| | 
| | 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION





|Commission
File
Number                                                                                                                                                                                                                                                                                                                                    |                                                                                                              | Exact name of registrants as specified in their
charters, address of principal executive offices and
registrants' telephone number |  | IRS Employer
Identification
Number
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------
|                                                                                                                                                                                                                                                                                                                                                          |                                                                                                              |                                                                                                                                    |  |                                   
|1-8841
2-27612                                                                                                                                                                                                                                                                                                                                            | FPL GROUP, INC.
FLORIDA POWER & LIGHT COMPANY700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000 | 59-2449419
59-0247775                                                                                                             
|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                                                                
|Indicate by check mark whether FPL Group, Inc. is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  X      No                                                                                                                                                                                              
|Indicate by check mark whether Florida Power & Light Company is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes        No  X                                                                                                                                                                                
|Indicate by check mark whether FPL Group, Inc. is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes        No X                                                                                                                                                                                                     
|Indicate by check mark whether Florida Power & Light Company is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes        No X                                                                                                                                                                                    
|APPLICABLE ONLY TO CORPORATE ISSUERS:                                                                                                                                                                                                                                                                                                                    
|The number of shares outstanding of FPL Group, Inc. common stock, as of the latest practicable date:  Common Stock, $0.01 par value, outstanding at September 30, 2005:  394,855,299 shares.                                                                                                                                                             
|As of September 30, 2005, 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.
|Florida Power & Light Company meets the conditions set forth under General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.                                                                                                                                                                





|TABLE OF CONTENTS                                                    
|---------------------------------------------------------------------
|                                                                     
|                                                                     
|                                                                     
|Cautionary Statements and Risk Factors that May Affect Future Results
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Item 1.                                                              
|                                                                     
|Item 2.                                                              
|                                                                     
|Item 3.                                                              
|                                                                     
|Item 4.                                                              
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Item 1.                                                              
|                                                                     
|Item 2.                                                              
|                                                                     
|Item 5.                                                              
|                                                                     
|Item 6.                                                              
|                                                                     
|Signatures                                                           







CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS



Any forward-looking statement speaks only as of the date on which such statement is made, and FPL Group and FPL undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made.  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 statement.

The following are some important factors that could have a significant impact on FPL Group's and FPL's operations and financial results, and could cause FPL Group's and FPL's actual results or outcomes to differ materially from those discussed in the forward-looking statements:

















































































































|PART I - FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.  Financial Statements                                                                                                                                                                                                                                                                                     
|FPL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(millions, except per share amounts)
(unaudited)                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|OPERATING REVENUES                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|OPERATING EXPENSES                                                                                                                                                                                                                                                                                                
|Fuel, purchased power and interchange                                                                                                                                                                                                                                                                             
|Other operations and maintenance                                                                                                                                                                                                                                                                                  
|Amortization of storm reserve deficiency                                                                                                                                                                                                                                                                          
|Depreciation and amortization                                                                                                                                                                                                                                                                                     
|Taxes other than income taxes                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                  
|Total operating expenses                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|OPERATING INCOME                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|OTHER INCOME (DEDUCTIONS)                                                                                                                                                                                                                                                                                         
|Interest charges                                                                                                                                                                                                                                                                                                  
|Equity in earnings of equity method investees                                                                                                                                                                                                                                                                     
|Allowance for equity funds used during construction                                                                                                                                                                                                                                                               
|Other - net                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                  
|Total other deductions - net                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|INCOME BEFORE INCOME TAXES                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                  
|INCOME TAXES                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|NET INCOME                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                  
|Earnings per share of common stock:                                                                                                                                                                                                                                                                               
|Basic                                                                                                                                                                                                                                                                                                             
|Assuming dilution                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                  
|Dividends per share of common stock                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                  
|Weighted-average number of common shares outstanding:                                                                                                                                                                                                                                                             
|Basic                                                                                                                                                                                                                                                                                                             
|Assuming dilution                                                                                                                                                                                                                                                                                                 
|This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements (Notes) 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, 2004 (2004 Form 10-K) for FPL Group and FPL.





|FPL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)                                                                                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                         
|                                                                                                                                                                         
|PROPERTY, PLANT AND EQUIPMENT                                                                                                                                            
|Electric utility plant in service and other property                                                                                                                     
|Nuclear fuel                                                                                                                                                             
|Construction work in progress                                                                                                                                            
|Less accumulated depreciation and amortization                                                                                                                           
|                                                                                                                                                                         
|Total property, plant and equipment - net                                                                                                                                
|                                                                                                                                                                         
|                                                                                                                                                                         
|CURRENT ASSETS                                                                                                                                                           
|Cash and cash equivalents                                                                                                                                                
|Customer receivables, net of allowances of $30 and $37, respectively                                                                                                     
|Other receivables, net of allowances of $8 and $1, respectively                                                                                                          
|Materials, supplies and fossil fuel inventory - at average cost                                                                                                          
|Regulatory assets:                                                                                                                                                       
|Deferred clause and franchise expenses                                                                                                                                   
|Storm reserve deficiency                                                                                                                                                 
|Derivatives                                                                                                                                                              
|Derivatives                                                                                                                                                              
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total current assets                                                                                                                                                     
|                                                                                                                                                                         
|                                                                                                                                                                         
|OTHER ASSETS                                                                                                                                                             
|Nuclear decommissioning reserve funds                                                                                                                                    
|Other investments                                                                                                                                                        
|Regulatory assets:                                                                                                                                                       
|Storm reserve deficiency                                                                                                                                                 
|Unamortized loss on reacquired debt                                                                                                                                      
|Deferred clause expenses                                                                                                                                                 
|Other                                                                                                                                                                    
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total other assets                                                                                                                                                       
|                                                                                                                                                                         
|                                                                                                                                                                         
|TOTAL ASSETS                                                                                                                                                             
|                                                                                                                                                                         
|                                                                                                                                                                         
|CAPITALIZATION                                                                                                                                                           
|Common stock                                                                                                                                                             
|Additional paid-in capital                                                                                                                                               
|Retained earnings                                                                                                                                                        
|Accumulated other comprehensive loss                                                                                                                                     
|                                                                                                                                                                         
|Total common shareholders' equity                                                                                                                                        
|Long-term debt                                                                                                                                                           
|                                                                                                                                                                         
|Total capitalization                                                                                                                                                     
|                                                                                                                                                                         
|                                                                                                                                                                         
|CURRENT LIABILITIES                                                                                                                                                      
|Commercial paper                                                                                                                                                         
|Current maturities of long-term debt and preferred stock                                                                                                                 
|Accounts payable                                                                                                                                                         
|Customers' deposits                                                                                                                                                      
|Margin cash deposits                                                                                                                                                     
|Accrued interest and taxes                                                                                                                                               
|Regulatory liabilities:                                                                                                                                                  
|Deferred clause and franchise revenues                                                                                                                                   
|Derivatives                                                                                                                                                              
|Derivatives                                                                                                                                                              
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total current liabilities                                                                                                                                                
|                                                                                                                                                                         
|                                                                                                                                                                         
|OTHER LIABILITIES AND DEFERRED CREDITS                                                                                                                                   
|Asset retirement obligations                                                                                                                                             
|Accumulated deferred income taxes                                                                                                                                        
|Regulatory liabilities:                                                                                                                                                  
|Accrued asset removal costs                                                                                                                                              
|Asset retirement obligation regulatory expense difference                                                                                                                
|Unamortized investment tax credits                                                                                                                                       
|Other                                                                                                                                                                    
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total other liabilities and deferred credits                                                                                                                             
|                                                                                                                                                                         
|                                                                                                                                                                         
|COMMITMENTS AND CONTINGENCIES                                                                                                                                            
|                                                                                                                                                                         
|TOTAL CAPITALIZATION AND LIABILITIES                                                                                                                                     
|                                                                                                                                                                         
|This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.



|FPL GROUP, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(millions)(unaudited)                                                                                      
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                                                                     
|Net income                                                                                                                                                               
|Adjustments to reconcile net income to net cash provided by operating activities:                                                                                        
|Depreciation and amortization                                                                                                                                            
|Nuclear fuel amortization                                                                                                                                                
|Storm-related costs, net of insurance advances                                                                                                                           
|Amortization of storm reserve deficiency                                                                                                                                 
|Unrealized losses on marked to market energy contracts                                                                                                                   
|Deferred income taxes and related regulatory credit                                                                                                                      
|Cost recovery clauses and franchise fees                                                                                                                                 
|Equity in earnings of equity method investees                                                                                                                            
|Distribution of earnings from equity method investees                                                                                                                    
|Changes in operating assets and liabilities:                                                                                                                             
|Customer receivables                                                                                                                                                     
|Other receivables                                                                                                                                                        
|Material, supplies and fossil fuel inventory                                                                                                                             
|Other current assets                                                                                                                                                     
|Deferred pension cost                                                                                                                                                    
|Accounts payable                                                                                                                                                         
|Customers' deposits                                                                                                                                                      
|Margin cash deposits                                                                                                                                                     
|Income taxes                                                                                                                                                             
|Interest and other taxes                                                                                                                                                 
|Other current liabilities                                                                                                                                                
|Other liabilities                                                                                                                                                        
|Other - net                                                                                                                                                              
|                                                                                                                                                                         
|Net cash provided by operating activities                                                                                                                                
|                                                                                                                                                                         
|                                                                                                                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                                                     
|Capital expenditures of FPL                                                                                                                                              
|Independent power investments                                                                                                                                            
|Nuclear fuel purchases                                                                                                                                                   
|Sale of independent power investments                                                                                                                                    
|Loan repayments and capital distributions from equity method investees                                                                                                   
|Contributions to special use funds                                                                                                                                       
|Reimbursements from special use funds                                                                                                                                    
|Sale of Olympus note receivable                                                                                                                                          
|Funding of secured loan                                                                                                                                                  
|Proceeds from termination of leveraged lease                                                                                                                             
|Other - net                                                                                                                                                              
|                                                                                                                                                                         
|Net cash used in investing activities                                                                                                                                    
|                                                                                                                                                                         
|                                                                                                                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                                                     
|Issuances of long-term debt                                                                                                                                              
|Retirements of long-term debt                                                                                                                                            
|Retirements of preferred stock - FPL                                                                                                                                     
|Net change in short-term debt                                                                                                                                            
|Issuances of common stock                                                                                                                                                
|Dividends on common stock                                                                                                                                                
|Other - net                                                                                                                                                              
|                                                                                                                                                                         
|Net cash provided by (used in) financing activities                                                                                                                      
|                                                                                                                                                                         
|                                                                                                                                                                         
|Net increase in cash and cash equivalents                                                                                                                                
|Cash and cash equivalents at beginning of period                                                                                                                         
|                                                                                                                                                                         
|Cash and cash equivalents at end of period                                                                                                                               
|                                                                                                                                                                         
|                                                                                                                                                                         
|SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES                                                                                                      
|Issuance of common stock and conversion of options and warrants in connection with                                                                                       
|the acquisition of Gexa Corp. (Gexa)                                                                                                                                     
|This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.





|FLORIDA POWER & LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(millions)
(unaudited)                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|OPERATING REVENUES                                                                                                                                                       
|                                                                                                                                                                         
|                                                                                                                                                                         
|OPERATING EXPENSES                                                                                                                                                       
|Fuel, purchased power and interchange                                                                                                                                    
|Other operations and maintenance                                                                                                                                         
|Amortization of storm reserve deficiency                                                                                                                                 
|Depreciation and amortization                                                                                                                                            
|Taxes other than income taxes                                                                                                                                            
|                                                                                                                                                                         
|Total operating expenses                                                                                                                                                 
|                                                                                                                                                                         
|                                                                                                                                                                         
|OPERATING INCOME                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|OTHER INCOME (DEDUCTIONS)                                                                                                                                                
|Interest charges                                                                                                                                                         
|Allowance for equity funds used during construction                                                                                                                      
|Other - net                                                                                                                                                              
|                                                                                                                                                                         
|Total other deductions - net                                                                                                                                             
|                                                                                                                                                                         
|                                                                                                                                                                         
|INCOME BEFORE INCOME TAXES                                                                                                                                               
|                                                                                                                                                                         
|INCOME TAXES                                                                                                                                                             
|                                                                                                                                                                         
|                                                                                                                                                                         
|NET INCOME                                                                                                                                                               
|                                                                                                                                                                         
|PREFERRED STOCK DIVIDENDS                                                                                                                                                
|                                                                                                                                                                         
|                                                                                                                                                                         
|NET INCOME AVAILABLE TO FPL GROUP                                                                                                                                        
|                                                                                                                                                                         
|This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.





|FLORIDA POWER & LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                         
|                                                                                                                                                                         
|ELECTRIC UTILITY PLANT                                                                                                                                                   
|Plant in service                                                                                                                                                         
|Nuclear fuel                                                                                                                                                             
|Construction work in progress                                                                                                                                            
|Less accumulated depreciation and amortization                                                                                                                           
|                                                                                                                                                                         
|Electric utility plant - net                                                                                                                                             
|                                                                                                                                                                         
|                                                                                                                                                                         
|CURRENT ASSETS                                                                                                                                                           
|Cash and cash equivalents                                                                                                                                                
|Customer receivables, net of allowances of $17 and $18, respectively                                                                                                     
|Other receivables, net of allowances of $1 and $1, respectively                                                                                                          
|Materials, supplies and fossil fuel inventory - at average cost                                                                                                          
|Regulatory assets:                                                                                                                                                       
|Deferred clause and franchise expenses                                                                                                                                   
|Storm reserve deficiency                                                                                                                                                 
|Derivatives                                                                                                                                                              
|Derivatives                                                                                                                                                              
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total current assets                                                                                                                                                     
|                                                                                                                                                                         
|                                                                                                                                                                         
|OTHER ASSETS                                                                                                                                                             
|Nuclear decommissioning reserve funds                                                                                                                                    
|Other investments                                                                                                                                                        
|Regulatory assets:                                                                                                                                                       
|Storm reserve deficiency                                                                                                                                                 
|Unamortized loss on reacquired debt                                                                                                                                      
|Deferred clause expenses                                                                                                                                                 
|Other                                                                                                                                                                    
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total other assets                                                                                                                                                       
|                                                                                                                                                                         
|                                                                                                                                                                         
|TOTAL ASSETS                                                                                                                                                             
|                                                                                                                                                                         
|                                                                                                                                                                         
|CAPITALIZATION                                                                                                                                                           
|Common stock                                                                                                                                                             
|Additional paid-in capital                                                                                                                                               
|Retained earnings                                                                                                                                                        
|                                                                                                                                                                         
|Total common shareholder's equity                                                                                                                                        
|Long-term debt                                                                                                                                                           
|                                                                                                                                                                         
|Total capitalization                                                                                                                                                     
|                                                                                                                                                                         
|                                                                                                                                                                         
|CURRENT LIABILITIES                                                                                                                                                      
|Commercial paper                                                                                                                                                         
|Current maturities of long-term debt and preferred stock                                                                                                                 
|Accounts payable                                                                                                                                                         
|Customers' deposits                                                                                                                                                      
|Margin cash deposits                                                                                                                                                     
|Accrued interest and taxes                                                                                                                                               
|Regulatory liabilities:                                                                                                                                                  
|Deferred clause and franchise revenues                                                                                                                                   
|Derivatives                                                                                                                                                              
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total current liabilities                                                                                                                                                
|                                                                                                                                                                         
|                                                                                                                                                                         
|OTHER LIABILITIES AND DEFERRED CREDITS                                                                                                                                   
|Asset retirement obligations                                                                                                                                             
|Accumulated deferred income taxes                                                                                                                                        
|Regulatory liabilities:                                                                                                                                                  
|Accrued asset removal costs                                                                                                                                              
|Asset retirement obligation regulatory expense difference                                                                                                                
|Unamortized investment tax credits                                                                                                                                       
|Other                                                                                                                                                                    
|Other                                                                                                                                                                    
|                                                                                                                                                                         
|Total other liabilities and deferred credits                                                                                                                             
|                                                                                                                                                                         
|                                                                                                                                                                         
|COMMITMENTS AND CONTINGENCIES                                                                                                                                            
|                                                                                                                                                                         
|TOTAL CAPITALIZATION AND LIABILITIES                                                                                                                                     
|                                                                                                                                                                         
|This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 Form 10-K for FPL Group and FPL.



|FLORIDA POWER & LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                                                                     
|Net income                                                                                                                                                               
|Adjustments to reconcile net income to net cash provided by operating activities:                                                                                        
|Depreciation and amortization                                                                                                                                            
|Nuclear fuel amortization                                                                                                                                                
|Storm-related costs, net of insurance advances                                                                                                                           
|Amortization of storm reserve deficiency                                                                                                                                 
|Deferred income taxes and related regulatory credit                                                                                                                      
|Cost recovery clauses and franchise fees                                                                                                                                 
|Changes in operating assets and liabilities:                                                                                                                             
|Customer receivables                                                                                                                                                     
|Other receivables                                                                                                                                                        
|Material, supplies and fossil fuel inventory                                                                                                                             
|Other current assets                                                                                                                                                     
|Deferred pension cost                                                                                                                                                    
|Accounts payable                                                                                                                                                         
|Customers' deposits                                                                                                                                                      
|Margin cash deposits                                                                                                                                                     
|Income taxes                                                                                                                                                             
|Interest and other taxes                                                                                                                                                 
|Other current liabilities                                                                                                                                                
|Other liabilities                                                                                                                                                        
|Other - net                                                                                                                                                              
|                                                                                                                                                                         
|Net cash provided by operating activities                                                                                                                                
|                                                                                                                                                                         
|                                                                                                                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                                                     
|Capital expenditures                                                                                                                                                     
|Contributions to special use funds                                                                                                                                       
|Reimbursements from special use funds                                                                                                                                    
|Nuclear fuel purchases                                                                                                                                                   
|Other - net                                                                                                                                                              
|                                                                                                                                                                         
|Net cash used in investing activities                                                                                                                                    
|                                                                                                                                                                         
|                                                                                                                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                                                     
|Issuances of long-term debt                                                                                                                                              
|Issuances of preferred stock                                                                                                                                             
|Retirements of preferred stock                                                                                                                                           
|Net change in short-term debt                                                                                                                                            
|Dividends                                                                                                                                                                
|                                                                                                                                                                         
|Net cash used in financing activities                                                                                                                                    
|                                                                                                                                                                         
|                                                                                                                                                                         
|Net increase in cash and cash equivalents                                                                                                                                
|Cash and cash equivalents at beginning of period                                                                                                                         
|                                                                                                                                                                         
|Cash and cash equivalents at end of period                                                                                                                               
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|                                                                                                                                                                         
|This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2004 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 2004 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.  All share information and per share amounts reflect the effect of the two-for-one stock split of FPL Group's common stock effective March 15, 2005 (2005 stock split).  Certain other 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 generally will not give a true indication of results for the year.



Employee Benefit Plans and Other Postretirement Plan- FPL Group sponsors a qualified noncontributory defined benefit pension plan for substantially all employees of FPL Group and its subsidiaries.  FPL Group also has a non-qualified supplemental defined benefit pension plan that provides benefits to higher-level employees.  See Supplemental Retirement Plan below.  In addition to pension benefits, FPL Group sponsors a substantially contributory postretirement plan for health care and life insurance benefits (other benefits) for retirees of FPL Group and its subsidiaries meeting certain eligibility requirements.

The following table provides the components of net periodic benefit (income) cost for the plans:

|                                                | Pension Benefits                 |     | Other Benefits                  |   | Pension Benefits |   | Other Benefits |   
|----------------------------------------------- | -------------------------------- | --- | ------------------------------- | - | ---------------- | - | -------------- | --
|                                                |                                  |     |                                 |   |                  |   |                |   
|                                                | Three Months
Ended September 30, |     | Nine Months
Ended September 30, |  
|                                                |                                  |     |                                 |  
|                                                | 2005                             |     | 2004                            |   | 2005             |   | 2004           |   
|                                                |                                  |     |                                 |   |                  |   |                |   
|                                                | (millions)                       |    
|                                                |                                  |     |                                 |   |                  |   |                |   
|Service cost                                    | $                                | 13  |                                 | $ | 13               |   | $              | 2 
|Interest cost                                   |                                  | 22  |                                 |   | 21               |   |                | 6 
|Expected return on plan assets                  |                                  | (53 | )                               |   | (52              | ) |                | (1
|Amortization of transition (asset) obligation   |                                  | -   |                                 |   | (6               | ) |                | 1 
|Amortization of prior service benefit           |                                  | (1  | )                               |   | (1               | ) |                | - 
|Amortization of (gains) losses                  |                                  | (4  | )                               |   | (5               | ) |                | 1 
|                                                |                                  |     |                                 |   |                  |   |                |   
|Net periodic benefit (income) cost at FPL Group | $                                | (23 | )                               | $ | (30              | ) | $              | 9 
|                                                |                                  |     |                                 |   |                  |   |                |   
|Net periodic benefit (income) cost at FPL       | $                                | (18 | )                               | $ | (24              | ) | $              | 8 
|                                                |                                  |     |                                 |   |                  |   |                |   

During the nine months ended September 30, 2005, FPL Group contributed approximately $14 million to the other benefits plan, with a total contribution of approximately $21 million anticipated in calendar year 2005.

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act) was signed into law.  The Medicare Act introduces a voluntary prescription drug benefit under Medicare (Part D), starting in 2006, as well as a federal subsidy to sponsors of retiree health care plans that provide at least an actuarially equivalent prescription drug benefit.  As a result of the Medicare Act, in May 2004, the Financial Accounting Standards Board (FASB) issued Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003."  Under Staff Position FAS 106-2, benefit obligations are required to be remeasured and reported as an actuarial gain if enactment of the Medicare Act is determined to be a "significant event" pursuant to the provisions of Financial Accounting Standards No. (FAS) 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions."  FPL Group considered the effects of the Medicare Act on a subset of the retiree population that FPL Group believed was certain to meet the Centers for Medicare and Medicaid Services (CMS) actuarial equivalence definition, when established, and determined that those effects were not a significant event.  Therefore, the accumulated benefit obligation for the other benefits was remeasured at the scheduled September 30, 2004 measurement date to reflect the effects of the Medicare Act on this subset of the retiree population.  This resulted in a reduction to accumulated benefit obligation of approximately $10 million.  No effect from the Medicare Act is in the accumulated benefits obligation at September 30, 2004 for the remaining population.  Subsequently, in January 2005 and April 2005, the CMS issued regulations that defined actuarial equivalency.  FPL Group considered the effects of the regulations on the remaining population and determined that those effects were not a significant event.  Consequently, a remeasurement of the other benefits obligation will be performed based on the September 30, 2005 measurement date.

Supplemental Retirement Plan- FPL Group has a non-qualified supplemental defined benefit pension plan that provides benefits to higher-level employees.  The cost of this plan is included in the determination of net periodic benefit income for pension benefits in the preceding table and, for FPL Group, amounted to approximately $1 million and $1 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $2 million and $2 million for the nine months ended September 30, 2005 and 2004, respectively.



Derivative instruments, when required to be marked to market under FAS 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, are recorded on FPL Group's and FPL's condensed consolidated balance sheets as either an asset or liability (in derivative assets, other assets, derivative liabilities and other liabilities) measured at fair value.  FPL Group and FPL use derivative instruments (primarily forward purchases and sales, swaps, options and futures) to manage the commodity price risk inherent in the purchase and sale of fuel and electricity, as well as interest rate risk associated with long-term debt.  In addition, FPL Group uses derivatives to optimize the value of power generation assets.  At FPL, substantially all changes in fair value are deferred as a regulatory asset or liability until the contracts are settled.  Upon settlement, any gains or losses are passed through the fuel and purchased power cost recovery clause (fuel clause) and the capacity cost recovery clause (capacity clause).  For FPL Group's non-rate regulated operations, predominantly FPL Energy, essentially all changes in the derivatives' fair value for power purchases and sales and trading activities are recognized on a net basis in operating revenues; fuel purchases and sales are recognized net in fuel, purchased power and interchange expense; and the equity method investees' related activity is recognized in equity in earnings of equity method investees in FPL Group's condensed consolidated statements of income unless hedge accounting is applied.  For the three and nine months ended September 30, 2005, the ineffective portion of net unrealized losses on cash flow hedges totaled $15 million and $25 million, respectively, compared to $1 million and $7 million for the three and nine months ended September 30, 2004, respectively.  These losses are included within the line items in the statements of income to which they relate.

FPL Group's unrealized mark-to-market gains (losses) on derivative transactions reflected in the condensed consolidated statements of income for consolidated subsidiaries and equity method investees are as follows:



|                          | Three Months Ended 
September 30, |      | Nine Months Ended 
September 30, |  
|------------------------- | --------------------------------- | ---- | -------------------------------- | -
|                          |                                   |      |                                  |  
|                          | 2005                              |      | 2004                             |  
|                          |                                   |      |                                  |  
|                          | (millions)                        |     
|                          |                                   |      |                                  |  
|Consolidated subsidiaries | $                                 | (113 | )                                | $
|Equity method investees   | $                                 | 10   |                                  | $



FPL Group's comprehensive income is as follows:

|                                                                 | Three Months Ended
September 30, |     
|---------------------------------------------------------------- | -------------------------------- | ----
|                                                                 |                                  |     
|                                                                 | 2005                             |     
|                                                                 |                                  |     
|                                                                 | (millions)                       |     
|                                                                 |                                  |     
|Net income of FPL Group                                          | $                                | 339 
|Net unrealized gains (losses) on commodity cash flow hedges:     |                                  |     
|Effective portion of net unrealized losses                       |                                  |     
|(net of $83 and $14 tax benefit, respectively)                   |                                  | (121
|Reclassification from other comprehensive income (OCI) to        |                                  |     
|net income (net of $10 and $0.4 tax expense, respectively)       |                                  | 15  
|Net unrealized gains (losses) on interest rate cash flow hedges: |                                  |     
|Effective portion of net unrealized gains (losses)               |                                  |     
|(net of $2 tax expense and $4 tax benefit, respectively)         |                                  | 3   
|Reclassification from OCI to net income                          |                                  |     
|(net of $2 tax expense in 2004)                                  |                                  | -   
|Supplemental retirement plan liability adjustment                |                                  |     
|(net of $1 tax expense in 2005)                                  |                                  | 3   
|                                                                 |                                  |     
|Comprehensive income of FPL Group                                | $                                | 239 
|                                                                 |                                  |     



|                                                                 | Nine Months Ended
September 30, |     
|---------------------------------------------------------------- | ------------------------------- | ----
|                                                                 |                                 |     
|                                                                 | 2005                            |     
|                                                                 |                                 |     
|                                                                 | (millions)                      |     
|                                                                 |                                 |     
|Net income of FPL Group                                          | $                               | 679 
|Net unrealized gains (losses) on commodity cash flow hedges:     |                                 |     
|Effective portion of net unrealized losses                       |                                 |     
|(net of $138 and $35 tax benefit, respectively)                  |                                 | (203
|Reclassification from OCI to net income                          |                                 |     
|(net of $21 tax expense and $0.5 tax benefit, respectively)      |                                 | 31  
|Net unrealized gains (losses) on interest rate cash flow hedges: |                                 |     
|Effective portion of net unrealized gains (losses)               |                                 |     
|(net of $2 tax expense and $4 tax benefit, respectively)         |                                 | 3   
|Reclassification from OCI to net income                          |                                 |     
|(net of $1 and $5 tax expense, respectively)                     |                                 | 2   
|Net unrealized losses on available for sale securities           |                                 |     
|(net of $2 and $0.4 tax benefit, respectively)                   |                                 | (3  
|Supplemental retirement plan liability adjustment                |                                 |     
|(net of $1 tax expense in 2005)                                  |                                 | 3   
|                                                                 |                                 |     
|Comprehensive income of FPL Group                                | $                               | 512 
|                                                                 |                                 |     

At September 30, 2005, FPL Group had cash flow hedges with expiration dates through December 2010 for energy commodity derivative instruments and interest rate cash flow hedges with expiration dates through December 2017.  Approximately $87 million of losses included in FPL Group's accumulated other comprehensive loss at September 30, 2005 will be reclassified into earnings within the next twelve months as either the hedged fuel is consumed, electricity is sold or interest payments are made.  Such amount assumes no change in fuel prices, power prices or interest rates.  Accumulated other comprehensive loss is separately displayed on the condensed consolidated balance sheets of FPL Group.



The reconciliation of FPL Group's basic and diluted earnings per share of common stock is shown below:

|                                                    | Three Months Ended 
September 30,                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | Nine Months Ended 
September 30, |  
|--------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | -------------------------------- | -
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|                                                    | 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       | 2004                             |  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|                                                    | (millions, except per share amounts)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |      
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|Numerator - net income                              | $                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 339   |                                  | $
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|Denominator:                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|Weighted-average number of common shares            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|outstanding - basic                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 383.8 |                                  |  
|Restricted stock, performance share and shareholder |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|value awards, options, warrants and equity units(a) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 6.0   |                                  |  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|Weighted-average number of common shares            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|outstanding - assuming dilution                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 389.8 |                                  |  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|Earnings per share of common stock:                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       |                                  |  
|Basic                                               | $                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 0.88  |                                  | $
|Assuming dilution                                   | $                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 0.87  |                                  | $
|_____________________                              
|(a)                                                 | Performance share awards and shareholder value awards are included in diluted weighted-average number of common shares outstanding based upon what would be issued if the end of the reporting period were the end of the term of the award.  Restricted stock, performance share awards, shareholder value awards, options, warrants and equity units (known as Corporate Units) are included in diluted weighted-average number of common shares outstanding by applying the treasury stock method.

Common shares issuable upon the exercise of stock options and common shares related to the achievement of certain performance criteria, which were not included in the denominator above due to their antidilutive effect, were less than 0.1 million for each of the three and nine months ended September 30, 2005 and approximately 0.8 million for each of the three and nine months ended September 30, 2004.



FPL entered into a power purchase agreement (PPA) with a 330 megawatt (mw) coal-fired cogeneration facility (the facility) in 1995 to purchase substantially all of the facility's electrical output through 2025.  The facility is considered a qualifying facility as defined by PURPA, which requires FPL to purchase the electricity output of the facility.  At December 31, 2004, FPL determined that (a) the facility was a variable interest entity (VIE) and (b) the PPA represented a variable interest in the facility.  However, FPL determined that it was not the facility's primary beneficiary.  During the first quarter of 2005, a change in ownership of the facility occurred, triggering the need to reevaluate whether FPL is the facility's primary beneficiary.  After making exhaustive efforts, FPL was unable to obtain the information necessary to perform this reevaluation.  The PPA with the facility contains no provisions which legally obligate the facility to release this information to FPL.  During the three and nine months ended September 30, 2005, FPL purchased 671,944 megawatt hours (mwh) and 1,767,079 mwh, respectively, from the facility at a total cost of approximately $51 million and $142 million, respectively.  This compared to 583,903 mwh and 1,745,126 mwh at a total cost of approximately $46 million and $136 million for the three and nine months ended September 30, 2004, respectively.  Additionally, the PPA does not expose FPL to losses since the energy payments made by FPL to the facility are passed on to FPL's customers through the fuel clause as approved by the FPSC.  FPL will continue to make exhaustive efforts to obtain the necessary information from the facility in order to determine if FPL is the facility's primary beneficiary.



2005 Rate Agreement - In August 2005, FPL and all of the intervenors in its rate case filing signed a stipulation and settlement agreement regarding FPL's retail base rates, which was subsequently approved by the FPSC (2005 rate agreement).  The 2005 rate agreement will be in effect through December 31, 2009, and thereafter shall remain in effect until terminated on the date new retail base rates become effective pursuant to an FPSC order.

The 2005 rate agreement provides that retail base rates will not increase during the term of the agreement except to allow recovery of the revenue requirements of any power plant approved pursuant to the Florida Power Plant Siting Act that achieves commercial operation during the term of the 2005 rate agreement.  The 2005 rate agreement also continues the revenue sharing mechanism in FPL's current rate agreement, whereby revenues from retail base operations in excess of certain thresholds will be shared with customers on the basis of two-thirds refunded to customers and one-third retained by FPL.  Revenues from retail base operations in excess of a second, higher threshold (cap) will be refunded 100% to customers.  The revenue sharing threshold and cap for 2006 will be established by using the 2005 revenue sharing threshold and cap of $3,880 million and $4,040 million, respectively, increased by the average annual growth rate in retail kilowatt-hour sales for the ten year period ending December 31, 2005, which is expected to be approximately 2.9% to 3.1%.

Under the terms of the 2005 rate agreement: (i) FPL's electric property depreciation rates will be based upon the comprehensive depreciation studies it filed with the FPSC in March 2005; however, FPL may reduce depreciation by up to $125 million annually, (ii) FPL suspended contributions of approximately $79 million per year to its nuclear decommissioning fund beginning in September 2005, (iii) FPL will suspend contributions of $20.3 million per year to its storm and property insurance reserve beginning in January 2006 and will have the ability to recover prudently incurred storm restoration costs, either through securitization pursuant to Section 366.8260 of the Florida Statutes or through surcharges, and (iv) FPL will be allowed to recover through a cost recovery clause prudently incurred incremental costs associated with complying with an FPSC or FERC order regarding a regional transmission organization, such as GridFlorida LLC.

FPL will not have an authorized regulatory ROE under the 2005 rate agreement for the purpose of addressing earnings levels. For all other regulatory purposes, FPL will have an ROE of 11.75%.  The revenue sharing mechanism described above will be the appropriate and exclusive mechanism to address earnings levels.  However, if FPL's regulatory ROE, as reported to the FPSC in FPL's monthly earnings surveillance report, falls below 10% during the term of the 2005 rate agreement, FPL may petition the FPSC to amend its base rates.

Storm Reserve Deficiency - The storm reserve deficiency represents storm restoration costs incurred by FPL that exceeded the amounts in the storm and property insurance reserve.  The storm restoration costs were associated with hurricanes that affected FPL's service territory in 2004 and 2005.  At September 30, 2005 and December 31, 2004, FPL's storm reserve deficiency totaled approximately $517 million and $536 million, respectively, a portion of which is included in current assets.

The storm reserve deficiency associated with the 2004 hurricanes, plus interest, is being recovered primarily through a storm damage surcharge applied to retail customer bills over a 36-month period beginning in February 2005, and totaled approximately $337 million at September 30, 2005.  During the three and nine months ended September 30, 2005, FPL billed to customers approximately $56 million and $119 million, respectively, through the storm damage surcharge.  The remaining balance of the storm reserve deficiency primarily relates to the storm restoration costs associated with Hurricanes Dennis, Katrina and Rita that struck FPL's service territory in the third quarter of 2005.

In addition, Hurricane Wilma, which passed through southern and central Florida on October 24, 2005, caused extensive damage particularly in the southeast portion of FPL's service territory.  Damage to FPL property was primarily to the transmission and distribution systems.  Several of FPL's generating facilities in the area were also affected; however, all of these units have returned to service.  Approximately 3.2 million FPL customer accounts were without electrical service immediately after the hurricane struck.  Fewer than 0.5 million remain without power as of November 3, 2005.  FPL expects to restore electrical service to substantially all customers capable of receiving service by November 13, 2005.  FPL is currently unable to estimate the cost of repairing the damage to its facilities and restoring service to the affected customers as a result of Hurricane Wilma; however, based on prior experience, FPL expects storm restoration costs to be in excess of $500 million.

FPL intends to seek recovery of its 2005 hurricane costs in accordance with the 2005 rate agreement; however, FPL has not yet decided whether it will do so through securitization pursuant to Section 366.8260 of the Florida Statutes or through a surcharge.  The FPSC has the right to review FPL's 2005 storm charges for prudence, and has the authority to determine the manner and timing of recovery.



FPL Group's effective tax rate for the three months ended September 30, 2005 and 2004 was approximately 31.1% and 30.9%, respectively.  The reduction from the statutory rate mainly reflects the benefit of production tax credits (PTCs) of approximately $31 million and $24 million, respectively, related to FPL Energy's wind projects.  The corresponding rates and amounts for the nine months ended September 30, 2005 and 2004 were approximately 25.2% and 27.1%, respectively, and approximately $94 million and $83 million, respectively.

FPL Group recognizes PTCs as wind energy is generated based on a per kilowatt-hour rate prescribed in applicable federal and state statutes, which may differ significantly from amounts computed, on a quarterly basis, using an overall effective tax rate anticipated for the full year.  FPL Group utilizes this method of recognizing PTCs for specific reasons including that they are an integral part of the financial viability of most wind projects and a fundamental component of such wind projects' results of operations.



Common Stock - On June 17, 2005, in connection with the acquisition of Gexa, a retail electric provider in Texas, FPL Group issued approximately 1.7 million shares of common stock.  In addition, options and warrants to purchase Gexa common stock were converted into options and warrants to purchase FPL Group common stock resulting in up to an additional 0.6 million shares of FPL Group common stock issuable at the time these options and warrants are exercised.  The acquisition was accounted for using the purchase method of accounting and at September 30, 2005, after certain purchase price allocation adjustments were made during the third quarter of 2005, approximately $75 million of goodwill was included in other assets on FPL Group's condensed consolidated balance sheets.  In accordance with FAS 142, "Goodwill and Other Intangible Assets," goodwill will be assessed for impairment at least annually by applying a fair value based test.

Long-term Debt - In February 2005, subsidiaries of FPL Energy sold $365 million of 5.608% limited-recourse senior secured bonds maturing in March 2024 and $100 million of 6.125% limited-recourse senior secured bonds maturing in March 2019.  Semi-annual principal payments commenced in September 2005.  The majority of the proceeds were used to return to FPL Energy a portion of the investment it made in the development, acquisition and/or construction of nine wind power projects.  FPL Group Capital has guaranteed certain obligations under the debt agreements.

In February 2002, FPL Group sold a total of 11.5 million publicly-traded equity units known as Corporate Units and, in connection with that financing, FPL Group Capital issued $575 million principal amount of 4.75% debentures due February 16, 2007.  During 2004, FPL Group Capital remarketed $554 million of these debentures and the annual interest rate on all the debentures was reset to 4.086%.  Payment of FPL Group Capital debentures is absolutely, irrevocably and unconditionally guaranteed by FPL Group.  Each Corporate Unit initially consisted of a $50 FPL Group Capital debenture and a purchase contract pursuant to which the holder agreed to purchase $50 of FPL Group common shares on or before February 16, 2005, and FPL Group agreed to make payments of 3.75% of the unit's $50 stated value until the shares were purchased.  On February 16, 2005, FPL Group received approximately $575 million in settlement of these purchase contracts and issued 18,540,180 shares of FPL Group common stock.

In February 2005, in accordance with its variable rate construction term facility agreement, an FPL Energy subsidiary entered into an interest rate swap to receive London InterBank Offered Rate (LIBOR) and pay a fixed rate of 4.255% to hedge specified notional amounts ranging from approximately $4 million to $6 million through November 2007 and approximately $163 million to $173 million from November 2007 until the related debt matures in June 2008.

In June 2005, FPL issued $300 million principal amount of 4.95% first mortgage bonds maturing in June 2035.  The proceeds were used to repay a portion of FPL's short-term borrowings and for other corporate purposes.

In September 2005, FPL issued $300 million principal amount of 5.40% first mortgage bonds maturing in September 2035.  The proceeds were used to fund the construction of additional electric facilities and for other corporate purposes.

Preferred Stock - In January 2005, FPL redeemed all 250,000 shares of its $100 par value 4 1/2% (Series A and Series V) preferred stock outstanding at December 31, 2004.



In March 2005, the FASB issued FASB Interpretation No. (FIN) 47, "Accounting for Conditional Asset Retirement Obligations," an interpretation of FAS 143, "Accounting for Asset Retirement Obligations."  The interpretation addresses diverse practices which have developed with respect to the recognition of asset retirement obligations when the timing and/or method of settlement of an obligation are conditional on a future event.  It requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated.  This guidance must be implemented by December 31, 2005 and the cumulative effect of initially applying the interpretation, if any, would be recorded as a change in accounting principle.  FPL Group and FPL are in the process of evaluating the impact of implementing FIN 47 and are currently unable to estimate the effect on their respective financial statements.



Commitments - FPL Group and its subsidiaries have made commitments in connection with a portion of their projected capital expenditures.  Capital expenditures at FPL include, among other things, the cost for construction or acquisition of additional facilities and equipment to meet customer demand, as well as capital improvements to and maintenance of existing facilities.  At FPL Energy, capital expenditures include, among other things, the cost, including capitalized interest, for construction of wind projects and the procurement of nuclear fuel, as well as announced acquisitions.  FPL FiberNet, LLC's (FPL FiberNet) capital expenditures primarily include costs to meet customer specific requirements and sustain its fiber-optic network.  At September 30, 2005, planned capital expenditures for the remainder of 2005 through 2009 are estimated to be as follows:

|                              | 2005                                                                                                                                                                                                                                                                                                                                                                                |     | 2006 |   | 2007  |     | 2008 |       | 2009 |   | Total | 
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ---- | - | ----- | --- | ---- | ----- | ---- | - | ----- | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|FPL:                          | (millions)                                                                                                                                                                                                                                                                                                                                                                          |    
|Generation:(a)                |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|New(b)                        | $                                                                                                                                                                                                                                                                                                                                                                                   | 130 |      | $ | 245   |     | $    | 525   |      | $ | 280   | 
|Existing                      |                                                                                                                                                                                                                                                                                                                                                                                     | 235 |      |   | 460   |     |      | 480   |      |   | 325   | 
|Transmission and distribution |                                                                                                                                                                                                                                                                                                                                                                                     | 200 |      |   | 715   |     |      | 740   |      |   | 715   | 
|Nuclear fuel                  |                                                                                                                                                                                                                                                                                                                                                                                     | 5   |      |   | 100   |     |      | 110   |      |   | 75    | 
|General and other             |                                                                                                                                                                                                                                                                                                                                                                                     | 70  |      |   | 135   |     |      | 165   |      |   | 160   | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|Total                         | $                                                                                                                                                                                                                                                                                                                                                                                   | 640 |      | $ | 1,655 |     | $    | 2,020 |      | $ | 1,555 | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|FPL Energy:                   |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|Wind(c)                       | $                                                                                                                                                                                                                                                                                                                                                                                   | 175 |      | $ | 995   |     | $    | 930   |      | $ | 5     | 
|Gas                           |                                                                                                                                                                                                                                                                                                                                                                                     | 15  |      |   | 15    |     |      | 15    |      |   | 15    | 
|Nuclear fuel and other        |                                                                                                                                                                                                                                                                                                                                                                                     | 10  |      |   | 515   | (d) |      | 95    |      |   | 50    | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|Total                         | $                                                                                                                                                                                                                                                                                                                                                                                   | 200 |      | $ | 1,525 |     | $    | 1,040 |      | $ | 70    | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|FPL FiberNet                  | $                                                                                                                                                                                                                                                                                                                                                                                   | 4   |      | $ | 11    |     | $    | 11    |      | $ | 11    | 
|                              |                                                                                                                                                                                                                                                                                                                                                                                     |     |      |   |       |     |      |       |      |   |       | 
|_____________________        
|(a)                           | Includes allowance for funds used during construction (AFUDC) of approximately $7 million, $40 million, $46 million, $42 million and $22 million in 2005, 2006, 2007, 2008 and 2009, respectively.                                                                                                                                                                                 
|(b)                           | Includes generating structures, transmission interconnection and integration, licensing and AFUDC.                                                                                                                                                                                                                                                                                 
|(c)                           | FPL Energy's capital expenditures for new wind projects are estimated through 2007, and include expenditures associated with approximately 140 mw of wind generation under construction and expected to be in operation by the end of 2005 or early 2006, as well as expenditures for a combined total of 1,250 to 1,500 mw of expected wind generation additions in 2006 and 2007.
|(d)                           | Includes amounts associated with the pending acquisition of a 70% interest in the Duane Arnold Energy Center, a nuclear power plant in Iowa.                                                                                                                                                                                                                                       

In addition to estimated capital expenditures listed above, FPL and FPL Energy have long-term contracts related to purchased power and/or fuel (see Contracts below).  At September 30, 2005, FPL Energy had approximately $1.9 billion in firm commitments primarily for natural gas transportation, supply and storage, firm transmission service, nuclear fuel and a portion of its capital expenditures, including the pending acquisition of a 70% interest in the Duane Arnold Energy Center for approximately $387 million.  This acquisition is subject to, among other things, the receipt of approvals from various federal and state regulatory agencies and is expected to close by the first quarter of 2006.  In addition, FPL Group has guaranteed certain payment obligations of FPL Group Capital, including most payment obligations under FPL Group Capital's debt.













|                                                     | 2005                                                                                                                                                                                                                                                                                                                                                       |       | 2006 |   | 2007  |  | 2008 |     | 2009 |   | Thereafter
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---- | - | ----- |  | ---- | --- | ---- | - | ----------
|                                                     |                                                                                                                                                                                                                                                                                                                                                            |       |      |   |       |  |      |     |      |   |           
|FPL                                                  | (millions)                                                                                                                                                                                                                                                                                                                                                
|Capacity payments:(a)                                |                                                                                                                                                                                                                                                                                                                                                            |       |      |   |       |  |      |     |      |   |           
|JEA and Southern subsidiaries(b)                     | $                                                                                                                                                                                                                                                                                                                                                          | 50    |      | $ | 190   |  | $    | 200 |      | $ | 200       
|Qualifying facilities(b)                             | $                                                                                                                                                                                                                                                                                                                                                          | 90    |      | $ | 310   |  | $    | 320 |      | $ | 320       
|Other electricity suppliers(b)                       | $                                                                                                                                                                                                                                                                                                                                                          | 10    |      | $ | 70    |  | $    | 45  |      | $ | 30        
|Minimum payments, at projected prices:               |                                                                                                                                                                                                                                                                                                                                                            |       |      |   |       |  |      |     |      |   |           
|Southern subsidiaries - energy(b)                    | $                                                                                                                                                                                                                                                                                                                                                          | 20    |      | $ | 60    |  | $    | 60  |      | $ | 60        
|Natural gas, including transportation and storage(c) | $                                                                                                                                                                                                                                                                                                                                                          | 1,045 |      | $ | 1,455 |  | $    | 300 |      | $ | 255       
|Coal, including transportation(c)                    | $                                                                                                                                                                                                                                                                                                                                                          | 10    |      | $ | 40    |  | $    | 30  |      | $ | 20        
|Oil(c)                                               | $                                                                                                                                                                                                                                                                                                                                                          | 315   |      | $ | 610   |  | $    | -   |      | $ | -         
|                                                     |                                                                                                                                                                                                                                                                                                                                                            |       |      |   |       |  |      |     |      |   |           
|FPL Energy                                           | $                                                                                                                                                                                                                                                                                                                                                          | 155   |      | $ | 410   |  | $    | 55  |      | $ | 50        
|_____________________                               
|(a)                                                  | Capacity payments under these contracts, the majority of which are recoverable through the capacity clause, totaled approximately $170 million and $182 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $477 million and $509 million for the nine months ended September 30, 2005 and 2004, respectively.
|(b)                                                  | Energy payments under these contracts, which are recoverable through the fuel clause, totaled approximately $98 million and $99 million for the three months ended September 30, 2005 and 2004, respectively, and approximately $277 million and $271 million for the nine months ended September 30, 2005 and 2004, respectively.                        
|(c)                                                  | Recoverable through the fuel clause.                                                                                                                                                                                                                                                                                                                      

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 insurance available from both private sources and an industry retrospective payment plan.  In accordance with this act, FPL Group maintains $300 million of private liability insurance per site, which is the maximum obtainable, and participates in a secondary financial protection system under which it is subject to retrospective assessments of up to $503 million ($402 million for FPL), plus any applicable taxes, per incident at any nuclear reactor in the United States, payable at a rate not to exceed $75 million ($60 million for FPL) per incident per year.  FPL Group and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook and St. Lucie Unit No. 2, which approximates $12 million and $15 million, plus any applicable taxes, per incident, respectively.

FPL Group participates in nuclear insurance mutual companies that provide $2.75 billion of limited insurance coverage per occurrence per site 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 Group also participates in an insurance program that provides limited coverage for replacement power costs if a nuclear plant is out of service for an extended period of time because of an accident.  In the event of an accident at one of FPL Group's or another participating insured's nuclear plants, FPL Group could be assessed up to $112 million ($89 million for FPL) in retrospective premiums.  FPL Group and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook and St. Lucie Unit No. 2, which approximates $2 million and $3 million, respectively.

Due to the high cost and limited coverage available from third-party insurers, FPL has essentially no insurance coverage on its transmission and distribution property and FPL Group has no insurance coverage for FPL FiberNet's fiber-optic cable located throughout Florida.  Under the terms of the 2005 rate agreement, FPL may recover prudently incurred storm restoration costs either through securitization pursuant to Section 366.8260 of the Florida Statutes or through surcharges.  See Note 6.

In the event of a loss, the amount of insurance available might not be adequate to cover property damage and other expenses incurred.  Uninsured losses, to the extent not recovered from customers in the case of FPL, would be borne by FPL Group and FPL and could have a material adverse effect on FPL Group's and FPL's financial condition and results of operations.

Litigation - In 1999, the Attorney General of the United States, on behalf of the U.S. Environmental Protection Agency (EPA), brought an action against Georgia Power Company and other subsidiaries of The Southern Company for certain alleged violations of the Clean Air Act.  In May 2001, the EPA amended its complaint.  The amended complaint alleges, among other things, that Georgia Power Company constructed and is continuing to operate Scherer Unit No. 4, in which FPL owns a 76% interest, without obtaining proper permitting, and without complying with performance and technology standards as required by the Clean Air Act.  It also alleges that unspecified major modifications have been made at Scherer Unit No. 4 that require its compliance with the aforementioned Clean Air Act provisions.  The EPA seeks injunctive relief requiring the installation of best available control technology and civil penalties of up to $25,000 per day for each violation from an unspecified date after June 1, 1975 through January 30, 1997 and $27,500 per day for each violation thereafter.  The EPA further revised its civil penalty rule in February 2004, such that the maximum penalty is $32,500 per day for each violation after March 15, 2004.  Georgia Power Company has answered the amended complaint, asserting that it has complied with all requirements of the Clean Air Act, denying the plaintiff's allegations of liability, denying that the plaintiff is entitled to any of the relief that it seeks and raising various other defenses.  In June 2001, a federal district court stayed discovery and administratively closed the case pending resolution of the EPA's motion for consolidation of discovery in several Clean Air Act cases that was filed with a Multi-District Litigation (MDL) panel.  In August 2001, the MDL panel denied the motion for consolidation.  In September 2001, the EPA moved that the federal district court reopen this case for purposes of discovery.  Georgia Power Company opposed that motion asking that the case remain closed until the Eleventh Circuit Court of Appeals ruled on the Tennessee Valley Authority's (TVA) appeal of an EPA administrative compliance order relating to legal issues that are also central to this case.  In August 2002, the federal district court denied without prejudice the EPA's motion to reopen.  In June 2003, the Eleventh Circuit issued its order dismissing the TVA's appeal because it found the provision of the Clean Air Act allowing the EPA to issue binding administrative compliance orders was unconstitutional, and hence found that the TVA order was a non-final order that courts of appeal do not have jurisdiction to review.  In September 2003, the Eleventh Circuit denied the EPA's motion for rehearing.  In May 2004, the U.S. Supreme Court denied the EPA's petition for review of the Eleventh Circuit order.  The EPA has not yet moved to reopen the Georgia Power Company case.

In 2001, J. W. and Ernestine M. Thomas, Chester and Marie Jenkins (since substituted for by Hazel and Lamar Jenkins), and Ray Norman and Jack Teague, as Co-Personal Representatives on behalf of the Estate of Robert L. Johns, served FPL Group, FPL, FPL FiberNet, FPL Group Capital and FPL Investments, Inc. (FPL Investments) as defendants in a civil action filed in the Florida circuit court.  This action is purportedly on behalf of all property owners in Florida (excluding railroad and public rights of way) whose property is encumbered by easements in favor of FPL, and on whose property defendants have installed or intend to install fiber-optic cable which defendants currently lease, license or convey or intend to lease, license or convey for non-electric transmission or distribution purposes.  The lawsuit alleges that FPL's easements do not permit the installation and use of fiber-optic cable for general communication purposes.  The plaintiffs have asserted claims for unlawful detainer, unjust enrichment and constructive trust and seek injunctive relief and compensatory damages.  In May 2002, plaintiffs filed an amended complaint, adding allegations regarding the installation of wireless communications equipment on some easements, and adding a claim for declaratory relief.  Defendants filed an answer and affirmative defenses to the amended complaint in August 2002.  Motions for summary judgment by FPL Group, FPL Group Capital and FPL Investments have been granted, and they have been dismissed from this lawsuit.  In February 2004, the plaintiffs filed a motion for leave to file their third amended complaint adding four more plaintiffs and seeking leave to add a claim for punitive damages, and a hearing on this motion was held on April 29, 2005.  In July 2005, the parties executed a settlement agreement, subject to court approval, that would resolve all aspects of this case.  The settlement does not contain any admission of liability or wrongdoing by any of the FPL Group companies.  The court entered its order preliminarily approving the settlement and set the hearing for final approval in January 2006.

In 2001, Florida Municipal Power Agency (FMPA) filed with the U.S. Court of Appeals for the District of Columbia (DC Circuit) a petition for review asking the DC Circuit to reverse and remand orders of the FERC denying FMPA's request for credits for transmission facilities owned by FMPA members.  The transmission credits sought by FMPA would offset the transmission charges that FPL bills FMPA for network transmission service to FMPA's member cities.  FMPA member cities have been taking network transmission service under FPL's open access transmission tariff since 1996.  In the orders appealed by FMPA, FERC ruled that FMPA would be entitled to credits for any FMPA facilities that were "integrated" with the FPL transmission system.  Based on the evidence submitted, FERC concluded that none of the FMPA facilities met the integration test and, therefore, FMPA was not entitled to credits against FPL's charges for transmission service.  In January 2003, the DC Circuit upheld FERC's order denying FMPA credits for its facilities; in March 2003, the DC Circuit denied FMPA's rehearing request of the DC Circuit's decision; and in October 2003, the U.S. Supreme Court denied FMPA's petition for review of the DC Circuit's decision.

FMPA also has requested that FERC decide the same crediting issue in a separate FERC proceeding.  That proceeding dates back to a filing by FPL in 1993 of a comprehensive restructuring of its then-existing tariff structure.  All issues in that case were settled in September 2000 except for three issues reserved by FMPA:  (i) the crediting issue, (ii) treatment of behind-the-meter generation and load ratio pricing for network integration transmission service, and (iii) exclusions from FPL's transmission rates of the costs of FPL's facilities that failed to meet the same integration test that was applied to FMPA's facilities with respect to the crediting issue.  In December 2003, FERC issued an order addressing the three reserved issues.  With respect to the crediting issue, FERC stated that it had previously determined that FMPA was not entitled to credits for its facilities in the related proceeding discussed above and saw no persuasive reason to revisit that determination in this proceeding.  Regarding the issue of behind-the-meter generation, FERC stated that it had addressed the issue of load ratio pricing for network integration transmission service and the related issue of behind-the-meter generation in Order Nos. 888 and 888-A, and saw no persuasive reason to revisit that determination in this proceeding.  With respect to the third issue, FERC directed FPL to make a compliance filing of a proposed rate schedule that does not include those facilities of FPL that fail to meet the same integration test applied to the FMPA facilities.

In January 2004, FMPA requested a "conditional rehearing on the Commission's failure to order rate credits solely in the event that Commission does not adequately reduce FPL's rate base to achieve comparability," and challenging FERC's determination not to revisit the issue of behind-the-meter generation and load ratio pricing for network integration transmission service.  In March 2004, FERC issued an order denying FMPA's rehearing request.  In April 2004, FMPA petitioned the DC Circuit for review of FERC's December 2003 order and March 2004 order.  FMPA filed its initial brief in that proceeding on October 1, 2004.  FMPA's arguments are limited to the issue of behind-the-meter generation and load ratio pricing for network integration transmission service in instances when, according to FMPA, FPL cannot provide transmission service because of "physical transmission limitations."  In June 2005, the DC Circuit remanded the case to FERC for further consideration.  The DC Circuit concluded that FERC failed to explain in its orders why network customers should be charged by the transmission provider for network service that the provider is physically constrained from offering and why physical impossibility should not be recognized as an exception to the general rule against permitting partial load ratio pricing for network customers.  The DC Circuit noted that it was not reaching a determination on whether charging on a full load basis in fact is unjust and unreasonable under the circumstances, that it was not defining what constitutes physical impossibility, and that it was not determining whether FMPA made a showing of impossibility.  FPL estimates its exposure for refunds to FMPA on this issue to be approximately $2 million as of September 30, 2005, and a revenue reduction of approximately $0.2 million per year on a going-forward basis.

In May 2004, FPL made a compliance filing of a proposed rate schedule that does not include those facilities of FPL that fail to meet the same integration test that was applied to the FMPA facilities.  Pursuant to this filing, 1.63% of FPL's transmission facilities do not satisfy the integration standard and FPL's current network transmission rate would be reduced by $0.02 per kilowatt (kw) per month.  In June 2004, FMPA filed a protest to FPL's compliance filing, which protest would exclude approximately 30% of FPL's transmission facilities and reduce FPL's current network transmission rate by approximately $0.41 per kw per month.  On January 25, 2005, FERC issued an order on FPL's compliance filing.  In the order FERC accepted FPL's standards for analyzing the transmission system and agreed that FPL's "Georgia Ties" and "Turkey Point Lines" are part of FPL's integrated grid.  FERC required FPL to make an additional compliance filing removing the cost of all radial transmission lines from transmission rates, rather than only radial lines that serve one customer, analyzing the FPL transmission system to remove the cost of any transmission facilities that provide only "unneeded redundancy," and calculating rate adjustments using 1993 data rather than 1998 data.  On April 25, 2005, FPL made its further compliance filing reflecting a $0.04 per kw per month reduction in FPL's current network transmission rate, resulting in a refund obligation of approximately $3 million to FMPA at September 30, 2005.  Any reduction in FPL's network service rate would also apply effective January 1, 2004 to Seminole Electric Cooperative Inc. (Seminole), FPL's other network customer.  The refund obligation to Seminole at September 30, 2005 would be approximately $0.8 million.  In May 2005, FMPA protested FPL's further compliance filing, claiming that FPL had not followed FERC's mandate and argued that FPL's rates should be reduced by an additional $0.20 per kw per month, resulting in a refund obligation of approximately $18 million to FMPA and approximately $5 million to Seminole at September 30, 2005, and a revenue reduction totaling approximately $5 million per year on a going-forward basis.  FPL answered FMPA's protest filing in June 2005.  FMPA protested FPL's answer and FPL answered that protest in July 2005.  The matter is pending.

In 1995 and 1996, FPL Group, through an indirect subsidiary, purchased from Adelphia Communications Corporation (Adelphia) 1,091,524 shares of Adelphia common stock and 20,000 shares of Adelphia preferred stock (convertible into 2,358,490 shares of Adelphia common stock) for an aggregate price of approximately $35,900,000.  On January 29, 1999, Adelphia repurchased all of these shares for $149,213,130 in cash.  On June 24, 2004, Adelphia, Adelphia Cablevision, L.L.C. and the Official Committee of Unsecured Creditors of Adelphia filed a complaint against FPL Group and its indirect subsidiary in the U.S. Bankruptcy Court, Southern District of New York.  The complaint alleges that the repurchase of these shares by Adelphia was a fraudulent transfer, in that at the time of the transaction Adelphia (i) was insolvent or was rendered insolvent, (ii) did not receive reasonably equivalent value in exchange for the cash it paid, and (iii) was engaged or about to engage in a business or transaction for which any property remaining with Adelphia had unreasonably small capital.  The complaint seeks the recovery for the benefit of Adelphia's bankruptcy estate of the cash paid for the repurchased shares, plus interest.  FPL Group has filed an answer to the complaint and discovery has commenced.  FPL Group believes that the complaint is without merit because, among other reasons, Adelphia will be unable to demonstrate that (i) Adelphia's repurchase of shares from FPL Group, which repurchase was at the market value for those shares, was not for reasonably equivalent value, (ii) Adelphia was insolvent at the time of the repurchase, or (iii) the repurchase left Adelphia with unreasonably small capital.  The case has been set for trial in August 2007.

In 2003, Scott and Rebecca Finestone brought an action on behalf of themselves and their son Zachary Finestone in the U.S. District Court for the Southern District of Florida alleging that their son has developed cancer (neuroblastoma) as a result of the release and/or dissipation into the air, water, soil and underground areas of radioactive and non-radioactive hazardous materials, including strontium 90, and the release of other toxic materials from FPL's St. Lucie nuclear power plant.  The complaint includes counts against FPL for strict liability for allegedly engaging in an ultra-hazardous activity and for alleged negligence in operating the plant in a manner that allowed emissions of the foregoing materials and failing to limit its release of nuclear fission products as prescribed by federal and state laws and regulations.  The plaintiffs seek damages in excess of $1 million.  After initially denying FPL's motion to dismiss, the court, upon reconsideration, granted it with respect to plaintiffs' count for strict liability.  The court has also granted FPL's motion for a ruling that the only duty owed by FPL to the plaintiffs is established exclusively by federal regulations and not general negligence standards.  The plaintiffs subsequently filed an amended complaint on the same factual grounds, including a count against FPL for strict liability, which appeared identical in all material elements to the strict liability claim in plaintiffs' initial complaint, and counts against FPL for alleged negligence based on duties allegedly established by federal and state laws and regulations.  FPL again moved to dismiss the strict liability claim and moved to dismiss all negligence claims that are not based on the duty that the court has recognized governs this action.  The court granted FPL's motion.  FPL has answered the one count in the amended complaint that is based on that duty, denying any liability.  Plaintiffs had also moved to vacate or modify the court's order establishing the duty owed.  The court denied plaintiffs' motion.  Plaintiffs moved to amend their amended complaint to add as defendants the alleged manufacturers of the fuel rods and cladding purportedly utilized in the operation of the St. Lucie plant, and the motion was denied.   Discovery is proceeding.

In 2003, Tish Blake and John Lowe, as personal representatives of the Estate of Ashton Lowe, on behalf of the estate and themselves, as surviving parents, brought an action in the U.S. District Court for the Southern District of Florida alleging that their son developed cancer (medulo-blastoma) as a result of the release and/or dissipation into the air, water, soil and underground areas of radioactive and non-radioactive hazardous materials, including strontium 90, and the release of other toxic materials from FPL's St. Lucie nuclear power plant.  The allegations, counts and damages demanded in the complaint are virtually identical to those contained in the Finestone lawsuit described above.  As in the Finestone case, the court granted FPL's motion to dismiss the plaintiffs' count for strict liability.  Similarly, the court also granted FPL's motion for a ruling that the only duty owed by FPL to the plaintiffs is established exclusively by federal regulations and not general negligence standards.  The plaintiffs subsequently filed an amended complaint on the same factual grounds, including a count against FPL for strict liability, which appeared identical in all material elements to the strict liability claim in plaintiffs' initial complaint, and counts against FPL for alleged negligence based on duties allegedly established by federal and state laws and regulations.  FPL again moved to dismiss the strict liability claim and moved to dismiss all negligence claims that are not based on the duty that the court has recognized governs this action.  The court granted FPL's motion.  FPL has answered the one count in the amended complaint that is based on that duty, denying any liability.  Plaintiffs had also moved to vacate or modify the court's order establishing the duty owed.  The court denied plaintiffs' motion.  Plaintiffs moved to amend their amended complaint to add as defendants the alleged manufacturers of the fuel rods and cladding purportedly utilized in the operation of the St. Lucie plant, and the motion was denied.  Discovery is proceeding.

In 2003, Pedro C. and Emilia Roig brought an action on behalf of themselves and their son, Pedro Anthony Roig, in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida (the state court), which was removed in October 2003 to the U.S. District Court for the Southern District of Florida, against Aventis Pasteur and a number of other named and unnamed drug manufacturing and distribution companies and FPL, alleging that their son has suffered toxic neurological effects from mercury poisoning.  The sources of mercury exposure are alleged to be vaccines containing a preservative called thimerosal that were allegedly manufactured and distributed by the drug companies, mercury amalgam dental fillings, and emissions from FPL power plants in southeast Florida.  The complaint includes counts against all defendants for civil battery and against FPL for alleged negligence in operating the plants such that the son was exposed to mercury and other heavy metals emissions.  The damages demanded from FPL are for injuries and losses allegedly suffered by the son as a result of his exposure to the plants' mercury emissions and the parents' alleged pain and suffering, medical expenses, loss of wages, and loss of their son's services and companionship.  No amount of damages is specified.  The U.S. District Court remanded the action back to the state court.  The drug manufacturing and distribution companies have moved to dismiss the action.  Plaintiffs and FPL have agreed that FPL will not respond to the complaint until the state court rules on those motions.

In 2003, Edward and Janis Shiflett brought an action on behalf of themselves and their son, Phillip Benjamin Shiflett, in the Circuit Court of the 18th Judicial Circuit in and for Brevard County, Florida (the state court), which was removed in January 2004 to the U.S. District Court for the Middle District of Florida, against Aventis Pasteur and a number of other named and unnamed drug manufacturing and distribution companies, FPL and the Orlando Utilities Commission, alleging that their son has suffered toxic neurological effects from mercury poisoning.  The allegations, counts and damages demanded in the complaint with respect to FPL are virtually identical to those contained in the Roig lawsuit described above.  FPL's motion to dismiss the complaint was denied.  The U.S. District Court subsequently remanded the action back to the state court.  All parties anticipate that the drug manufacturing and distribution companies will move to dismiss the action.  Plaintiffs and FPL have agreed that FPL will not respond to the complaint until the state court rules on those motions.















|                      | Three Months Ended September 30,
|--------------------- | --------------------------------
|                      |                                 
|                      | 2005                            
|                      |                                 
|                      | FPL                             
|                      |                                 
|                      | (millions)                      
|                      |                                 
|Operating revenues    | $                               
|Operating expenses    | $                               
|Net income (loss) (c) | $                               

|                      | Nine Months Ended September 30,
|--------------------- | -------------------------------
|                      |                                
|                      | 2005                           
|                      |                                
|                      | FPL                            
|                      |                                
|                      | (millions)                     
|                      |                                
|Operating revenues    | $                              
|Operating expenses    | $                              
|Net income (loss) (c) | $                              

|                      | September 30, 2005                                                                                                                                                                                                                  |        | December 31, 2004
|--------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | -----------------
|                      |                                                                                                                                                                                                                                     |       
|                      | FPL                                                                                                                                                                                                                                 |        | FPL
Energy(b)    
|                      |                                                                                                                                                                                                                                     |        |                  
|                      | (millions)                                                                                                                                                                                                                         
|                      |                                                                                                                                                                                                                                     |        |                  
|Total assets          | $                                                                                                                                                                                                                                   | 23,199 |                  
|_____________________
|(a)                   | FPL Energy's interest charges are based on a deemed capital structure of 50% debt for operating projects and 100% debt for projects under construction.  Residual non-utility interest charges are included in Corporate and Other.
|(b)                   | Reflects financial results of Gexa since date of acquisition (June 17, 2005).                                                                                                                                                      
|(c)                   | See Note 7.  FPL Group's subsidiaries recognize income tax expense/benefits in accordance with their tax sharing agreement with FPL Group.                                                                                         







|                                | Three Months Ended September 30,
|------------------------------- | --------------------------------
|                                |                                 
|                                | 2005                            
|                                |                                 
|                                | FPL
Group                       
|                                |                                 
|                                | (millions)                      
|                                |                                 
|Operating revenues              | $                               
|Operating expenses              |                                 
|Interest charges                |                                 
|Other income (deductions) - net |                                 
|                                |                                 
|Income before income taxes      |                                 
|Income tax (benefit) expense    |                                 
|                                |                                 
|Net income (loss)               | $                               
|                                |                                 

|                                  |                                              
|--------------------------------- | ---------------------------------------------
|                                  | Nine Months Ended September 30,              
|                                  |                                              
|                                  | 2005                                         
|                                  |                                              
|                                  | FPL
Group                                    
|                                  |                                              
|                                  | (millions)                                   
|                                  |                                              
|Operating revenues                | $                                            
|Operating expenses                |                                              
|Interest charges                  |                                              
|Other income (deductions) - net   |                                              
|                                  |                                              
|Income (loss) before income taxes |                                              
|Income tax expense (benefit)      |                                              
|                                  |                                              
|Net income (loss)                 | $                                            
|                                  |                                              
|_____________________            
|(a)                               | Represents FPL and consolidating adjustments.

Condensed Consolidating Balance Sheets

|                                                     | September 30, 2005                            |       | December 31, 2004
|---------------------------------------------------- | --------------------------------------------- | ----- | -----------------
|                                                     |                                               |       |                  
|                                                     | FPL
Group                                     |       | FPL
Group
Capital
|                                                     |                                               |       |                  
|                                                     | (millions)                                   
|PROPERTY, PLANT AND EQUIPMENT                        |                                               |       |                  
|Electric utility plant in service and other property | $                                             | -     |                  
|Less accumulated depreciation and amortization       |                                               | -     |                  
|                                                     |                                               |       |                  
|Total property, plant and equipment - net            |                                               | -     |                  
|                                                     |                                               |       |                  
|CURRENT ASSETS                                       |                                               |       |                  
|Cash and cash equivalents                            |                                               | 5     |                  
|Receivables                                          |                                               | 11    |                  
|Other                                                |                                               | 136   |                  
|                                                     |                                               |       |                  
|Total current assets                                 |                                               | 152   |                  
|                                                     |                                               |       |                  
|OTHER ASSETS                                         |                                               |       |                  
|Investment in subsidiaries                           |                                               | 8,536 |                  
|Other                                                |                                               | 100   |                  
|                                                     |                                               |       |                  
|Total other assets                                   |                                               | 8,636 |                  
|                                                     |                                               |       |                  
|TOTAL ASSETS                                         | $                                             | 8,788 |                  
|                                                     |                                               |       |                  
|                                                     |                                               |       |                  
|CAPITALIZATION                                       |                                               |       |                  
|Common shareholders' equity                          | $                                             | 8,397 |                  
|Long-term debt                                       |                                               | -     |                  
|                                                     |                                               |       |                  
|Total capitalization                                 |                                               | 8,397 |                  
|                                                     |                                               |       |                  
|CURRENT LIABILITIES                                  |                                               |       |                  
|Accounts payable and short-term debt                 |                                               | -     |                  
|Other                                                |                                               | 124   |                  
|                                                     |                                               |       |                  
|Total current liabilities                            |                                               | 124   |                  
|                                                     |                                               |       |                  
|OTHER LIABILITIES AND DEFERRED CREDITS               |                                               |       |                  
|Asset retirement obligations                         |                                               | -     |                  
|Accumulated deferred income taxes                    |                                               | (5    | )                
|Regulatory liabilities                               |                                               | -     |                  
|Other                                                |                                               | 272   |                  
|                                                     |                                               |       |                  
|Total other liabilities and deferred credits         |                                               | 267   |                  
|                                                     |                                               |       |                  
|COMMITMENTS AND CONTINGENCIES                        |                                               |       |                  
|TOTAL CAPITALIZATION AND LIABILITIES                 | $                                             | 8,788 |                  
|                                                     |                                               |       |                  
|_____________________                               
|(a)                                                  | Represents FPL and consolidating adjustments. |      



Condensed Consolidating Statements of Cash Flows

|                                                     | Nine Months Ended September 30,              
|---------------------------------------------------- | ---------------------------------------------
|                                                     |                                              
|                                                     | 2005                                         
|                                                     |                                              
|                                                     | FPL
Group                                    
|                                                     |                                              
|                                                     | (millions)                                   
|NET CASH PROVIDED BY OPERATING ACTIVITIES            | $                                            
|                                                     |                                              
|                                                     |                                              
|CASH FLOWS FROM INVESTING ACTIVITIES                 |                                              
|Capital expenditures and independent power           |                                              
|investments                                          |                                              
|Sale of independent power investments                |                                              
|Loan repayments and capital distributions            |                                              
|from equity method investees                         |                                              
|Sale of Olympus note receivable                      |                                              
|Funding of secured loan                              |                                              
|Proceeds from termination of leveraged lease         |                                              
|Other -net                                           |                                              
|                                                     |                                              
|Net cash used in investing activities                |                                              
|                                                     |                                              
|                                                     |                                              
|CASH FLOWS FROM FINANCING ACTIVITIES                 |                                              
|Issuances of long-term debt                          |                                              
|Retirements of long-term debt                        |                                              
|Retirements of preferred stock                       |                                              
|Net change in short-term debt                        |                                              
|Issuances of common stock                            |                                              
|Dividends on common stock                            |                                              
|Other -net                                           |                                              
|                                                     |                                              
|Net cash provided by (used in) financing activities  |                                              
|                                                     |                                              
|                                                     |                                              
|Net increase (decrease) in cash and cash equivalents |                                              
|Cash and cash equivalents at beginning of period     |                                              
|                                                     |                                              
|Cash and cash equivalents at end of period           | $                                            
|                                                     |                                              
|_____________________                               
|(a)                                                  | Represents FPL and consolidating adjustments.



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













|                                                   | Three Months Ended 
September 30, |       | Nine Months Ended 
September 30, |  
|-------------------------------------------------- | --------------------------------- | ----- | -------------------------------- | -
|                                                   |                                   |       |                                  |  
|                                                   | 2005                              |       | 2004                             |  
|                                                   |                                   |       |                                  |  
|                                                   | (millions)                        |      
|                                                   |                                   |       |                                  |  
|Retail base revenues                               | $                                 | 1,139 |                                  | $
|Cost recovery clauses and other pass-through costs |                                   | 1,695 |                                  |  
|Other, primarily gas and wholesale sales           |                                   | 57    |                                  |  
|                                                   |                                   |       |                                  |  
|Total                                              | $                                 | 2,891 |                                  | $
|                                                   |                                   |       |                                  |  



The increase in retail base revenues for the nine months ended September 30, 2005 was primarily due to an increase in the number of customer accounts and an increase in usage per retail customer.  A 2.3% increase in the average number of customer accounts during the nine months ended September 30, 2005 increased revenues from retail base operations by approximately $62 million while the balance of the increase, or $60 million, was primarily due to a 2.0% increase in usage per retail customer.  The majority of the growth in usage was due to the effects of improved weather conditions including reduced impact of severe weather related to hurricanes as compared to the prior year.  Warmer weather during the three months ended September 30, 2005 more than offset the shortfall in revenues experienced by milder than normal weather conditions during the first two quarters of 2005.

In August 2005, FPL and all of the intervenors in its rate case filing signed a stipulation and settlement agreement regarding FPL's retail base rates, which was subsequently approved by the FPSC.  The 2005 rate agreement will be in effect through December 31, 2009, and thereafter shall remain in effect until terminated on the date new retail base rates become effective pursuant to an FPSC order.  The 2005 rate agreement provides that retail base rates will not increase during the term of the agreement except to allow recovery of the revenue requirements of any power plant approved pursuant to the Florida Power Plant Siting Act that achieves commercial operation during the term of the 2005 rate agreement.  The 2005 rate agreement also continues the revenue sharing mechanism in FPL's current rate agreement, whereby revenues from retail base operations in excess of certain thresholds will be shared with customers on the basis of two-thirds refunded to customers and one-third retained by FPL.  Revenues from retail base operations in excess of a second, higher threshold will be refunded 100% to customers.  See further discussion in Note 6 - 2005 Rate Agreement.

Revenues from cost recovery clauses and other pass-through costs, such as franchise fees and revenue taxes, do not significantly affect net income; however, under- or over-recovery of such costs can significantly affect FPL Group's and FPL's operating cash flows.  Fluctuations in these revenues, as well as in fuel, purchased power and interchange expense are primarily driven by changes in energy sales, fuel prices and capacity charges.  In February 2005, FPL began recovering 2004 storm restoration costs from retail customers.  The amounts billed to customers related to these storm restoration cost recoveries, which amounted to $56 million and $119 million for the three and nine months ended September 30, 2005, respectively, are included in the cost recovery clauses and other pass-through costs caption above; the corresponding expense for the amortization of the storm reserve deficiency is shown as a separate line on the condensed consolidated statements of income.  For further discussion, see Note 6 - Storm Reserve Deficiency.  In addition to these revenues, revenues from cost recovery clauses and other pass-through costs increased as a result of additional fuel clause revenues due to an increase of approximately 6% in the fuel clause recovery factor effective January 1, 2005 in response to higher fuel prices.  The effect of higher fuel prices also resulted in a $552 million increase in deferred fuel expenses which is included in deferred clause and franchise expenses (current and noncurrent, collectively) on FPL Group's and FPL's condensed consolidated balance sheets at September 30, 2005, and negatively affected FPL Group's and FPL's cash flows from operations for the nine months ended September 30, 2005.

FPL's O&M expenses for the three and nine months ended September 30, 2005 increased primarily due to higher employee benefits expenses, nuclear maintenance costs and property and liability insurance costs.  Increased employee benefit expenses are primarily associated with the absence of a pension transition credit that was fully amortized by the end of 2004 and higher employee costs.  Management expects to see a continued upward trend in nuclear and fossil maintenance and employee benefit expenses for the remainder of 2005.  In conjunction with an NRC order, FPL has performed visual and volumetric inspections of its nuclear units' reactor vessel heads during their scheduled refueling outages since October 2002.  The inspections at St. Lucie Unit No. 2 revealed control rod drive mechanism (CRDM) nozzles with cracks, which were repaired during the outages in 2003 and in January 2005.  It is anticipated that additional CRDM nozzle repairs will be needed at St. Lucie Unit No. 2's next outage currently scheduled for the spring of 2006.  During the fall of 2004 and the spring of 2005, FPL replaced the reactor vessel heads at Turkey Point Units Nos. 3 and 4, respectively.  FPL will replace the reactor vessel head at St. Lucie Unit No. 1 during its fall 2005 outage, which it expects to complete in December 2005.  In January 2005, FPL received permission from the NRC to plug up to 30% of St. Lucie Unit No. 2's steam generator tubes.  To date, 18.9% of these tubes have been plugged.  Current projections indicate that the 30% tube plugging limit could be exceeded during St. Lucie Unit No. 2's next scheduled refueling outage in the spring of 2006.  FPL is planning to repair any tubes exceeding the 30% tube plugging limit by sleeving the degraded tubes and has requested NRC approval to sleeve degraded tubes as an alternative to plugging.  Sleeving degraded tubes is a more expensive process than plugging and, depending on the number of tubes that need to be sleeved, could significantly increase the length of the outage.  In October 2005, FPL requested recovery through the fuel clause for approximately $25 million in costs associated with the sleeving project.  The FPSC is expected to rule on FPL's request in November 2005.  FPL intends to replace the reactor vessel head and steam generators at St. Lucie Unit No. 2 during its fall 2007 scheduled refueling outage.  At September 30, 2005, the remaining cost, including AFUDC, to replace the reactor vessel heads at St. Lucie Units Nos. 1 and 2 and the steam generators at St. Lucie Unit No. 2 is expected to be approximately $310 million and is included in FPL's estimated capital expenditures.  See Note 10 - Commitments.  The cost of performing inspections and any necessary repairs to the reactor vessel heads until they are replaced is being recognized as expense on a levelized basis over a five-year period beginning in 2002, as authorized by the FPSC, and amounted to approximately $6 million and $2 million for the three months ended September 30, 2005 and 2004, respectively and approximately $11 million and $8 million for the nine months ended September 30, 2005 and 2004, respectively.























|                           |                                                                                                                                                                                                                                                                                                         | Remainder of 2005 |        | 2006                |  | 2007            
|-------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ------ | ------------------- |  | ----------------
|                           |                                                                                                                                                                                                                                                                                                         |                   |        |                     |  |                 
|Project Portfolio Category |                                                                                                                                                                                                                                                                                                         | Available
MW (a)  |        | % MW
Under Contract |  | Available
MW (a)
|                           |                                                                                                                                                                                                                                                                                                         |                   |        |                     |  |                 
|                           |                                                                                                                                                                                                                                                                                                         |                   |        |                     |  |                 
|Wind                       |                                                                                                                                                                                                                                                                                                         |                   | 3,024  |                     |  | 99              
|Contracted(c)              |                                                                                                                                                                                                                                                                                                         |                   | 2,217  |                     |  | 99              
|Merchant:(d)               |                                                                                                                                                                                                                                                                                                         |                   |        |                     |  |                 
|NEPOOL                     |                                                                                                                                                                                                                                                                                                         |                   | 2,217  |                     |  | 92              
|ERCOT                      |                                                                                                                                                                                                                                                                                                         |                   | 2,585  |                     |  | 90              
|All Other                  |                                                                                                                                                                                                                                                                                                         |                   | 1,216  |                     |  | 50              
|                           |                                                                                                                                                                                                                                                                                                         |                   |        |                     |  |                 
|Total portfolio(f)         |                                                                                                                                                                                                                                                                                                         |                   | 11,258 |                     |  | 90              
|                           |                                                                                                                                                                                                                                                                                                         |                   |        |                     |  |                 
|_____________________     
|(a)                        | Weighted to reflect in-service dates, planned maintenance, Seabrook's refueling outage and power uprate in 2006, Duane Arnold's refueling outage in 2007 and expected production from renewable resource assets.  Includes the pending acquisition of a 70% interest in the Duane Arnold Energy Center.
|(b)                        | Reflects round-the-clock mw under contract.                                                                                                                                                                                                                                                            
|(c)                        | Includes all projects with mid- to long-term purchase power contracts for substantially all of their output.                                                                                                                                                                                           
|(d)                        | Includes only those facilities that require active hedging.                                                                                                                                                                                                                                            
|(e)                        | Represents on-peak mw under contract.                                                                                                                                                                                                                                                                  
|(f)                        | Totals may not add due to rounding.                                                                                                                                                                                                                                                                    



In June 2005, FPL Group completed the acquisition of Gexa, a retail energy provider in Texas, which was valued at approximately $81 million, payable in shares of FPL Group common stock.  Since then, the Texas commodity markets have experienced significant price increases, which have led regulators, government officials and other interested parties to call for changes in the structure of the Texas retail market.  FPL Group is unable to predict whether changes will occur, but any such changes could affect Gexa's ability to sign on new customers and retain existing customers.  FPL Group will continue to monitor these events.



















|                                                      | FPL Group                                 |   | FPL              
|----------------------------------------------------- | ----------------------------------------- | - | -----------------
|                                                      |                                           |  
|                                                      | September 30,
2005                        |   | December 31,
2004
|                                                      |                                           |   |                  
|                                                      |                                           |   |                  
|Weighted-average annual interest rate(a)              | 5.8                                       | % |                  
|Weighted-average life (years)                         | 10.2                                      |   |                  
|Annual average of floating rate debt to total debt(a) | 36                                        | % |                  
|_____________________                                
|(a)                                                   | Calculations include interest rate swaps.







|                                       | 2005                                                                                                                                                                                                                                                                                                                                                                                                                        |       | 2006 |   | 2007  |  | 2008 |       | 2009 |   | Thereafter |  | Total
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---- | - | ----- |  | ---- | ----- | ---- | - | ---------- |  | -----
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                             |       |      |   |       |  |      |       |      |   |            |  |      
|                                       | (millions)                                                                                                                                                                                                                                                                                                                                                                                                                 
|Long-term debt, including interest:(a) |                                                                                                                                                                                                                                                                                                                                                                                                                             |       |      |   |       |  |      |       |      |   |            |  |      
|FPL                                    | $                                                                                                                                                                                                                                                                                                                                                                                                                           | 569   |      | $ | 301   |  | $    | 165   |      | $ | 359        |  | $    
|FPL Energy                             |                                                                                                                                                                                                                                                                                                                                                                                                                             | 65    |      |   | 270   |  |      | 575   |      |   | 515        |  |      
|Corporate and Other                    |                                                                                                                                                                                                                                                                                                                                                                                                                             | 60    |      |   | 1,316 |  |      | 1,189 |      |   | 577        |  |      
|Corporate Units                        |                                                                                                                                                                                                                                                                                                                                                                                                                             | 4     |      |   | 2     |  |      | -     |      |   | -          |  |      
|Purchase obligations:                  |                                                                                                                                                                                                                                                                                                                                                                                                                             |       |      |   |       |  |      |       |      |   |            |  |      
|FPL(b)                                 |                                                                                                                                                                                                                                                                                                                                                                                                                             | 2,180 |      |   | 4,390 |  |      | 2,975 |      |   | 2,440      |  |      
|FPL Energy(c)                          |                                                                                                                                                                                                                                                                                                                                                                                                                             | 167   |      |   | 806   |  |      | 78    |      |   | 55         |  |      
|Asset retirement activities:(d)        |                                                                                                                                                                                                                                                                                                                                                                                                                             |       |      |   |       |  |      |       |      |   |            |  |      
|FPL(e)                                 |                                                                                                                                                                                                                                                                                                                                                                                                                             | -     |      |   | -     |  |      | -     |      |   | -          |  |      
|FPL Energy(f)                          |                                                                                                                                                                                                                                                                                                                                                                                                                             | -     |      |   | -     |  |      | -     |      |   | -          |  |      
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                             |       |      |   |       |  |      |       |      |   |            |  |      
|Total                                  | $                                                                                                                                                                                                                                                                                                                                                                                                                           | 3,045 |      | $ | 7,085 |  | $    | 4,982 |      | $ | 3,946      |  | $    
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                             |       |      |   |       |  |      |       |      |   |            |  |      
|_____________________                 
|(a)                                    | Includes principal, interest and interest rate swaps.  Variable rate interest was computed using September 30, 2005 rates.                                                                                                                                                                                                                                                                                                 
|(b)                                    | Represents required capacity and minimum payments under long-term purchased power and fuel contracts, the majority of which is recoverable through various cost recovery clauses (see Note 10 - Contracts), and projected capital expenditures through 2009 to meet increased electricity usage and customer growth, as well as capital improvements to and maintenance of existing facilities (see Note 10 - Commitments).
|(c)                                    | Represents firm commitments primarily in connection with natural gas transportation, supply and storage, firm transmission service, nuclear fuel and a portion of its capital expenditures.  The 2006 amount also includes $387 million associated with the pending acquisition of the Duane Arnold Energy Center.  See Note 10 - Commitments and Contracts.                                                               
|(d)                                    | Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.                                                                                                                                                                                                                                                                                                       
|(e)                                    | At September 30, 2005, FPL had $2,064 million in restricted trust funds for the payment of future expenditures to decommission FPL's nuclear units, which are included in nuclear decommissioning reserve funds.                                                                                                                                                                                                           
|(f)                                    | At September 30, 2005, FPL Energy's 88.23% portion of Seabrook's restricted trust fund for the payment of future expenditures to decommission Seabrook was $312 million and is included in FPL Group's nuclear decommissioning reserve funds.                                                                                                                                                                              









|FPL(a)                |                                                                                                                                                                                                                                                              | FPL Group Capital |  | Total |       | Maturity Date |  |  
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------- |  | ----- | ----- | ------------- |  | -
|                      |                                                                                                                                                                                                                                                              |                   |  |       |       |               |  |  
|(millions)            |                                                                                                                                                                                                                                                              |                   |  |      
|                      |                                                                                                                                                                                                                                                              |                   |  |       |       |               |  |  
|$                     | 500                                                                                                                                                                                                                                                          |                   |  | $     | 1,000 |               |  | $
|                      | 1,000                                                                                                                                                                                                                                                        |                   |  |       | 1,000 |               |  |  
|                      |                                                                                                                                                                                                                                                              |                   |  |       |       |               |  |  
|$                     | 1,500                                                                                                                                                                                                                                                        |                   |  | $     | 2,000 |               |  | $
|                      |                                                                                                                                                                                                                                                              |                   |  |       |       |               |  |  
|_____________________
|(a)                   | Excludes a $100 million senior secured revolving credit facility of a consolidated FPL VIE that leases nuclear fuel to FPL.  See below.                                                                                                                     
|(b)                   | These facilities provide for the issuance of letters of credit of up to $1.5 billion ($750 million for FPL and $750 million for FPL Group Capital).  The issuance of letters of credit is subject to the aggregate commitment under the applicable facility.

















Pensions and Other Postretirement Benefits - In May 2004, the FASB issued Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003."  See Note 1.

Accumulated Other Comprehensive Income (Loss)

FPL Group's total other comprehensive income (loss) activity is as follows:

|                                                                          | Accumulated Other Comprehensive Income (Loss)     |  
|------------------------------------------------------------------------- | ------------------------------------------------- | -
|                                                                          |                                                   |  
|                                                                          | Nine Months Ended September 30,                   |  
|                                                                          |                                                  
|                                                                          | 2005                                              |  
|                                                                          |                                                   |  
|                                                                          | Net Unrealized
Gains (Losses)
On Cash Flow
Hedges |  
|                                                                          |                                                   |  
|                                                                          | (millions)                                        |  
|                                                                          |                                                   |  
|Balances at December 31 of prior year                                     |                                                   | $
|Commodity hedges - consolidated subsidiaries:                             |                                                   |  
|Effective portion of net unrealized losses (net of $138 and $35           |                                                   |  
|tax benefit, respectively)                                                |                                                   |  
|Reclassification from OCI to net income (net of $21 tax expense           |                                                   |  
|and $0.5 tax benefit, respectively)                                       |                                                   |  
|Interest rate hedges - consolidated subsidiaries:                         |                                                   |  
|Effective portion of net unrealized gains (losses) (net of $2 tax expense |                                                   |  
|and $4 tax benefit, respectively)                                         |                                                   |  
|Reclassification from OCI to net income (net of $1 and $5                 |                                                   |  
|tax expense, respectively)                                                |                                                   |  
|Net unrealized losses on available for sale securities                    |                                                   |  
|(net of $2 and $0.4 tax benefit, respectively)                            |                                                   |  
|Supplemental retirement plan liability adjustment (net of $1 tax expense) |                                                   |  
|                                                                          |                                                   |  
|Balances at September 30                                                  |                                                   | $
|                                                                          |                                                   |  



Energy Marketing and Trading - Certain of FPL Group's subsidiaries, including FPL and FPL Energy, use derivative instruments (primarily forward purchases and sales, swaps, options and futures) to manage the commodity price risk inherent in the purchase and sale of fuel and electricity, as well as to optimize the value of power generation assets.  To a lesser extent, FPL Energy engages in limited energy trading activities to take advantage of expected future favorable price movements.

Derivative instruments, when required to be marked to market under FAS 133, as amended, are recorded on FPL Group's and FPL's condensed consolidated balance sheets as either an asset or liability (in derivative assets, other assets, derivative liabilities and other liabilities) measured at fair value.  At FPL, substantially all changes in fair value are deferred as a regulatory asset or liability until the contracts are settled.  Upon settlement, any gains or losses are passed through the fuel clause and the capacity clause.  For FPL Group's non-rate regulated operations, predominantly FPL Energy, essentially all changes in the derivatives' fair value for power purchases and sales and trading activities are recognized on a net basis in operating revenues; fuel purchases and sales are recognized net in fuel, purchased power and interchange expense; and the equity method investees' related activity is recognized in equity in earnings of equity method investees in FPL Group's condensed consolidated statements of income unless hedge accounting is applied.

The changes in the fair value of FPL Group's consolidated subsidiaries' energy contract derivative instruments for the three and nine months ended September 30, 2005 are as follows:



|                                                                  |                     |    | Hedges on Owned Assets |   |                
|----------------------------------------------------------------- | ------------------- | -- | ---------------------- | - | ---------------
|                                                                  |                     |    |                        |   |                
|                                                                  | Proprietary
Trading |    | Managed                |   | Non-
Qualifying
|                                                                  |                     |    |                        |   |                
|                                                                  | (millions)          |   
|Three months ended September 30, 2005                             |                     |    |                        |   |                
|Fair value of contracts outstanding June 30, 2005                 | $                   | 4  |                        | $ | (2             
|Reclassification to realized at settlement of contracts           |                     | (1 | )                      |   | 2              
|Effective portion of changes in fair value recorded in OCI        |                     | -  |                        |   | -              
|Ineffective portion of changes in fair value recorded in earnings |                     | -  |                        |   | -              
|Changes in fair value excluding reclassification to realized      |                     | (1 | )                      |   | 1              
|                                                                  |                     |    |                        |   |                
|Fair value of contracts outstanding at September 30, 2005         |                     | 2  |                        |   | 1              
|Net option premium payment (receipts)                             |                     | -  |                        |   | -              
|                                                                  |                     |    |                        |   |                
|Total mark-to-market energy contract net assets (liabilities) at  |                     |    |                        |   |                
|September 30, 2005                                                | $                   | 2  |                        | $ | 1              
|                                                                  |                     |    |                        |   |                



|                                                                  |                     |    | Hedges on Owned Assets |   |                
|----------------------------------------------------------------- | ------------------- | -- | ---------------------- | - | ---------------
|                                                                  |                     |    |                        |   |                
|                                                                  | Proprietary
Trading |    | Managed                |   | Non-
Qualifying
|                                                                  |                     |    |                        |   |                
|                                                                  | (millions)          |   
|Nine months ended September 30, 2005                              |                     |    |                        |   |                
|Fair value of contracts outstanding at December 31, 2004          | $                   | 6  |                        | $ | (2             
|Reclassification to realized at settlement of contracts           |                     | (6 | )                      |   | 3              
|Acquisition of Gexa contracts                                     |                     | -  |                        |   | -              
|Effective portion of changes in fair value recorded in OCI        |                     | -  |                        |   | -              
|Ineffective portion of changes in fair value recorded in earnings |                     | -  |                        |   | -              
|Changes in fair value excluding reclassification to realized      |                     | 2  |                        |   | -              
|                                                                  |                     |    |                        |   |                
|Fair value of contracts outstanding at September 30, 2005         |                     | 2  |                        |   | 1              
|Net option premium payment (receipts)                             |                     | -  |                        |   | -              
|                                                                  |                     |    |                        |   |                
|Total mark-to-market energy contract net assets (liabilities) at  |                     |    |                        |   |                
|September 30, 2005                                                | $                   | 2  |                        | $ | 1              
|                                                                  |                     |    |                        |   |                

FPL Group's total mark-to-market energy contract net assets (liabilities) at September 30, 2005 shown above are included in the condensed consolidated balance sheet as follows:

|                                                            |  | September 30,
2005 |  
|----------------------------------------------------------- |  | ------------------ | -
|                                                            |  |                    |  
|                                                            |  | (millions)         |  
|                                                            |  |                    |  
|Derivative assets                                           |  |                    | $
|Other assets                                                |  |                    |  
|Derivative liabilities                                      |  |                    |  
|Other liabilities                                           |  |                    |  
|                                                            |  |                    |  
|FPL Group's total mark-to-market energy contract net assets |  |                    | $
|                                                            |  |                    |  





|                                              | Maturity   |    
|--------------------------------------------- | ---------- | ---
|                                              |            |    
|                                              | 2005       |    
|                                              |            |    
|                                              | (millions)
|Proprietary Trading:                          |            |    
|Actively quoted (i.e., exchange trade) prices | $          | (8 
|Prices provided by other external sources     |            | 51 
|Modeled                                       |            | (37
|                                              |            |    
|Total                                         |            | 6  
|                                              |            |    
|                                              |           
|Owned Assets - Managed:                       |            |    
|Actively quoted (i.e., exchange trade) prices |            | (5 
|Prices provided by other external sources     |            | 11 
|Modeled                                       |            | (7 
|                                              |            |    
|Total                                         |            | (1 
|                                              |            |    
|                                              |           
|Owned Assets - Non-Qualifying:                |            |    
|Actively quoted (i.e., exchange trade) prices |            | 37 
|Prices provided by other external sources     |            | 7  
|Modeled                                       |            | (50
|                                              |            |    
|Total                                         |            | (6 
|                                              |            |    
|                                              |            |    
|Owned Assets - OCI:                           |            |    
|Actively quoted (i.e., exchange trade) prices |            | 1  
|Prices provided by other external sources     |            | (39
|Modeled                                       |            | (9 
|                                              |            |    
|Total                                         |            | (47
|                                              |            |    
|                                              |            |    
|Owned Assets - FPL Cost Recovery Clauses:     |            |    
|Actively quoted (i.e., exchange trade) prices |            | 450
|Prices provided by other external sources     |            | 42 
|Modeled                                       |            | 8  
|                                              |            |    
|Total                                         |            | 500
|                                              |            |    
|                                              |           
|Total sources of fair value                   | $          | 452
|                                              |            |    

The changes in the fair value of FPL Group's consolidated subsidiaries' energy contract derivative instruments for the three and nine months ended September 30, 2004 were as follows:

|                                                                  |                     |    | Hedges on Owned Assets |   |                
|----------------------------------------------------------------- | ------------------- | -- | ---------------------- | - | ---------------
|                                                                  |                     |    |                        |   |                
|                                                                  | Proprietary
Trading |    | Managed                |   | Non-
Qualifying
|                                                                  |                     |    |                        |   |                
|                                                                  | (millions)          |   
|Three months ended September 30, 2004                             |                     |    |                        |   |                
|Fair value of contracts outstanding at June 30, 2004              | $                   | 13 |                        | $ | -              
|Reclassification to realized at settlement of contracts           |                     | (8 | )                      |   | -              
|Effective portion of changes in fair value recorded in OCI        |                     | -  |                        |   | -              
|Ineffective portion of changes in fair value recorded in earnings |                     | -  |                        |   | -              
|Changes in fair value excluding reclassification to realized      |                     | (1 | )                      |   | (2             
|                                                                  |                     |    |                        |   |                
|Fair value of contracts outstanding at September 30, 2004         |                     | 4  |                        |   | (2             
|Net option premium payment (receipts)                             |                     | -  |                        |   | -              
|                                                                  |                     |    |                        |   |                
|Total mark-to-market energy contract net assets (liabilities)     |                     |    |                        |   |                
|at September 30, 2004                                             | $                   | 4  |                        | $ | (2             
|                                                                  |                     |    |                        |   |                



|                                                                  |                     |     | Hedges on Owned Assets |   |                
|----------------------------------------------------------------- | ------------------- | --- | ---------------------- | - | ---------------
|                                                                  |                     |     |                        |   |                
|                                                                  | Proprietary
Trading |     | Managed                |   | Non-
Qualifying
|                                                                  |                     |     |                        |   |                
|                                                                  | (millions)          |    
|Nine months ended September 30, 2004                              |                     |     |                        |   |                
|Fair value of contracts outstanding at December 31, 2003          | $                   | 7   |                        | $ | 1              
|Reclassification to realized at settlement of contracts           |                     | (14 | )                      |   | (2             
|Effective portion of changes in fair value recorded in OCI        |                     | -   |                        |   | -              
|Ineffective portion of changes in fair value recorded in earnings |                     | -   |                        |   | -              
|Changes in fair value excluding reclassification to realized      |                     | 11  |                        |   | (1             
|                                                                  |                     |     |                        |   |                
|Fair value of contracts outstanding at September 30, 2004         |                     | 4   |                        |   | (2             
|Net option premium payment (receipts)                             |                     | -   |                        |   | -              
|                                                                  |                     |     |                        |   |                
|Total mark-to-market energy contract net assets (liabilities)     |                     |     |                        |   |                
|at September 30, 2004                                             | $                   | 4   |                        | $ | (2             
|                                                                  |                     |     |                        |   |                

Market Risk Sensitivity - Financial instruments and positions affecting the financial statements of FPL Group and FPL described below are held primarily for purposes other than trading.  Market risk is measured as the potential loss in fair value resulting from hypothetical reasonably possible changes in commodity prices, interest rates or equity prices over the next year.  Management has established risk management policies to monitor and manage market risks.  FPL Group's Exposure Management Committee (EMC), which is comprised of certain members of senior management, is responsible for the overall approval of market risk management policies and the delegation of approval and authorization levels.  The EMC receives periodic updates on market positions and related exposures, credit exposures and overall risk management activities.  FPL Group and FPL manage their interest rate exposure by monitoring current interest rates, entering into interest rate swaps and adjusting their variable rate debt in relation to total capitalization.

FPL Group and its subsidiaries are also exposed to credit risk through their energy marketing and trading operations.  Credit risk is the risk that a financial loss will be incurred if a counterparty to a transaction does not fulfill its financial obligation.  FPL Group manages counterparty credit risk for its subsidiaries with energy marketing and trading operations through established policies, including counterparty credit limits, and in some cases credit enhancements, such as cash prepayments, letters of credit, cash and other collateral and guarantees.  Credit risk is also managed through the use of master netting agreements.  FPL Group's credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis.

Commodity price risk - FPL Group uses a value-at-risk (VaR) model to measure market risk in its trading and mark-to-market portfolios.  The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology.  As of September 30, 2005 and December 31, 2004, the VaR figures are as follows:



|                                  | Trading and Managed Hedges                                                                                                                                                                                                                                              |   | Non-Qualifying Hedges
and Hedges in OCI (a) |   | Total    
|--------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------- | - | ---------
|                                  |                                                                                                                                                                                                                                                                         |   |                                             |   |          
|                                  | FPL                                                                                                                                                                                                                                                                     |   | FPL
Energy                                  |   | FPL
Group
|                                  |                                                                                                                                                                                                                                                                         |   |                                             |   |          
|                                  | (millions)                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                         |   |                                             |   |          
|December 31, 2004                 | $                                                                                                                                                                                                                                                                       | - |                                             | $ | -        
|September 30, 2005                | $                                                                                                                                                                                                                                                                       | - |                                             | $ | 1        
|                                  |                                                                                                                                                                                                                                                                        
|Average for the nine months ended |                                                                                                                                                                                                                                                                         |   |                                             |   |          
|September 30, 2005                | $                                                                                                                                                                                                                                                                       | - |                                             | $ | 1        
|_____________________            
|(a)                               | Non-qualifying hedges are employed to reduce the market risk exposure to physical assets which are not marked to market.  The VaR figures for the non-qualifying hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

Interest rate risk - FPL Group and FPL are exposed to risk resulting from changes in interest rates as a result of their respective issuances of debt, investments in nuclear decommissioning reserve funds and interest rate swaps.  FPL Group and FPL manage their respective interest rate exposure by monitoring current interest rates, entering into interest rate swaps and adjusting their variable rate debt in relation to total capitalization.

The following are estimates of the fair value of FPL Group's and FPL's financial instruments:



|                                             | September 30, 2005                                         |       | December 31, 2004    |   |                
|-------------------------------------------- | ---------------------------------------------------------- | ----- | -------------------- | - | ---------------
|                                             |                                                            |       |                      |   |                
|                                             | Carrying
Amount                                            |       | Estimated
Fair Value |   | Carrying
Amount
|                                             |                                                            |       |                      |   |                
|FPL Group:                                   | (millions)                                                 |       |                     
|Long-term debt, including current maturities | $                                                          | 9,655 |                      | $ | 9,869          
|Fixed income securities:                     |                                                            |       |                      |   |                
|Nuclear decommissioning reserve funds        | $                                                          | 1,278 |                      | $ | 1,278          
|Other investments                            | $                                                          | 85    |                      | $ | 85             
|Interest rate swaps - net unrealized loss    | $                                                          | (18   | )                    | $ | (18            
|                                             |                                                            |       |                      |   |                
|FPL:                                         |                                                            |       |                      |   |                
|Long-term debt, including current maturities | $                                                          | 3,905 |                      | $ | 3,973          
|Fixed income securities:                     |                                                            |       |                      |   |                
|Nuclear decommissioning reserve funds        | $                                                          | 1,142 |                      | $ | 1,142          
|Interest rate swaps - net unrealized loss    | $                                                          | (3    | )                    | $ | (3             
|_____________________                       
|(a)                                          | Based on market prices provided by external sources.      
|(b)                                          | Based on quoted market prices for these or similar issues.
|(c)                                          | Based on market prices modeled internally.                

The nuclear decommissioning reserve funds of FPL Group consist of restricted funds set aside to cover the cost of decommissioning of FPL Group's and FPL's nuclear power plants.  A portion of these funds is invested in fixed income debt securities carried at their market value.  Adjustments to market value result in a corresponding adjustment to the related liability accounts based on current regulatory treatment for FPL.  The market value adjustments of FPL Group's non-rate regulated operations result in a corresponding adjustment to OCI.

FPL Group and its subsidiaries use a combination of fixed rate and variable rate debt to manage interest rate exposure.  Interest rate swaps are used to adjust and mitigate interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements.  At September 30, 2005, the estimated fair value for interest rate swaps was as follows:



|Notional
Amount                        |                                 | Effective
Date |   | Maturity
Date |   | Rate
Paid      |  | Rate
Received |     | Estimated
Fair Value
|-------------------------------------- | ------------------------------- | -------------- | - | ------------- | - | -------------- |  | ------------- | --- | --------------------
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|(millions)                             |                                 |                |   |               |   |                |  |               |     |                     
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|Fair value hedges - FPL:               |                                 |                |   |               |   |                |  |               |    
|$                                      | 250                             |                |   | April 2004    |   | December 2005  |  | variable      | (a) | 6.875               
|$                                      | 250                             |                |   | May 2004      |   | December 2005  |  | variable      | (b) | 6.875               
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|Fair value hedges - FPL Group Capital: |                                 |                |   |               |   |                |  |               |     |                     
|$                                      | 150                             |                |   | July 2003     |   | September 2006 |  | variable      | (c) | 7.625               
|$                                      | 150                             |                |   | July 2003     |   | September 2006 |  | variable      | (d) | 7.625               
|$                                      | 195                             |                |   | October 2004  |   | April 2006     |  | variable      | (e) | 3.250               
|$                                      | 55                              |                |   | October 2004  |   | April 2006     |  | variable      | (f) | 3.250               
|$                                      | 195                             |                |   | October 2004  |   | April 2006     |  | variable      | (g) | 3.250               
|$                                      | 55                              |                |   | October 2004  |   | April 2006     |  | variable      | (h) | 3.250               
|$                                      | 300                             |                |   | November 2004 |   | February 2007  |  | variable      | (i) | 4.086               
|$                                      | 275                             |                |   | December 2004 |   | February 2007  |  | variable      | (j) | 4.086               
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|Total fair value hedges                |                                 |                |   |               |   |                |  |               |     |                     
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|Cash flow hedges - FPL Energy:         |                                 |                |   |               |   |                |  |               |     |                     
|$                                      | 91                              |                |   | July 2002     |   | December 2007  |  | 4.410         | %   | variable            
|$                                      | 192                             |                |   | August 2003   |   | November 2007  |  | 3.557         | %   | variable            
|$                                      | 6                               |                |   | February 2005 |   | June 2008      |  | 4.255         | %   | variable            
|$                                      | 85                              |                |   | December 2003 |   | December 2017  |  | 4.245         | %   | variable            
|$                                      | 28                              |                |   | April 2004    |   | December 2017  |  | 3.845         | %   | variable            
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|Total cash flow hedges                 |                                 |                |   |               |   |                |  |               | 6   |                     
|                                       |                                 |                |   |               |   |                |  |               |     |                     
|Total interest rate hedges             |                                 |                | $ | (18           | )
|                                       |                                 |                |   |               |  
|_____________________                 
|(a)                                    | Six-month LIBOR plus 3.7285%   
|(b)                                    | Six-month LIBOR plus 3.6800%   
|(c)                                    | Six-month LIBOR plus 4.9900%   
|(d)                                    | Six-month LIBOR plus 4.9925%   
|(e)                                    | Six-month LIBOR plus 0.0153%   
|(f)                                    | Six-month LIBOR plus 0.0100%   
|(g)                                    | Six-month LIBOR plus 0.1500%   
|(h)                                    | Six-month LIBOR plus 0.1525%   
|(i)                                    | Three-month LIBOR plus 0.50577%
|(j)                                    | Three-month LIBOR plus 0.4025% 
|(k)                                    | Three-month LIBOR              









































See Management's Discussion - Energy Marketing and Trading and Market Risk Sensitivity - Market Risk Sensitivity.



(a)  Evaluation of Disclosure Controls and Procedures

As of September 30, 2005, each of FPL Group and FPL had performed an evaluation, under the supervision and with the participation of its management, including FPL Group's and FPL's chief executive officer and chief financial officer, of the effectiveness of the design and operation of each company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)).  Based upon that evaluation, the chief executive officer and chief financial officer of each of FPL Group and FPL concluded that the company's disclosure controls and procedures are effective in timely alerting them to material information relating to the company and its consolidated subsidiaries required to be included in the company's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the company's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure.  FPL Group and FPL each have a Disclosure Committee, which is made up of several key management employees and reports directly to the chief executive officer and chief financial officer of each company, to monitor and evaluate these disclosure controls and procedures.  Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of FPL Group and FPL cannot provide absolute assurance that the objectives of their respective disclosure controls and procedures will be met.

(b)  Changes in Internal Control over Financial Reporting

FPL Group and FPL are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls.  This results in refinements to processes throughout FPL Group and FPL.  However, there has been no change in FPL Group's or FPL's internal control over financial reporting that occurred during FPL Group's and FPL's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, FPL Group's or FPL's internal control over financial reporting.

In June 2005, FPL Group completed the acquisition of Gexa, which was valued at approximately $81 million, payable in shares of FPL Group common stock.  Gexa's assets and operating revenues represent less than 1% of FPL Group's consolidated total assets and total operating revenues as of and for the three and nine months ended September 30, 2005.  FPL Group does not consider the acquisition of Gexa material to FPL Group's results of operations, financial position and cash flows.  FPL Group is in the process of evaluating the impact of Gexa's business on FPL Group's internal control over financial reporting and has noted numerous inadequacies throughout Gexa's operations, including the contract approval and administration process, the customer enrollment process, billing system security and accounting and financial controls.  FPL Group is in the process of remediating these inadequacies and expects to complete this process in 2006.  FPL Group's management does not believe these inadequacies affect the adequacy of FPL Group's internal control over financial reporting because of the relative immateriality of Gexa's activities.



PART II - OTHER INFORMATION















|Period                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Total Number of
Shares Purchased(a) |        | Average Price
Paid Per
Share(a) |  | Total Number of
Shares Purchased as Part of a
Publicly Announced Program |   | Maximum Number of
Shares that May Yet be
Purchased Under the Program(b)
|--------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------- | ------ | ------------------------------- |  | ------------------------------------------------------------------------ | - | -----------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     |        |                                 |  |                                                                          |   |                                                                        
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     |        |                                 |  |                                                                          |   | (thousands)                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     |        |                                 |  |                                                                          |   |                                                                        
|7/1/05 - 7/31/05      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     | 6,772  |                                 |  |                                                                          | $ | 43.16                                                                  
|8/1/05 - 8/31/05      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     | 1,553  |                                 |  |                                                                          | $ | 42.31                                                                  
|9/1/05 - 9/30/05      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     | 3,645  |                                 |  |                                                                          | $ | 45.93                                                                  
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     |        |                                 |  |                                                                          |   |                                                                        
|Total                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     | 11,970 |                                 |  |                                                                          |   |                                                                        
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     |        |                                 |  |                                                                          |   |                                                                        
|_____________________
|(a)                   | Represents: (1) shares of common stock purchased by FPL Group in the open market in accordance with the terms and conditions of FPL Group's Long Term Incentive Plan (LTIP) and FPL Group's Non-Employee Directors Stock Plan, which provide for the purchase of such shares in connection with grants and vesting of stock awards and (2) shares of common stock purchased from employees to pay certain withholding taxes upon the vesting of stock awards granted to such employees under the LTIP.
|(b)                   | In February 2005, FPL Group's board of directors authorized a common stock repurchase plan of up to 20 million shares of common stock (after giving effect to the 2005 stock split) over an unspecified period.                                                                                                                                                                                                                                                                                       







|(a) | None        
|--- | ------------
|(b) | None        
|(c) | Other Events
|    | (i)         
|    |             
|    |             
|    |             
|    | (ii)        
|    |             
|    |             
|    | (iii)       
|    |             

Item 6.  Exhibits



|ExhibitNumber                                                                                                                                                                                                                                | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | FPLGroup |  | FPL | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- |  | --- | 
|                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |          |  |     | 
|*3(i)a                                                                                                                                                                                                                                       | Restated Articles of Incorporation of FPL Group dated December 31, 1984,
as amended through March 10, 2005 (filed as Exhibit 3(i) to Form S-4,
File No. 333-124438)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | x        |  |     | 
|*3(i)b                                                                                                                                                                                                                                       | Restated Articles of Incorporation of FPL dated March 23, 1992 (filed as
Exhibit 3(i)a to Form 10-K for the year ended December 31, 1993, File No.
1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |          |  | x   | 
|*3(i)c                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated March 23, 1992
(filed as Exhibit 3(i)b to Form 10-K for the year ended December 31, 1993,
File No. 1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |          |  | x   | 
|*3(i)d                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated May 11, 1992
(filed as Exhibit 3(i)c to Form 10-K for the year ended December 31, 1993,
File No. 1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |          |  | x   | 
|*3(i)e                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated March 12, 1993
(filed as Exhibit 3(i)d to Form 10-K for the year ended December 31, 1993,
File No. 1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |          |  | x   | 
|*3(i)f                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated June 16, 1993
(filed as Exhibit 3(i)e to Form 10-K for the year ended December 31, 1993,
File No. 1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |          |  | x   | 
|*3(i)g                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated August 31, 1993
(filed as Exhibit 3(i)f to Form 10-K for the year ended December 31, 1993,
File No. 1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |          |  | x   | 
|*3(i)h                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated November 30,
1993 (filed as Exhibit 3(i)g to Form 10-K for the year ended December 31,
1993, File No. 1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |          |  | x   | 
|*3(i)i                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated January 20, 2004
(filed as Exhibit 3(i)j to Form 10-K dated December 31, 2003, File No. 2-27612)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |          |  | x   | 
|*3(i)j                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated January 20, 2004
(filed as Exhibit 3(i)k to Form 10-K dated December 31, 2003, File No. 2-27612)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |          |  | x   | 
|*3(i)k                                                                                                                                                                                                                                       | Amendment to FPL's Restated Articles of Incorporation dated February 11, 2005
(filed as Exhibit 3(i)m to Form 10-K for the year ended December 31, 2004,
File No. 1-8841)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |          |  | x   | 
|*3(ii)a                                                                                                                                                                                                                                      | Bylaws of FPL Group as amended February 12, 2001 (filed as Exhibit 3(ii)a
to Form 10-K for the year ended December 31, 2000, File No. 1-8841)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | x        |  |     | 
|*3(ii)b                                                                                                                                                                                                                                      | Bylaws of FPL dated May 11, 1992 (filed as Exhibit 3 to Form 8-K dated
May 1, 1992, File No. 1-3545)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |          |  | x   | 
|*4(a)                                                                                                                                                                                                                                        | Mortgage and Deed of Trust dated as of January 1, 1944, and One hundred and eight Supplements thereto, between FPL and Deutsche Bank Trust Company Americas, Trustee (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-1 54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended December 31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3545; Exhibit 4(b) to Form 10-Q for the quarter ended June 30, 1995, File No. 1-3545; Exhibit 4(a) to Form 10-Q for the quarter ended March 31,1996, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended June 30, 1998, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended March 31, 1999, File No. 1-3545; Exhibit 4(f) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(g) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(o), File No. 333-102169; Exhibit 4(k) to Post-Effective Amendment No. 1 to Form S-3, File No. 333-102172; Exhibit 4(l) to Post-Effective Amendment No. 2 to Form S-3, File No. 333-102172; Exhibit 4(m) to Post-Effective Amendment No. 3 to Form S-3, File No. 333-102172; Exhibit 4(a) to Form 10-Q for the quarter ended September 30, 2004, File No. 2-27612; Exhibit 4(f) to Amendment No. 1 to Form S-3, File No. 333-125275); and Exhibit 4(y) to Post-Effective Amendment No. 2 to Form S-3, File Nos. 333-116300, 333-116300-01 and 333-116300-02) | x        |  | x   | 
|10(a)                                                                                                                                                                                                                                        | Amendment #4 adopted October 13, 2005 to FPL Group Supplemental Executive Retirement Plan, amended and restated effective April 1, 1997                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | x        |  | x   | 
|10(b)                                                                                                                                                                                                                                        | FPL Group, Inc. Amended and Restated Long Term Incentive Plan, as amended and restated October 14, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | x        |  | x   | 
|10(c)                                                                                                                                                                                                                                        | Summary of Non-Employee Director Compensation effective January 1, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | x        |  |     | 
|12(a)                                                                                                                                                                                                                                        | Computation of Ratios                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | x        |  |     | 
|12(b)                                                                                                                                                                                                                                        | Computation of Ratios                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |          |  | x   | 
|31(a)                                                                                                                                                                                                                                        | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of FPL Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | x        |  |     | 
|31(b)                                                                                                                                                                                                                                        | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of FPL Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | x        |  |     | 
|31(c)                                                                                                                                                                                                                                        | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of FPL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |  | x   | 
|31(d)                                                                                                                                                                                                                                        | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of FPL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |  | x   | 
|32(a)                                                                                                                                                                                                                                        | Section 1350 Certification of FPL Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | x        |  |     | 
|32(b)                                                                                                                                                                                                                                        | Section 1350 Certification of FPL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |          |  | x   | 
|_____________________                                                                                                                                                                                                                       
|*Incorporated herein by reference                                                                                                                                                                                                           
|FPL Group and FPL agree to furnish to the SEC upon request any instrument with respect to long-term debt that FPL Group and FPL have not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.





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|SIGNATURES                                                                                                                                                                                  
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|Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
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|FPL GROUP, INC.                                                                                                                                                                             
|FLORIDA POWER & LIGHT COMPANY                                                                                                                                                               
|(Registrants)                                                                                                                                                                               
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|Date:  November 4, 2005                                                                                                                                                                     
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