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

Malek, Frederic V.

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)

Thayer Capital Partners
1455 Pennsylvania Avenue N.W.,
Suite 350

3. I.R.S. Identification Number of
    Reporting Person, if an entity
    (Voluntary)

December 31, 2002

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

(Street)
Washington, D.C. 20004

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

- -

3,300

D

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. Transaction
    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 Shares

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

_ _

4,425.652 ⁽²⁾

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Explanation of Responses:

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

⁽²⁾    Phantom Shares credited to an account for the reporting person pursuant to the FPL Group, Inc. Supplemental Pension Plan for Non-Employee Directors established in connection with termination of the FPL Group, Inc. Non-Employee Director Retirement Plan. Amount shown does not include previously reported cash dividends that would be payable on the Phantom Shares if the reporting person was the record holder of the number of shares of FPL Group, Inc. Common Stock equal to the Phantom Shares credited to the reporting person or previously reported interest on such dividends because such dividends and interest are not accounted for in Phantom Shares.

DENNIS P. COYLE

January 27, 2003

Signature of Reporting Person

Date