UNITED STATES SECURITIES AND EXCHANGE COMMISSION

		   Washington, D. C. 20549



			 FORM 10-Q



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


	   For the quarterly period ended March 31, 1999


			    OR


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



	      Exact name of Registrants as specified
	      in their charters, address of principal     IRS Employer
Commission            executive offices and              Identification
File Number       Registrants' telephone number              Number     
-----------   ---------------------------------------    --------------
1-8841                   FPL GROUP, INC.                  59-2449419
1-3545            FLORIDA POWER & LIGHT COMPANY           59-0247775
		     700 Universe Boulevard
		    Juno Beach, Florida 33408
			(561) 694-4000



State or other jurisdiction of incorporation or organization:  Florida



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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each class of FPL Group, Inc. common 
stock, as of the latest practicable date:  Common Stock, $.01 par value, 
outstanding at March 31, 1999: 180,164,535 shares.

As of March 31, 1999, there were issued and outstanding 1,000 shares of 
Florida Power & Light Company's common stock, without par value, all of which 
were held, beneficially and of record, by FPL Group, Inc.

		    ______________________________

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

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

In connection with the safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995 (Reform Act), FPL Group, Inc. (FPL Group) and 
Florida Power & Light Company (FPL) (collectively, the Company) are hereby 
filing cautionary statements identifying important factors that could cause the 
Company's actual results to differ materially from those projected in forward-
looking statements (as such term is defined in the Reform Act) made by or on 
behalf of the Company which are made in this combined Form 10-Q, in 
presentations, in response to questions or otherwise.  Any statements that 
express, or involve discussions as to expectations, beliefs, plans, objectives, 
assumptions or future events or performance (often, but not always, through the 
use of words or phrases such as will likely result, are expected to, will 
continue, is anticipated, estimated, projection, outlook) are not statements of 
historical facts and may be forward-looking.  Forward-looking statements
involve estimates, assumptions and uncertainties that could cause actual
results to differ materially from those expressed in the forward-looking
statements.  Accordingly, any such statements are qualified in their entirety
by reference to, and are accompanied by, the following important factors that 
could cause the Company's actual results to differ materially from those 
contained in forward-looking statements made by or on behalf of the Company.

Any forward-looking statement speaks only as of the date on which such 
statement is made, and the Company undertakes no obligation to update any 
forward-looking statement to reflect events or circumstances after the date 
on which such statement is made or to reflect the occurrence of unanticipated 
events.  New factors emerge from time to time and it is not possible for 
management to predict all of such factors, nor can it assess the impact of 
each such factor on the business or the extent to which any factor, or 
combination of factors, may cause actual results to differ materially from 
those contained in any forward-looking statement.

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

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

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



		       PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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



<TABLE>
<CAPTION>

								       Three Months Ended  
									   March 31,        
								       --------------------    
									1999          1998   
								       ------        ------
<S>                                                                    <C>           <C>
OPERATING REVENUES ...............................................     $1,412        $1,338

OPERATING EXPENSES:
  Fuel, purchased power and interchange ..........................        506           436
  Other operations and maintenance................................        275           299
  Depreciation and amortization ..................................        279           249
  Taxes other than income taxes ..................................        144           136
    Total operating expenses .....................................      1,204         1,120

OPERATING INCOME .................................................        208           218

OTHER INCOME (DEDUCTIONS):
  Interest charges ...............................................        (47)          (63)
  Preferred stock dividends - FPL ................................         (4)           (4)
  Gain on sale of Adelphia Communications Corporation stock.......        149             -
  Other - net ....................................................          9             7
    Total other income (deductions) - net ........................        107           (60)

INCOME BEFORE INCOME TAXES .......................................        315           158

INCOME TAXES .....................................................        106            50

NET INCOME .......................................................     $  209        $  108

Earnings per share of common stock (basic and assuming dilution)..     $ 1.22        $ 0.63
Dividends per share of common stock ..............................     $ 0.52        $ 0.50
Average number of common shares outstanding ......................        172           173
</TABLE>

This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the combined Annual Report 
on Form 10-K for the fiscal year ended December 31, 1998 (1998 Form 10-K) 
for FPL Group and FPL.




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



<TABLE>
<CAPTION>

											 March 31,      December 31,
											   1999             1998     
											 ---------      ------------
<S>                                                                                       <C>             <C>
PROPERTY, PLANT AND EQUIPMENT:
  Electric utility plant in service and other property,
    including nuclear fuel and construction work in progress .......................      $18,346         $17,952
  Less accumulated depreciation and amortization ...................................       (9,672)         (9,397)
    Total property, plant and equipment - net ......................................        8,674           8,555

CURRENT ASSETS:
  Cash and cash equivalents ........................................................          548             187
  Customer receivables, net of allowances of $6 and $8, respectively ...............          462             559
  Materials, supplies and fossil fuel inventory - at average cost ..................          275             282
  Other ............................................................................          143             238
    Total current assets ...........................................................        1,428           1,266

OTHER ASSETS:
  Special use funds of FPL .........................................................        1,276           1,206
  Other investments ................................................................          490             391
  Other ............................................................................          428             611
    Total other assets .............................................................        2,194           2,208

TOTAL ASSETS .......................................................................      $12,296         $12,029


CAPITALIZATION:
  Common stock .....................................................................      $     2         $     2
  Additional paid-in capital........................................................        2,967           3,000
  Retained earnings.................................................................        2,243           2,123
  Accumulated other comprehensive income............................................            -               1
    Total common shareholders' equity...............................................        5,212           5,126
  Preferred stock of FPL without sinking fund requirements .........................          226             226
  Long-term debt ...................................................................        2,207           2,347
    Total capitalization ...........................................................        7,645           7,699

CURRENT LIABILITIES:
  Debt and preferred stock due within one year .....................................          616             469
  Accounts payable .................................................................          322             338
  Accrued interest, taxes and other ................................................          995             834
    Total current liabilities ......................................................        1,933           1,641

OTHER LIABILITIES AND DEFERRED CREDITS:
  Accumulated deferred income taxes ................................................        1,261           1,255
  Unamortized regulatory and investment tax credits ................................          342             353
  Other ............................................................................        1,115           1,081
    Total other liabilities and deferred credits ...................................        2,718           2,689

COMMITMENTS AND CONTINGENCIES

TOTAL CAPITALIZATION AND LIABILITIES ...............................................      $12,296         $12,029
</TABLE>

This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1998 Form 10-K for FPL 
Group and FPL.




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


<TABLE>
<CAPTION>

												 Three Months Ended
												      March 31,      
												 ------------------     
												  1999        1998   
												 ------      ------
<S>                                                                                              <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES .............................................          $  680      $  454

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures of FPL .........................................................            (180)       (159)
  Independent power investments .......................................................            (316)       (350)
  Distributions and loan repayments from partnerships and joint ventures ..............              57         221
  Other - net .........................................................................              95         (23)
      Net cash used in investing activities ...........................................            (344)       (311)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Retirement of long-term debt and preferred stock ....................................            (130)       (180)
  Increase in commercial paper ........................................................             276         158 
  Repurchase of common stock ..........................................................             (32)        (17)
  Dividends on common stock ...........................................................             (89)        (86)
      Net cash provided by (used in) financing activities .............................              25        (125)

Net increase in cash and cash equivalents .............................................             361          18

Cash and cash equivalents at beginning of period ......................................             187          54
  
Cash and cash equivalents at end of period ............................................          $  548      $   72

Supplemental disclosures of cash flow information:
  Cash paid for interest ..............................................................          $   45      $   51
  Cash paid for income taxes ..........................................................          $    -      $    -

Supplemental schedule of noncash investing and financing activities:
  Additions to capital lease obligations ..............................................          $   26      $    1
</TABLE>

This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1998 Form 10-K for FPL 
Group and FPL.




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


<TABLE>
<CAPTION>
											       Three Months Ended 
												    March 31,    
											       ------------------     
												 1999      1998   
											       -------    ------
<S>                                                                                             <C>       <C>
OPERATING REVENUES .....................................................................        $1,359    $1,295

OPERATING EXPENSES:
  Fuel, purchased power and interchange ................................................           485       430
  Other operations and maintenance .....................................................           250       268
  Depreciation and amortization ........................................................           275       244
  Income taxes .........................................................................            56        57
  Taxes other than income taxes ........................................................           143       137
    Total operating expenses ...........................................................         1,209     1,136

OPERATING INCOME .......................................................................           150       159

OTHER INCOME (DEDUCTIONS):
  Interest charges .....................................................................           (43)      (50)
  Other - net ..........................................................................             1        (2)
    Total other deductions - net .......................................................           (42)      (52)

NET INCOME .............................................................................           108       107

PREFERRED STOCK DIVIDENDS ..............................................................             4         4

NET INCOME AVAILABLE TO FPL GROUP ......................................................        $  104    $  103
</TABLE>

This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1998 Form 10-K for FPL 
Group and FPL.




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


<TABLE>
<CAPTION>
											 March 31,     December 31,
											   1999            1998    
											 ---------     ------------

<S>                                                                                      <C>             <C>
ELECTRIC UTILITY PLANT:
  Plant in service, including nuclear fuel and construction work in progress .......     $17,626         $17,464
  Less accumulated depreciation and amortization ...................................      (9,588)         (9,317)
    Electric utility plant - net ...................................................       8,038           8,147

CURRENT ASSETS:
  Cash and cash equivalents ........................................................         486             152
  Customer receivables, net of allowances of $6 and $8, respectively ...............         423             521
  Materials, supplies and fossil fuel inventory - at average cost ..................         241             239
  Other ............................................................................         109             204
    Total current assets ...........................................................       1,259           1,116

OTHER ASSETS:
  Special use funds ................................................................       1,276           1,206
  Other ............................................................................         304             279
    Total other assets .............................................................       1,580           1,485

TOTAL ASSETS .......................................................................     $10,877         $10,748


CAPITALIZATION:
  Common shareholder's equity ......................................................     $ 4,810         $ 4,803
  Preferred stock without sinking fund requirements ................................         226             226
  Long-term debt ...................................................................       2,192           2,191
    Total capitalization ...........................................................       7,228           7,220

CURRENT LIABILITIES:
  Debt and preferred stock due within one year .....................................         230             230
  Accounts payable .................................................................         309             321
  Accrued interest, taxes and other ................................................         884             800
    Total current liabilities ......................................................       1,423           1,351

OTHER LIABILITIES AND DEFERRED CREDITS:
  Accumulated deferred income taxes ................................................         914             887
  Unamortized regulatory and investment tax credits ................................         342             353
  Other ............................................................................         970             937
    Total other liabilities and deferred credits ...................................       2,226           2,177

COMMITMENTS AND CONTINGENCIES

TOTAL CAPITALIZATION AND LIABILITIES ...............................................     $10,877         $10,748
</TABLE>

This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1998 Form 10-K for FPL 
Group and FPL.




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


<TABLE>
<CAPTION>
												 Three Months Ended
												     March 31,      
												 ------------------    
												  1999        1998  
												 ------      ------
<S>                                                                                              <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES .............................................          $  667      $  453

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures ................................................................            (180)       (159)
  Other - net .........................................................................             (51)        (21)
      Net cash used in investing activities ...........................................            (231)       (180)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Retirement of long-term debt and preferred stock ....................................               -        (180)
  Increase in commercial paper ........................................................               -          14
  Dividends ...........................................................................            (102)        (98)
    Net cash used in financing activities .............................................            (102)       (264)

Net increase in cash and cash equivalents .............................................             334           9

Cash and cash equivalents at beginning of period ......................................             152           3

Cash and cash equivalents at end of period ............................................          $  486      $   12

Supplemental disclosures of cash flow information:
  Cash paid for interest ..............................................................          $   39      $   48
  Cash paid for income taxes ..........................................................          $    1      $    -

Supplemental schedule of noncash investing and financing activities:
  Additions to capital lease obligations ..............................................          $   26      $    1
</TABLE>

This report should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements on pages 9 through 12 herein and the Notes 
to Consolidated Financial Statements appearing in the 1998 Form 10-K for FPL 
Group and FPL.




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

The accompanying condensed consolidated financial statements should be read in 
conjunction with the combined 1998 Form 10-K for FPL Group and FPL.  In the 
opinion of FPL Group and FPL management, all adjustments (consisting of normal 
recurring accruals) considered necessary for fair financial statement 
presentation have been made.  Certain amounts included in the prior year's 
consolidated financial statements have been reclassified to conform to the 
current year's presentation.  The results of operations for an interim period 
may not give a true indication of results for the year.

1.  Summary of Significant Accounting and Reporting Policies

Regulation - In March 1999, the FPSC approved an agreement between FPL, the 
State of Florida's Office of Public Counsel (Public Counsel), The Florida 
Industrial Power Users Group (FIPUG) and The Coalition for Equitable Rates 
(Coalition) regarding FPL's retail base rates, authorized regulatory ROE, 
capital structure and other matters.  As a result of the approval of this 
agreement, all matters raised in Public Counsel's petition to the FPSC to 
conduct a full rate proceeding are resolved.  The three-year agreement became 
effective April 15, 1999.

The agreement provides for a $350 million reduction in annual revenue from 
retail base operations allocated to all customers on a cents-per-kilowatt-hour 
basis.  Additionally, the agreement sets forth a revenue sharing mechanism for 
each of the three years covered by the agreement, whereby revenue from retail 
base operations in excess of a stated threshold will be shared with customers 
on the basis of two-thirds refunded to customers and one-third retained by 
FPL.  Revenue from retail base operations in excess of a second threshold will 
be refunded 100% to customers.

The thresholds for the three years are as follows:

						First     Second    Third
						Twelve    Twelve    Twelve
						Months    Months    Months
						   (Millions of Dollars)

Threshold to refund 66 2/3% to customers .....  $3,400    $3,450    $3,500
Threshold to refund 100% to customers ........  $3,556    $3,606    $3,656

In addition to the revenue reductions, the agreement lowers FPL's authorized 
regulatory ROE range to 10% to 12% (down from the previous 11% to 13%).  
During the term of the agreement, the achieved ROE may, from time to time, be 
outside the authorized range and the sharing mechanism described above is 
intended to be the appropriate and exclusive mechanism to address that 
circumstance.  The agreement establishes a cap on FPL's adjusted equity ratio 
of 55.83%.  The adjusted equity ratio reflects a discounted amount for off-
balance sheet obligations under certain long-term purchase power contracts.  
The agreement also includes an allowance for special depreciation of up to 
$100 million at FPL's discretion, in each year of the three-year agreement 
period to be applied to nuclear and fossil generating assets.  The special 
amortization program terminated when the new agreement became effective.  
Approximately $61 million and $30 million of special amortization was recorded 
under this program during the three months ended March 31, 1999 and 1998, 
respectively, and approximately $378 million was recorded in 1998.  Finally, 
included in the agreement are provisions which limit depreciation rates and 
accruals for nuclear decommissioning and fossil dismantlement costs to 
currently approved levels and limit amounts recoverable under the 
environmental cost recovery clause during the three-year term of the 
agreement.

The agreement states that Public Counsel, FIPUG and Coalition will neither 
seek nor support any additional base rate reductions during the three-year 
term of the agreement unless such reduction is initiated by FPL.  Further, FPL 
agreed to not petition for any base rate increases that would take effect 
during the three-year term of the agreement.

Electric Plant, Depreciation and Amortization - In April 1999, the FPSC 
granted final approval on FPL's most recent depreciation studies.

2.  Capitalization

FPL Group Common Stock - During the three months ended March 31, 1999, FPL 
Group repurchased 547,400 shares of common stock, under its share repurchase 
program.  A total of approximately 2.2 million shares have been repurchased 
under the share repurchase program that began in April 1997.

Long-Term Debt - In January 1999, FPL Group Capital Inc (FPL Group Capital) 
redeemed $125 million principal amount of 7.625% debentures, maturing in 2013.  
This redemption resulted in a loss on reacquired debt of approximately $8 
million, which is included in other-net in FPL Group's condensed consolidated 
statements of  income.

In April 1999, FPL sold $225 million principal amount of first mortgage bonds 
maturing in 2009, with an interest rate of 5.875%.  The proceeds will be used 
in May 1999 to redeem approximately $216 million principal amount of first 
mortgage bonds, maturing in 2013, bearing interest at 7.875%.

Long-Term Incentive Plan - Performance shares granted to date under FPL Group's 
long-term incentive plan resulted in assumed incremental shares of common stock 
outstanding for purposes of computing both basic and diluted earnings per share 
for the three months ended March 31, 1999 and 1998.  These incremental shares 
were not material in the periods presented and did not cause diluted earnings 
per share to differ from basic earnings per share.

Other - Comprehensive income of FPL Group totaling $209 million and $109 
million for the three months ended March 31, 1999 and 1998, respectively, 
includes net income and changes in unrealized gains (losses) on securities 
and foreign currency translation adjustments. Accumulated other comprehensive 
income is separately displayed in the condensed consolidated balance sheets 
of FPL Group.

3.  Commitments and Contingencies

Commitments - FPL has made commitments in connection with a portion of its 
projected capital expenditures.  Capital expenditures for the construction or 
acquisition of additional facilities and equipment to meet customer demand are 
estimated to be approximately $2.9 billion for 1999 through 2001.  Included in 
this three-year forecast are capital expenditures for 1999 of approximately 
$900 million, of which $180 million had been spent through March 31, 1999.  
As of March 31, 1999, FPL Energy has made commitments for the acquisition and 
development of independent power projects, including the non-nuclear generating 
assets of Central Maine Power Company (CMP), totaling $1.2 billion.  FPL Group 
and its subsidiaries, other than FPL, have guaranteed approximately $260 
million of purchase power agreement obligations, debt service payments and 
other payments subject to certain contingencies.

Insurance - Liability for accidents at nuclear power plants is governed by the 
Price-Anderson Act, which limits the liability of nuclear reactor owners to 
the amount of the insurance available from private sources and under an 
industry retrospective payment plan.  In accordance with this Act, FPL 
maintains $200 million of private liability insurance, which is the maximum 
obtainable, and participates in a secondary financial protection system under 
which it is subject to retrospective assessments of up to $363 million per 
incident at any nuclear utility reactor in the United States, payable at a 
rate not to exceed $43 million per incident per year.

FPL participates in nuclear insurance mutual companies that provide $2.75 
billion of limited insurance coverage for property damage, decontamination and 
premature decommissioning risks at its nuclear plants.  The proceeds from such 
insurance, however, must first be used for reactor stabilization and site 
decontamination before they can be used for plant repair.  FPL also 
participates in an insurance program that provides limited coverage for 
replacement power costs if a nuclear plant is out of service because of an 
accident.  In the event of an accident at one of FPL's or another 
participating insured's nuclear plants, FPL could be assessed up to $51 
million in retrospective premiums.

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

FPL self-insures the majority of its transmission and distribution (T&D) 
property due to the high cost and limited coverage available from third-party 
insurers.  As approved by the FPSC, FPL maintains a funded storm and property 
insurance reserve, which totaled approximately $266 million at March 31, 1999, 
for T&D property storm damage or assessments under the nuclear insurance 
program. Recovery from customers of any losses in excess of the storm and 
property insurance reserve will require the approval of the FPSC.  FPL's 
available lines of credit include $300 million to provide additional liquidity 
in the event of a T&D property loss.

Contracts - FPL has entered into long-term purchased power and fuel contracts. 
 Take-or-pay purchased power contracts with the Jacksonville Electric 
Authority (JEA) and with subsidiaries of The Southern Company (Southern 
Companies) provide approximately 1,300 megawatts (mw) of power through mid-
2010 and 383 mw thereafter through 2021.  FPL also has various firm pay-for-
performance contracts to purchase approximately 1,000 mw from certain 
cogenerators and small power producers (qualifying facilities) with expiration 
dates ranging from 2002 through 2026.  The purchased power contracts provide 
for capacity and energy payments.  Energy payments are based on the actual 
power taken under these contracts.  Capacity payments for the pay-for-
performance contracts are subject to the qualifying facilities meeting certain 
contract conditions.  Fuel contracts provide for the transportation and supply 
of natural gas and coal.  FPL Energy has long-term contracts for the 
transportation and storage of natural gas to its Doswell plant which expire in 
2007, with a five-year renewal option, and in 2017, respectively.
The required capacity and minimum payments through 2003 under these contracts 
are estimated to be as follows:


					    1999   2000   2001   2002   2003
					    ----   ----   ----   ----   ----
						 (Millions of Dollars)
FPL:
Capacity payments:
  JEA and Southern Companies .............  $210   $210   $210   $210   $200
  Qualifying facilities (a) ..............  $360   $370   $390   $400   $410
Minimum payments, at projected prices:
  Natural gas, including transportation ... $210   $210   $240   $260   $270
  Coal .................................... $ 40   $ 40   $ 30   $ 30   $ 15
FPL Energy:
  Natural gas transportation and storage .. $ 15   $ 15   $ 15   $ 15   $ 15
_______________
(a)  Includes approximately $40 million, $40 million, $40 million, 
     $45 million, and $45 million, respectively, for capacity payments 
     associated with two contracts that are currently in dispute.
     These capacity payments are subject to the outcome of the related 
     litigation.  See Litigation.

Charges under these contracts were as follows:
<TABLE><CAPTION>
								      Three Months Ended March 31,
								   1999 Charges           1998 Charges      
								-------------------    -------------------
									    Energy/                Energy/
								Capacity    Fuel       Capacity    Fuel     
								--------    -------    --------    -------
									  (Millions of Dollars)
<S>                                                              <C>        <C>        <C>        <C>
FPL:
JEA and Southern Companies ...................................   $50(b)     $23(a)     $49(b)     $31(a)
Qualifying facilities ........................................   $75(c)     $21(a)     $74(c)     $25(a)
Natural gas, including transportation.........................   $ -        $75(a)     $ -        $54(a)
Coal .........................................................   $ -        $12(a)     $ -        $13(a)
FPL Energy:
Natural gas transportation and storage........................   $ -        $ 4        $ -        $ 5
_______________
(a)   Recovered through the fuel clause.
(b)   Recovered through base rates and the capacity cost recovery clause
      (capacity clause).
(c)   Recovered through the capacity clause.
</TABLE>


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

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

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

Accounting for Derivative Instruments and Hedging Activities - In June 1998, 
the Financial Accounting Standards Board (FASB) issued Financial Accounting 
Standards No. (FAS) 133, "Accounting for Derivative Instruments and Hedging 
Activities."  The statement establishes accounting and reporting standards 
requiring that every derivative instrument (including certain derivative 
instruments embedded in other contracts) be recorded in the balance sheet as 
either an asset or liability measured at its fair value.  The statement 
requires that changes in the derivative's fair value be recognized currently 
in earnings unless specific hedge accounting criteria are met.  FPL Group and 
FPL are currently assessing the effect, if any, on their financial statements 
of implementing FAS 133.  FPL Group and FPL will be required to adopt the 
standard in 2000.

4.  Segment Information

FPL Group anticipates the independent power segment will become reportable 
during the second quarter of 1999.  FPL Group's segment information for March 
31, 1999 is as follows:


<TABLE><CAPTION>
							 Three Months Ended March 31,                                 
					      1999                                           1998                     
			   ------------------------------------------    ---------------------------------------------               
			   Regulated  Independent  Corporate             Regulated   Independent  Corporate
			    Utility      Power      & Other     Total     Utility       Power      & Other     Total  
			   ---------  -----------  ---------  -------    ---------   -----------  ---------   --------
							      (Millions of Dollars)
<S>                         <C>         <C>          <C>       <C>         <C>         <C>          <C>       <C>
Operating revenues .....    $ 1,359     $   41       $ 12      $ 1,412     $ 1,295     $   23       $ 20      $ 1,338
Net income .............    $   104     $   13       $ 92      $   209     $   103     $    3       $  2      $   108


					 March 31, 1999                              December 31, 1998                
			   ------------------------------------------     -------------------------------------------         
			   Regulated  Independent  Corporate              Regulated  Independent  Corporate
			    Utility      Power      & Other     Total      Utility      Power      & Other     Total   
			   ---------  -----------  ---------  -------     ---------  -----------  ---------  --------
							      (Millions of Dollars)
<S>                         <C>         <C>          <C>       <C>         <C>         <C>          <C>       <C>
Total assets ...........    $10,877     $1,120       $299      $12,296     $10,748     $1,031       $250      $12,029
</TABLE>


5.  Summarized Financial Information of FPL Group Capital

FPL Group Capital's debentures, when outstanding, are guaranteed by FPL Group 
and included in FPL Group's condensed consolidated balance sheets.  Operating 
revenues of FPL Group Capital for the three months ended March 31, 1999 and 
1998 were $54 million and $44 million, respectively.  For the same periods, 
operating expenses were approximately $51 million and $41 million, 
respectively, and net income was approximately $112 million and $11 million, 
respectively.  See Item 2. Management's Discussion and Analysis of Financial 
Condition and Results of Operations.

At March 31, 1999, FPL Group Capital had approximately $341 million of current 
assets, $1.6 billion of noncurrent assets, $511 million of current liabilities 
and $542 million of noncurrent liabilities.  At December 31, 1998, FPL Group 
Capital had current assets of approximately $317 million, noncurrent assets of 
$1.4 billion, current liabilities of $310 million and noncurrent liabilities 
of $703 million.

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

6.  Subsequent Event

On April 7, 1999, FPL Energy completed the purchase of CMP's non-nuclear 
generating assets, which was financed primarily with the issuance of commercial 
paper.  The transaction was closed following the U.S. District Court for the 
Southern District of New York's rejection in March 1999 of FPL Energy's request 
for a declaratory judgment that CMP could not meet essential terms of the 
purchase agreement between the two companies.  The request for declaratory 
judgment was filed because FPL Energy believed that recent FERC rulings 
regarding transmission constituted a material adverse effect under the 
purchase agreement and that FPL Energy should not be bound to complete the 
transaction.

The rulings by the FERC, as well as the announcement of new entrants into the 
market and changes in fuel prices, resulted in an impairment in the value of 
certain assets purchased from CMP.  FPL Group will record an impairment loss in 
the range of $160 million to $180 million ($95 million to $107 million after 
taxes) in the second quarter of 1999, which will reduce 1999 earnings per share 
between $0.56 and $0.63.





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

This discussion should be read in conjunction with the Notes to Condensed 
Consolidated Financial Statements contained herein and Management's Discussion 
and Analysis of Financial Condition and Results of Operations appearing in the 
1998 Form 10-K for FPL Group and FPL.  The results of operations for an interim 
period may not give a true indication of results for the year.  In the 
following discussion, all comparisons are with the corresponding items in the 
prior year.

RESULTS OF OPERATIONS

FPL Group's first quarter earnings benefited from improved results at FPL and 
FPL Energy, partly offset by a premium paid to redeem high cost debt at FPL 
Group Capital and start-up costs for retail marketing activities.  FPL Group's 
first quarter earnings also include an after-tax gain of approximately $96 
million on the sale of an investment in Adelphia Communications Corporation 
(Adelphia) common stock, which was obtained in the mid-1990s when FPL Group 
exited the cable business.  

FPL's net income available to FPL Group increased due to higher customer usage 
and growth in customer accounts, reduced O&M expenses and lower interest 
expense, partially offset by higher depreciation.  FPL's revenues from retail 
base operations for the three months ended March 31, 1999 increased to $762 
million from $750 million for the same period in 1998.  The increase in base 
revenues resulted from increases in energy usage per retail customer of 1.2%, 
primarily due to milder weather conditions in 1998, and a 1.9% increase in 
customer accounts.  Cost recovery clause revenues and franchise fees comprise 
substantially all of the remaining portion of operating revenues.  Such 
revenues represent a pass-through of costs and do not significantly affect net 
income.  Fluctuations in these revenues are primarily driven by changes in 
energy sales, fuel prices and capacity charges.

O&M expenses decreased for the three months ended March 31, 1998 due to cost 
control, despite additional spending associated with the continued improvement 
of service reliability.  Lower interest expense during the first quarter of 
1999 is the result of lower debt balances and the full amortization in 1998 of 
deferred costs associated with reacquired debt as part of the FPSC's approved 
special amortization program.  Depreciation and amortization expense increased 
for the three months ended March 31, 1999 as a result of the sales-related 
amortization recorded under the special amortization program, which is a 
function of retail base revenues.

In March 1999, the FPSC approved an agreement between FPL, Public Counsel and 
certain other interested parties regarding FPL's revenue from retail base 
operations, authorized regulatory ROE, capital structure and other matters.  
As a result of the approval of this agreement, all matters raised in Public 
Counsel's petition to the FPSC to conduct a full rate proceeding are resolved. 
 The three-year agreement began April 15, 1999.

The agreement provides for a $350 million reduction in annual revenue from 
retail base operations allocated to all customers on a cents-per-kilowatt-hour 
basis.  Additionally, the agreement sets forth a revenue sharing mechanism for 
each of the three years covered by the agreement, whereby revenue from retail 
base operations in excess of a stated threshold 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 threshold 
will be refunded 100% to customers.

In addition to the revenue reductions, the agreement lowered FPL's authorized 
ROE range to 10% to 12%.  During the term of the agreement, the achieved ROE 
may, from time to time, be outside the authorized range and the sharing 
mechanism described above is intended to be the appropriate and exclusive 
mechanism to address that circumstance.  The agreement also includes an 
allowance for special depreciation of up to $100 million at FPL's discretion, 
in each year of the three-year agreement period to be applied to nuclear and 
fossil generating assets.  The special amortization program terminated when 
the new agreement became effective.  Approximately $61 million and $30 million 
of special amortization was recorded under this program during the three 
months ended March 31, 1999 and 1998, respectively, and approximately $378 
million was recorded in 1998.  Finally, included in the agreement are 
provisions which limit depreciation rates and accruals for nuclear 
decommissioning and fossil dismantlement costs to currently approved levels 
and limit amounts recoverable under the environmental cost recovery clause 
during the three-year term of the agreement.

The agreement states that Public Counsel, and other interested parties will 
neither seek nor support any additional base rate reductions during the three-
year term of the agreement unless such reduction is initiated by FPL.  
Further, FPL agreed to not petition for any base rate increases that would 
take effect during the three-year term of the agreement.  For information 
concerning regulation see Note 1 - Regulation.

FPL Energy's net income improved for the three months ended March 31, 1999.  
The improvements related to better results from the Doswell project and an 
additional period of operation from FPL Energy's gas-fired plants in 
Massachusetts and New Jersey, which were acquired mid-January 1998.  
Additionally, as of January 1999, FPL Energy assumed the management of the two 
plants in Massachusetts and New Jersey.  Also contributing to the improvement 
was the addition of five new wind projects in California and Oregon, as well 
as the repowering of existing wind projects for increased operational 
efficiencies.

On April 7, 1999, FPL Energy completed the purchase of CMP's non-nuclear 
generating assets, which was financed primarily with the issuance of commercial 
paper.  The transaction was closed following the U.S. District Court for the 
Southern District of New York's rejection in March 1999 of FPL Energy's request 
for a declaratory judgment that CMP could not meet essential terms of the 
purchase agreement between the two companies.  The request for declaratory 
judgment was filed because FPL Energy believed that recent FERC rulings 
regarding transmission constituted a material adverse effect under the 
purchase agreement and that FPL Energy should not be bound to complete the 
transaction.

The rulings by the FERC, as well as the announcement of new entrants into the 
market and changes in fuel prices, resulted in an impairment in the value of 
certain assets purchased from CMP.  FPL Group will record an impairment loss in 
the range of $160 million to $180 million ($95 million to $107 million after 
taxes) in the second quarter of 1999, which will reduce 1999 earnings per share 
between $0.56 and $0.63.

FPL Group is continuing to work to resolve the impact of the year 2000 on the 
processing of information by its computer systems.  As of March 31, 1999 the 
inventory and assessment of the information technology infrastructure, 
computer applications and computerized processes embedded in operating 
equipment have been completed and approximately 90% of the necessary 
modifications have been tested and implemented.  FPL Group continues to be on 
schedule with its multi-phase plan and all phases are expected to be completed 
by mid-1999, except for confirmatory testing at St. Lucie Unit No. 1 and 
remediation at two projects in which FPL Energy has an ownership interest, all 
of which will be completed during scheduled outages in October 1999.  The 
estimated cost of addressing year 2000 issues is not expected to exceed $50 
million, of which approximately 45% had been spent through March 31, 1999.  
Approximately 80% of the total estimate is for the multi-phase plan.  The 
remainder is an estimate for project and inventory contingencies.  FPL Group's 
year 2000 contingency planning is currently underway.  Contingency plans are 
expected to be completed by mid-1999.

LIQUIDITY AND CAPITAL RESOURCES

Using available cash flows from operations, FPL Group Capital redeemed $125 
million principal amount of debentures that were scheduled to mature in 2013. 
 This redemption resulted in a loss on reacquired debt of approximately $8 
million, which is included in other-net in FPL Group's condensed consolidated 
statements of income.  In April 1999, FPL Group borrowed approximately $982 
million of commercial paper primarily to finance the purchase of CMP.  
Additionally, available lines of credit, which support the commercial paper 
program, aggregated approximately $2.4 billion ($900 million for FPL) and $1.9 
billion ($900 million for FPL) at March 31, 1999 and December 31, 1998, 
respectively.  For additional information see Note 6. Additionally, during the 
three months ended March 31, 1999, FPL Group repurchased 547,400 shares of 
common stock.

In April 1999, FPL sold $225 million principal amount of first mortgage bonds 
maturing in 2009.  The proceeds will be used in May 1999 to redeem 
approximately $216 million principal amount of first mortgage bonds, maturing 
in 2013.

These actions are consistent with management's intent to reduce debt and 
preferred stock balances and the number of outstanding shares of common stock. 
 For information concerning capital commitments see Note 3 - Commitments.

PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

(b) 
    Exhibit                                                   FPL
    Number             Description                           Group   FPL
    -------    -----------------------------------------     -----   ---
    
      4        Ninety-ninth Supplemental Indenture dated       x      x
	       as of April 1, 1999 between FPL and Bankers 
	       Trust Company, Trustee
     10        Employment Agreement between FPL Group and 
	       Roger Young dated as of February 22,1999        x
     12(a)     Computation of Ratio of Earnings to Fixed       x
	       Charges
     12(b)     Computation of Ratios                                  x
     27        Financial Data Schedule                         x      x

(b) Reports on Form 8-K

A Current Report on Form 8-K filed with the Securities and Exchange 
Commission on March 17, 1999 by FPL Group and FPL reporting one event 
under Item 5. Other Events.


			      SIGNATURES

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.

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

Date:  April 30,1999
			K. MICHAEL DAVIS        
		---------------------------------        
			K. Michael Davis
   Controller and Chief Accounting Officer of FPL Group, Inc.
	    Vice President, Accounting, Controller and
    Chief Accounting Officer of Florida Power & Light Company
	(Principal Financial Officer of the Registrants)