assets ...........................................................       1,424             942

OTHER ASSETS:
  Special use funds ................................................................       1,093           1,007
  Other ............................................................................         437             442
    Total other assets .............................................................       1,530           1,449

TOTAL ASSETS .......................................................................     $11,283         $11,172


CAPITALIZATION:
  Common shareholder's equity ......................................................     $ 4,879         $ 4,814
  Preferred stock without sinking fund requirements ................................         226             226
  Long-term debt ...................................................................       2,190           2,420
    Total capitalization ...........................................................       7,295           7,460

CURRENT LIABILITIES:
  Debt and preferred stock due within one year .....................................         230             220
  Accounts payable .................................................................         351             344
  Accrued interest, taxes and other ................................................       1,052             748
    Total current liabilities ......................................................       1,633           1,312

OTHER LIABILITIES AND DEFERRED CREDITS:
  Accumulated deferred income taxes ................................................         970           1,070
  Unamortized regulatory and investment tax credits ................................         365             395
  Other ............................................................................       1,020             935
    Total other liabilities and deferred credits ...................................       2,355           2,400

COMMITMENTS AND CONTINGENCIES

TOTAL CAPITALIZATION AND LIABILITIES ...............................................     $11,283         $11,172
</TABLE>


This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on Pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1997 Form 10-K for FPL 
Group and FPL.




		    FLORIDA POWER & LIGHT COMPANY
	   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
			(Millions of Dollars)
			    (Unaudited)


<TABLE>
<CAPTION>
												 Nine Months Ended
												   September 30,    
												  1998        1997  
<S>                                                                                              <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES .............................................          $1,479      $1,368

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures ................................................................            (474)       (355)
  Other - net .........................................................................             (64)        (64)
      Net cash used in investing activities ...........................................            (538)       (419)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long-term debt ..........................................................             197           -
  Retirement of long-term debt and preferred stock ....................................            (389)       (269)
  Decrease in commercial paper ........................................................             (40)          - 
  Dividends ...........................................................................            (475)       (460)
    Net cash used in financing activities .............................................            (707)       (729)

Net increase in cash and cash equivalents .............................................             234         220

Cash and cash equivalents at beginning of period ......................................               3          78

Cash and cash equivalents at end of period ............................................          $  237      $  298

Supplemental disclosures of cash flow information:
  Cash paid for interest ..............................................................          $  142      $  171
  Cash paid for income taxes ..........................................................          $  277      $  361

Supplemental schedule of noncash investing and financing activities:
  Additions to capital lease obligations ..............................................          $   29      $   49
</TABLE>


This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on Pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1997 Form 10-K for FPL 
Group and FPL.




	   FPL GROUP, INC. AND FLORIDA POWER & LIGHT COMPANY
	 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
			    (Unaudited)


The accompanying condensed consolidated financial statements should be read in 
conjunction with the combined 1997 Form 10-K for FPL Group and FPL.  In the 
opinion of FPL Group and FPL management, all adjustments (consisting of normal 
recurring accruals) considered necessary for fair financial statement 
presentation have been made.  Certain amounts included in the prior year's 
consolidated financial statements have been reclassified to conform to the 
current year's presentation.  The results of operations for an interim period 
may not give a true indication of results for the year.

1.  Summary of Significant Accounting and Reporting Policies

Revenues and Rates - In March 1998, a large customer of FPL withdrew its 
petition requesting a limited scope proceeding to reduce FPL's base rates.  
The docket was subsequently closed by the FPSC.

On November 3, 1998, the FPSC deferred consideration of an FPSC Staff 
recommendation requesting a limited proceeding on the appropriateness of 
FPL's regulatory return on equity and equity ratio, and encouraged FPL and 
the FPSC Staff to continue negotiations to reach a settlement.  The FPSC 
Staff has questioned whether FPL's regulatory return on equity and equity 
ratio should be reduced.  The parties have been directed to report back to 
the FPSC on December 1, 1998. If a settlement is not reached by December 1, 
1998, the FPSC is expected to vote on whether a limited proceeding on these 
issues should take place.

Decommissioning of Generating Plant - In October 1998, FPL filed updated 
nuclear decommissioning studies with the FPSC.  The updated studies indicate 
an increase in FPL's portion of the ultimate cost of decommissioning its four 
nuclear units, expressed in 1998 dollars, to approximately $1.7 billion.  This 
results in a nuclear decommissioning reserve deficiency of approximately $536 
million.  FPL is proposing to maintain the decommissioning expense accrual at 
$85 million per year and recover the reserve deficiency through the special 
amortization program.

2.  Capitalization

FPL Group Common Stock - During the three and nine months ended September 30, 
1998, FPL Group repurchased 311,600 shares and 856,200 shares of common stock, 
respectively, under its share repurchase program.  A total of approximately 
1.5 million shares have been repurchased under the share repurchase program 
that began in April 1997.

Long-Term Debt - In June 1998, FPL sold $200 million principal amount of first 
mortgage bonds maturing in June 2008, with an interest rate of 6%. The 
proceeds were used in July 1998 to redeem approximately $200 million principal 
amount of first mortgage bonds, maturing in 2007 and 2012, bearing interest at 
7.875%.  In July 1998, a subsidiary of FPL Group Capital Inc (FPL Group 
Capital) sold $150 million of senior secured bonds maturing in 2018, bearing 
interest at 7.645%.  In September 1998, FPL redeemed $600,000 principal amount 
of variable rate tax-exempt pollution control, solid waste disposal revenue 
bonds, maturing in 2027.

Long-Term Incentive Plan - Performance shares granted to date under FPL 
Group's long-term incentive plan resulted in assumed incremental shares of 
common stock outstanding for purposes of computing both basic and diluted 
earnings per share for the nine months ended September 30, 1998 and 1997.  
These incremental shares were not material in the periods presented and did 
not cause diluted earnings per share to differ from basic earnings per share.

Other - In the first quarter of 1998, FPL Group adopted Statement of Financial 
Accounting Standards No. (FAS) 130, "Reporting Comprehensive Income."  The 
statement establishes standards for reporting comprehensive income and its 
components. Comprehensive income of FPL Group totaling $288 million and $263 
million for the three months ended September 30, 1998 and 1997, respectively, 
and, $572 million and $528 million for the nine months ended September 30, 
1998 and 1997, respectively, includes net income, and changes in unrealized 
gains (losses) on securities and foreign currency translation adjustments. 
Accumulated other comprehensive income is separately displayed in the 
condensed consolidated balance sheets of FPL Group.


3.  Commitments and Contingencies

Commitments - FPL has made commitments in connection with a portion of its 
projected capital expenditures.  Capital expenditures for the construction 
or acquisition of additional facilities and equipment to meet customer 
demand are estimated to be approximately $2.2 billion for 1998 through 2000. 
 Included in this three-year forecast are capital expenditures for 1998 of 
approximately $600 million, of which $474 million had been spent through 
September 30, 1998.  Also, in January 1998 FPL Group announced plans to 
purchase all of Central Maine Power Company's (Central Maine) non-nuclear 
generation assets. The Central Maine transaction is expected to close in the 
first quarter of 1999, subject to approval by federal and state regulators. 
 Commitments for independent power investments, including the acquisition 
mentioned above, are approximately $850 million for 1999.  FPL Group Capital 
and its subsidiaries have guaranteed approximately $219 million of purchase 
power agreement obligations, debt service payments and other payments 
subject to certain contingencies.

Insurance - Liability for accidents at nuclear power plants is governed by 
the Price-Anderson Act, which limits the liability of nuclear reactor owners 
to the amount of the insurance available from private sources and under an 
industry retrospective payment plan.  In accordance with this Act, FPL 
maintains $200 million of private liability insurance, which is the maximum 
obtainable, and participates in a secondary financial protection system 
under which it is subject to retrospective assessments of up to $362 million 
per incident at any nuclear utility reactor in the United States, payable at 
a rate not to exceed $43 million per incident per year.

FPL participates in nuclear insurance mutual companies that provide $2.75 
billion of limited insurance coverage for property damage, decontamination 
and premature decommissioning risks at its nuclear plants.  The proceeds 
from such insurance, however, must first be used for reactor stabilization 
and site decontamination before they can be used for plant repair.  FPL also 
participates in an insurance program that provides limited coverage for 
replacement power costs if a nuclear plant is out of service because of an 
accident.  In the event of an accident at one of FPL's or another 
participating insured's nuclear plants, FPL could be assessed up to $53 
million in retrospective premiums.

In the event of a catastrophic loss at one of FPL's nuclear plants, the 
amount of insurance available may not be adequate to cover property damage 
and other expenses incurred.  Uninsured losses, to the extent not recovered 
through rates, would be borne by FPL and could have a material adverse 
effect on FPL Group's and FPL's financial condition.

FPL self-insures certain of its transmission and distribution (T&D) property 
due to the high cost and limited coverage available from third-party 
insurers.  FPL maintains a funded storm and property insurance reserve, 
which totaled approximately $262 million at September 30, 1998, for T&D 
property storm damage or assessments under the nuclear insurance program. 
Recovery from customers of any losses in excess of the storm and property 
insurance reserve will require the approval of the FPSC.  FPL's available 
lines of credit include $300 million to provide additional liquidity in the 
event of a T&D property loss.

Contracts - FPL has entered into certain long-term purchased power and fuel 
contracts.  Take-or-pay purchased power contracts with the Jacksonville 
Electric Authority (JEA) and with subsidiaries of the Southern Company 
(Southern Companies) provide approximately 1,300 megawatts (mw) of power 
through mid-2010, and thereafter 383 mw through 2022.  FPL also has various 
firm pay-for-performance contracts to purchase approximately 1,000 mw from 
certain cogenerators and small power producers (qualifying facilities) with 
expiration dates ranging from 2002 through 2026.  The purchased power 
contracts provide for capacity and energy payments.  Energy payments are 
based on the actual power taken under these contracts.  Capacity payments 
for the pay-for-performance contracts are subject to the qualifying 
facilities meeting certain contract conditions.  Fuel contracts provide for 
the transportation and supply of natural gas and coal.

The required capacity and minimum payments through 2002 under these 
contracts are estimated to be as follows:


<TABLE>
<CAPTION>
									   1998      1999      2000       2001      2002
										       (Millions of Dollars)
<S>                                                                        <C>       <C>       <C>        <C>       <C>
Capacity payments:
  JEA and Southern Companies ............................................  $210      $210      $210       $210      $210
  Qualifying facilities (a) .............................................  $350      $360      $370       $380      $400
Minimum payments, at projected prices:
  Natural gas, including transportation .................................  $270      $210      $210       $240      $260
  Coal ..................................................................  $ 50      $ 40      $ 40       $ 40      $ 40


(a)  Includes approximately $35 million, $40 million, $40 million, $40 
     million and $45 million, respectively, for capacity payments associated 
     with two contracts that are currently in dispute.  These capacity 
     payments are subject to the outcome of the related litigation.  See 
     Litigation.
</TABLE>

Capacity, energy and fuel charges under these contracts were as follows:


<TABLE>
<CAPTION>
				     Three Months Ended September 30,             Nine Months Ended September 30,   
				 1998 Charges           1997 Charges          1998 Charges           1997 Charges   
					Energy/                Energy/               Energy/                Energy/
			      Capacity  Fuel (a)     Capacity  Fuel (a)    Capacity  Fuel (a)     Capacity  Fuel (a)
							       (Millions of Dollars)
<S>                            <C>        <C>         <C>        <C>        <C>        <C>         <C>        <C>
JEA and Southern Companies ..  $42(b)     $38         $51(b)     $ 36       $147(b)    $104        $153(b)    $109
Qualifying facilities .......  $75(c)     $31         $77(c)     $ 40       $224(c)    $ 85        $225(c)    $100
Natural gas .................    -        $77           -        $129          -       $215           -       $333
Coal ........................    -        $12           -        $ 13          -       $ 37           -       $ 40


(a)  Recovered through the fuel and purchased power cost recovery clause 
    (fuel clause).
(b) Recovered through base rates and the capacity cost recovery clause 
    (capacity clause).
(c) Recovered through the capacity clause.
</TABLE>

Litigation - In 1997, FPL filed a complaint against the owners of two 
qualifying facilities (plant owners) seeking an order declaring that FPL's 
obligations under the power purchase agreements with the qualifying 
facilities were rendered of no force and effect because the power plants 
failed to accomplish commercial operation before January 1, 1997, as 
required by the agreements.  In 1997, the plant owners filed for bankruptcy 
under Chapter XI of the United States Bankruptcy Code, ceased all attempts 
to operate the power plants and entered into an agreement with the holders 
of more than 70% of the bonds that partially financed the construction of 
the plants.  This agreement gives the holders of a majority of the principal 
amount of the bonds (the majority bondholders) the right to control, fund 
and manage any litigation against FPL and the right to settle with FPL on 
any terms such holders approve, provided that certain agreements are not 
affected and certain conditions are met.  In January 1998, the plant owners 
(through the attorneys for the majority bondholders) filed an answer denying 
the allegations in FPL's complaint and asserting counterclaims for 
approximately $2 billion, consisting of all capacity payments that could 
have been made over the 30-year term of the power purchase agreements and 
three times their actual damages for alleged violations of Florida antitrust 
laws, plus attorneys' fees.  In October 1998, the court dismissed all of the 
plant owners' antitrust claims against FPL.  The plant owners have since 
moved for summary judgment on FPL's claims against them.

The Florida Municipal Power Agency (FMPA), an organization comprised of 
municipal electric utilities, has sued FPL for allegedly breaching a 
"contract" to provide transmission service to the FMPA and its members and 
for breaching antitrust laws by monopolizing or attempting to monopolize the 
provision, coordination and transmission of electric power in refusing to 
provide transmission service, or to permit the FMPA to invest in and use 
FPL's transmission system, on the FMPA's proposed terms.  The FMPA seeks 
$140 million in damages, before trebling for the antitrust claim, and court 
orders requiring FPL to permit the FMPA to invest in and use FPL's 
transmission system on "reasonable terms and conditions" and on a basis 
equal to FPL.  In 1995, the Court of Appeals vacated the District Court's 
summary judgment in favor of FPL and remanded the matter to the District 
Court for further proceedings.  In 1996, the District Court ordered the FMPA 
to seek a declaratory ruling from the FERC regarding certain issues in the 
case.  In November 1998, the FERC declined to make the requested ruling.  
The District Court has yet to act further.

A former cable installation contractor for Telesat Cablevision, Inc. 
(Telesat), a wholly-owned subsidiary of FPL Group Capital, sued FPL Group, 
FPL Group Capital and Telesat for breach of contract, fraud, violation of 
racketeering statutes and several other claims.  The trial court entered a 
judgment in favor of FPL Group and Telesat on nine of twelve counts, 
including all of the racketeering and fraud claims, and in favor of FPL 
Group Capital on all counts.  It also denied all parties' claims for 
attorneys' fees.  However, the jury in the case awarded the contractor 
damages totaling approximately $6 million against FPL Group and Telesat for 
breach of contract and tortious interference.  All parties have appealed.

FPL Group and FPL believe that they have meritorious defenses to the 
litigation to which they are parties and are vigorously defending the suits. 
 Accordingly, the liabilities, if any, arising from the proceedings are not 
anticipated to have a material adverse effect on their financial statements.

4.  Summarized Financial Information of FPL Group Capital

FPL Group Capital's debenture is guaranteed by FPL Group and included in FPL 
Group's condensed consolidated balance sheets.  For the three months ended 
September 30, 1998 and 1997, operating revenues of FPL Group Capital were 
approximately $122 million and $40 million, respectively.  For the same 
periods, operating expenses were approximately $65 million and $36 million, 
respectively, and net income was approximately $29 million and $16 million, 
respectively.  For the nine months ended September 30, 1998 and 1997, 
operating revenues of FPL Group Capital were approximately $223 million and 
$132 million, respectively.  For the same periods, operating expenses were 
approximately $160 million and $119 million, respectively, and net income 
was approximately $58 million and $26 million, respectively.

At September 30, 1998, FPL Group Capital had approximately $361 million of 
current assets, $1.5 billion of noncurrent assets, $218 million of current 
liabilities and $1.2 billion of noncurrent liabilities.  At December 31, 
1997, FPL Group Capital had current assets of approximately $156 million, 
noncurrent assets of $1.4 billion, current liabilities of $252 million and 
noncurrent liabilities of $999 million.

Management has not presented separate financial statements and other 
disclosures concerning FPL Group Capital because management has determined 
that such information is not material to holders of the FPL Group Capital 
debenture.

Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

This discussion should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements contained herein and Management's Discussion 
and Analysis of Financial Condition and Results of Operations appearing in the 
1997 Form 10-K for FPL Group and FPL.  The results of operations for an 
interim period may not give a true indication of results for the year.  In the 
following discussion, all comparisons are with the corresponding items in the 
prior year.

RESULTS OF OPERATIONS

The generation, transmission, distribution and sale of electric energy by 
FPL continues to represent the principal operations of FPL Group.  However, 
growth in FPL Group's net income for the three and nine months ended 
September 30, 1998 was primarily due to additional investments and better 
operating results at FPL Energy, Inc.'s (FPL Energy) independent power 
investments.  FPL's net income available to FPL Group also increased, mainly 
due to higher customer usage and customer growth, partly offset by higher 
depreciation and O&M expenses.
 
FPL's revenues from base rates for the three and nine months ended September 
30, 1998 increased to $1.1 billion and $2.8 billion, respectively, from $1.0 
billion and $2.7 billion for the same period in 1997.  The improvements 
resulted from increases in energy usage per retail customer of 5.3% and 
3.5%, respectively, primarily due to weather conditions, and customer growth 
of 1.9% and 1.8%, respectively. Cost recovery clause revenues and franchise 
fees comprise substantially all of the remaining operating revenues. Such 
revenues represent a pass-through of costs and do not significantly affect 
net income.  Fluctuations in these revenues are primarily driven by changes 
in energy sales, fuel prices and capacity charges.

FPL's O&M expenses increased for the three and nine months ended September 
30, 1998, primarily due to additional spending associated with improving the 
reliability of the distribution system.  Depreciation and amortization 
expense in all periods presented includes amortization recorded under the 
special amortization program, which is a function of retail base revenues. 
Depreciation and amortization expense increased for the three and nine 
months ended September 30, 1998 mainly due to the increase in revenues 
discussed above.  FPL's interest expense and preferred stock dividend 
requirements declined for the three and nine months ended September 30, 
1998, resulting from continued reductions in average debt and preferred 
stock balances.

On November 3, 1998, the FPSC deferred consideration of an FPSC Staff 
recommendation requesting a limited proceeding on the appropriateness of 
FPL's regulatory return on equity and equity ratio, and encouraged FPL and 
the FPSC Staff to continue negotiations to reach a settlement.  The FPSC 
Staff has questioned whether FPL's regulatory return on equity and equity 
ratio should be reduced.  The parties have been directed to report back to 
the FPSC on December 1, 1998. If a settlement is not reached by December 1, 
1998, the FPSC is expected to vote on whether a limited proceeding on these 
issues should take place.

FPL Energy's operating results improved for the three and nine months ended 
September 30, 1998.  The improvements primarily reflect additional 
investments and better over-all results from independent power investments. 
 In addition, during the third quarter of 1998, one of FPL Energy's 
independent power investments received a settlement relating to a contract 
dispute, which was partially offset by costs associated with an interest 
rate swap which is no longer designated as a hedge.
 
FPL Group is continuing to work to resolve the potential impact of the year 
2000 on the processing of information by its computer systems. A multi-phase 
plan has been developed consisting of inventorying potential problems, 
assessing what will be required to address each potential problem, taking 
the necessary action to fix each problem, testing to see that the action 
taken did result in year 2000 readiness and implementing the required 
solution.  The inventory and assessment of the information technology 
infrastructure, computer applications and computerized processes embedded in 
operating equipment has been substantially completed and approximately 60% 
of the necessary modifications have been tested and implemented. FPL Group's 
efforts to assess the year 2000 readiness of third parties are ongoing.  
These communications will help ensure that critical supplies are not 
interrupted, that large customers are able to receive power and that 
transactions with or processed by financial institutions will occur as 
intended.  FPL Group is on schedule with its multi-phase plan and all phases 
are expected to be completed by mid-1999, except for work at St. Lucie Unit 
No. 1, which will be completed during a scheduled refueling outage beginning 
in October 1999. The cost of addressing year 2000 issues is estimated to be 
approximately $50 million, approximately 20% of which had been spent through 
September 30, 1998. The majority of these costs represent the redeployment 
of existing resources and therefore, are not expected to have a significant 
effect on O&M expenses.


At this time, FPL Group believes that the most reasonably likely worst case 
scenarios relating to the year 2000 could include a temporary disruption of 
service to customers, caused by a potential disruption in fuel supply, water 
supply and telecommunications, as well as transmission grid disruptions 
caused by other companies whose electrical systems are interconnected with 
FPL.  A contingency planning team has been established to identify the risks 
associated with the year 2000, as well as to coordinate with other utilities 
in the region.  A preliminary contingency plan is expected to be developed 
by the end of the first quarter of 1999, and will be continually updated as 
additional information becomes available.

In June 1998, the Financial Accounting Standards Board issued FAS 133, 
"Accounting for Derivative Instruments and Hedging Activities."  The 
statement establishes accounting and reporting standards requiring that 
every derivative instrument (including certain derivative instruments 
embedded in other contracts) be recorded in the balance sheet as either an 
asset or liability measured at its fair value.  The statement requires that 
changes in the derivative's fair value be recognized currently in earnings 
unless specific hedge accounting criteria are met.  FPL Group is currently 
assessing the effect, if any, on its financial statements of implementing 
FAS 133.  FPL's energy marketing and trading division uses forward contracts 
and options to manage fuel costs and to market any excess generation.  
Substantially all of the results of these activities are reflected in the 
fuel or the capacity clauses and, accordingly, do not affect net income.  
FPL Group will be required to adopt the standard in 2000.

LIQUIDITY AND CAPITAL RESOURCES

Using available cash flows from operations, FPL repaid certain series of 
secured medium-term notes that matured during the first quarter of 1998.  
Additionally, during the three and nine months ended September 30, 1998, FPL 
Group repurchased 311,600 and 856,200 shares of common stock, respectively. 
 These actions are consistent with management's intent to reduce debt and 
preferred stock balances and the number of outstanding shares of common 
stock.  See Note 2.

In September 1998, FPL announced plans to accelerate expansion of its power 
generating system.  FPL intends to repower two existing plants by the end of 
2001 and 2003, respectively, and build two new gas-fired units within ten 
years at the Martin power plant.  In October 1998, FPL selected Florida Gas 
Transmission Company to construct a natural gas pipeline approximately 100 
miles long to bring natural gas to the Ft. Myers plant, the first plant to 
be repowered.  For information concerning capital commitments, see Note 3.

MARKET RISK SENSITIVITY

An interest rate swap agreement entered into by an FPL Group subsidiary was 
undesignated as a hedge during the third quarter of 1998, and was recorded 
at its market value as of September 30, 1998.  An interest rate lock 
agreement entered into by an FPL Group subsidiary during the third quarter 
of 1998 had a fair value of $29 million at September 30, 1998 (based on the 
cost to terminate the agreement).  A hypothetical 10% decrease in interest 
rates would result in a $13 million increase in the fair value of that 
agreement.

Other than the above changes, the risk associated with FPL Group's and FPL's 
market risk sensitive instruments has not materially changed from that 
discussed in Item 7. Management's Discussion and Analysis of Financial 
Condition and Results of Operations - Market Risk Sensitivity in the 1997 
Form 10-K for FPL Group and FPL.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See Item 2. Management's Discussion and Analysis of Financial Condition and 
Results of Operations.

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

(a) Reference is made to Item 3. Legal Proceedings in the 1997 Form 10-K 
for FPL Group and FPL.

In October 1998, the court dismissed all of the qualifying facilities 
plant owners' antitrust claims against FPL.  The plant owners have 
since moved for summary judgment on FPL's claims against them.

In November 1998, the FERC declined to make the required ruling in 
the FMPA case.  The District Court has yet to act further.

Item 5.  Other Information

(a) Reference is made to Item 1. Business - FPL Operations - Retail 
Ratemaking in the 1997 Form 10-K for FPL Group and FPL.

On November 3, 1998, the FPSC deferred consideration of an FPSC Staff 
recommendation requesting a limited proceeding on the appropriateness 
of FPL's regulatory return on equity and equity ratio, and encouraged 
FPL and the FPSC Staff to continue negotiations to reach a 
settlement.  The FPSC Staff has questioned whether FPL's regulatory 
return on equity and equity ratio should be reduced.  The parties 
have been directed to report back to the FPSC on December 1, 1998. If 
a settlement is not reached by December 1, 1998, the FPSC is expected 
to vote on whether a limited proceeding on these issues should take 
place.

(b)     Reference is made to Item 1. Business - FPL Operations - System 
Capability and Load in the 1997 Form 10-K for FPL Group and FPL and 
Item 5. (b) Other Information in the FPL Group and FPL Form 10-Q for 
the quarterly period ended March 31, 1998.

	In September 1998, FPL announced plans to accelerate expansion of its 
power generating system.  FPL intends to repower two existing plants by 
the end of 2001 and 2003, respectively, and build two new gas-fired 
units within ten years at the Martin power plant.  In October 1998, FPL 
selected Florida Gas Transmission Company to construct a natural gas 
pipeline approximately 100 miles long to bring natural gas to the Ft. 
Myers plant, the first plant to be repowered.

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits


<TABLE>
<CAPTION>
       Exhibit                                                                    FPL
       Number                                       Description                  Group    FPL
       <S>                <C>                                                     <C>     <C>
	12(a)             Computation of Ratio of Earnings to Fixed Charges       x
	12(b)             Computation of Ratios                                           x
	27                Financial Data Schedule                                 x       x
</TABLE>


(b)     Reports on Form 8-K - None

			  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrants have duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

			FPL GROUP, INC.
	       FLORIDA POWER & LIGHT COMPANY
			(Registrants)

Date:  November 4, 1998
		       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 Financial Officer of the Registrants)