FORM 5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

W

Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).

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Form 3 Holdings Reported

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Form 4 Transactions Reported

Barrat, Sherry S.

FPL Group, Inc. (FPL)

6. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)

X

Director

10% Owner

Officer (give title below)

Other (specify below)

Northern Trust Bank of California
355 South Grand Avenue, Suite 2600

December 31, 2002

7. Individual or Joint/Group Reporting (Check Applicable Line)

(Street)

Los Angeles, CA 90071

5. If Amendment, Date of
    Original (Month/Year)

X

Form filed by One Reporting Person

(City)          (State)      (Zip)

Form filed by More than One Reporting Person

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

2. Transaction
    Date


(Month/
Day/
Year)

2A.
Deemed
Execution
Date, if any

(Month/
Day/
Year)

3. Transaction Code

4. Securities Acquired (A)
    or Disposed of (D)

5. Amount of
    Securities
    Beneficially
    Owned at
    End of
    Issuer's
    Fiscal Year

6. Ownership
    Form: Direct
    (D) or
    Indirect (I)

7. Nature of
    Indirect
    Beneficial
    Ownership

Amount

A or D

Price

Common Stock

1/02/02

- -

A ⁽¹⁾

700

A

- -

2,500

D

Common Stock

- -

- -

- -

- -

- -

- -

1,000

I

By Sherry S. Barrat IRA Trust

FORM 5 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
 (e.g., puts, calls, warrants, options, convertible securities)

1. Title of
    Derivative
    Security

3A.
Deemed
Execu-
tion Date,
if any

(Month/
Day/
Year

4. Trans-    action
    Code

5. Number of
    Derivative
    Securities
    Acquired (A)
    or Disposed
    of (D)

6. Date Exercisable
    and Expiration Date
    (Month/Day/Year)

7. Title and Amount
    of Underlying
    Securities

8. Price of
    Derivative
    Security

9. Number of
    Derivative
    Securities
    Beneficially
    Owned at
    End of
    Year

10. Ownership
      of
      Derivative
      Security:
      Direct (D)
      or Indirect
      (I)

11. Nature of
      Indirect
      Beneficial
      Ownership

A

D

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Stock Units

(2)

(2)

_ _

A

879.3007

(2)

(2)

Common Stock

(2)

(2)

4,435.9315  ⁽³⁾

D

Explanation of Responses:

⁽¹⁾    Restricted stock grant made pursuant to the FPL Group, Inc. Non-Employee Directors Stock Plan.

⁽²⁾    Phantom Stock Units reported above APPROXIMATE the number of phantom shares of FPL Group Common Stock attributable to phantom units credited to the reporting person's account under the FPL Group, Inc. Deferred Compensation Plan during the period from 1/01/02 through 8/28/02. Compensation deferred under the Plan is deemed to be invested in a number of unfunded theoretical units equal to the number of "units" which would have been credited if the deferred compensation had been invested in FPL Group's company stock fund in its Thrift Plan (the "Stock Fund"). The Stock Fund is accounted for in "units" of a unitized pool of stock and cash, with the value of each "unit" determined by reference to the closing price of FPL Group Common Stock on the New York Stock Exchange on any given date. PHANTOM STOCK UNITS REPORTED ABOVE ARE ESTIMATED based on the number of shares of FPL Group Common Stock in the Stock Fund represented by each "unit" of the Stock Fund on a given date, multiplied by the number of theoretical units credited to the reporting person upon a deferral or held at the end of the period. Accounts are payable only in cash at the end of the deferral period. This filing is not an admission that Phantom Stock Units or the theoretical units of the Stock Fund are derivative securities.

⁽³⁾    Differences in holdings on any given date may result from varying percentages of cash and stock held in the Stock Fund on different dates.

DENNIS P. COYLE

January 27, 2003

Signature of Reporting Person

Date