UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 11-K

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


For the fiscal year ended December 31, 2002


OR


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

Commission File Number 1-8841

FPL Energy Operating Services, Inc.
Employee Thrift Plan
(Full title of the plan)

FPL GROUP, INC.
(Name of issuer of the securities held pursuant to the plan)

700 Universe Boulevard
Juno Beach, Florida 33408
(Address of principal executive office)

INDEPENDENT AUDITORS' REPORT

TO THE PARTICIPANTS AND THE EMPLOYEE BENEFIT PLANS ADMINISTRATIVE COMMITTEE:

We have audited the accompanying statements of net assets available for benefits of the FPL Energy Operating Services, Inc. Employee Thrift Plan (the "Plan") as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2002 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

DELOITTE & TOUCHE LLP

Certified Public Accountants

Miami, Florida
June 26, 2003

FPL ENERGY OPERATING SERVICES, INC.
EMPLOYEE THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,

2002

2001

ASSETS

Accrued interest receivable - Leveraged ESOP Account

$

3

$

4

General investments

9,344,602

8,105,333

Employer securities, at fair value:

    Employer securities held in the Master Trust

2,728,698

1,781,385

    Leveraged ESOP employer securities

3,033,573

2,416,589

        Total employer securities

5,762,271

4,197,974

Total

15,106,876

12,303,311

LIABILITIES

Interest payable - Leveraged ESOP Account

6,811

5,677

Acquisition indebtedness of Leveraged ESOP

2,108,789

1,768,249

Total

2,115,600

1,773,926

NET ASSETS AVAILABLE FOR BENEFITS

$

12,991,276

$

10,529,385

The accompanying Notes to Financial Statements are an integral part of these statements.

FPL ENERGY OPERATING SERVICES, INC.
EMPLOYEE THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31, 2002

ADDITIONS

Contributions:

    Received from Participants

$

2,733,545

    Noncash contributions (from employer)

845,175

        Total contributions

$

3,578,720

Earnings (losses) on investments:

    Interest:

        Interest-bearing cash

11,022

        Other loans (Participant loans)

61,930

            Total interest

72,952

    Net appreciation (depreciation) in fair value of investments:

        Master trust

295,875

        Registered investment companies

(1,353,841

)

            Total net depreciation in fair value of investments

(1,057,966

)

Total

2,593,706

DEDUCTIONS

Benefit payments to Participants or beneficiaries

1,320,966

Corrective distributions

383

Deemed distributions of Participant loans

7,080

Administrative expenses

3,006

Total

1,331,435

NET INCREASE

1,262,271

TRANSFERS

Transfers to the Plan - net

924,311

Effect of current year Leveraged ESOP activity

275,309

Total transfers to the Plan

1,199,620

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2001

10,529,385

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2002

$

12,991,276

The accompanying Notes to Financial Statements are an integral part of these statements.

FPL ENERGY OPERATING SERVICES, INC.
EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 2002

1.  Description of the Plan and Significant Accounting Policies

The Plan

The following description of the FPL Energy Operating Services, Inc. Employee Thrift Plan (Plan) provides only general information. Participating employees (Participants) should refer to the Summary Plan Description in their employee handbook for a more complete description of the Plan. Fidelity Management Trust Company (Trustee) administers the trust (Trust) established under the Plan, the FPL Group Employee Thrift Plan (Group Plan) and the Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company (FPL Bargaining Plan).

The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The portion of the Plan investing in common stock (Common Stock) of FPL Group, Inc. (FPL Group) has been designated as an employee stock ownership plan. Participation in the Plan is voluntary. Employees are eligible to participate in the Plan on the first day of the month coincident with the completion of one full month of service with FPL Energy Operating Services, Inc. (Company) or on the first day of any payroll period thereafter. The Plan was amended in 2002 to include the addition of non-bargaining transition employees and new hires of FPL Energy Seabrook, LLC (Seabrook), which was acquired November 1, 2002. Upon acquisition, Seabrook non-bargaining employees (Seabrook transition employees) were eligible to participate in the plan immediately. Seabrook non-bargaining employees hired on or after November 1, 2002 fall under the same plan provisions as other Company employees. The Plan includes a cash or deferred compensation arrangement (Tax Saver Option) permitted by Section 401(k) of the Internal Revenue Code of 1986, as amended (Code). The Tax Saver Option permits Participants to elect to defer federal income taxes on all or a portion of their contributions (Tax Saver Contributions) until they are distributed from the Plan. Under the new tax laws in effect as of January 1, 2002, the limitation on Tax Saver Contributions was increased to $11,000 and an additional $1,000 for each year thereafter through 2006. In addition, individuals age 50 or older who contributed the maximum allowable under the Plan had the option of contributing up to an additional $1,000 in Tax Saver Contributions for 2002. This catch-up amount increases an additional $1,000 for each year between 2003 and 2006.

The Plan also includes leveraged employee stock ownership plan (Leveraged ESOP) provisions. The Leveraged ESOP is a stock bonus plan within the meaning of Treasury Regulation Section 1.401-1(b)(1)(iii) that is qualified under Section 401(a) of the Code and is designed to invest primarily in Common Stock. Pursuant to the Leveraged ESOP, the Trust purchased Common Stock from FPL Group using the proceeds of a loan (Acquisition Indebtedness) from FPL Group Capital Inc (FPL Group Capital), a subsidiary of FPL Group (see Note 3). The Common Stock acquired by the Trust is initially held in a separate account (Leveraged ESOP Account). As the Acquisition Indebtedness (including interest) is repaid, each Participant's account is allocated its portion of Common Stock released from the Leveraged ESOP Account.

Commencing January 1, 2002, the Company had in place a Dividend Payout Program which enabled Participants to choose how their dividends on certain shares of Common Stock held in the Plan were to be paid. Dividends on Common Stock acquired through the Leveraged ESOP do not qualify under this program. The options available to Participants include reinvestment of dividends in Common Stock; distribution of dividends in cash; or a partial distribution with the balance reinvested in Common Stock.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, Participants will become 100 percent vested in their accounts.

Contributions, Loans, Withdrawals and Transfers to (from) the Plan

The Plan provides for basic contributions by eligible employees, other than Seabrook transition employees, in whole percentages from 1% to 7% of their base compensation plus certain other forms of compensation (Earnings), which is matched in part by the Company with shares of Common Stock. For basic Tax Saver Contributions or contributions made on an after-tax basis, the Company match is 100% on the first 3% of a Participant's Earnings, 50% on the next 3% and 25% on the last 1%. The Plan also provides for supplemental contributions by Participants to be made in whole percentages from 1% to 13% of their Earnings, bringing the total maximum contributions to 20%. Supplemental contributions are not matched by the Company. Contributions are subject to certain limitations. Effective November 1, 2002, the Seabrook transition employees could elect to contribute up to a combined pretax and after-tax maximum of 25%. Seabrook transition employees received Company matching contributions on the first 3% of Earnings on a pretax basis. Effective April 1, 2003, after-tax contributions were also included for purposes of calculating Company match for a combined pretax and after-tax contribution of up to 3% of Earnings. Beginning January 1, 2003, the basic and supplemental Tax Saver Contributions will be combined into one pretax contribution category and the basic and supplemental after-tax contributions will be combined into one after-tax contribution category. Company matching contributions will remain the same.

The value of a Participant's contributions (including all income, gains and losses) is at all times 100% vested. For Seabrook transition employees, Company matching contributions are fully vested immediately but they must complete six months of service before they are eligible for Company matching contributions. Effective April 1, 2003, Seabrook transition employees will be immediately eligible for Company matching contributions after completing one full month of service. For all others, Company matching contributions vest at a rate of 20% each year and are fully vested upon a Participant attaining five years of service. An employee may also receive vesting credit for prior years of service with FPL Group or any of its subsidiaries.

The Plan's investment options include fourteen core funds, as well as a wide variety of mutual funds. The core funds are comprised of eleven "mix your own" investment options and three "pre-mixed" investment strategies. The "mix your own" investment options include various mutual funds, a separately managed portfolio of short- and long-term investment contracts, a small-capitalization equity index fund and Common Stock. The "pre-mixed" investment strategy options are made up of different allocations of investment options providing various combinations of stocks and fixed income investments.

The Plan allows Participants, at any time, to change their contribution percentage, to change their investment option allocation for future contributions or to transfer their account balance attributable to Participant contributions from one investment option to another. At December 31, 2002, the number of Participants contributing to the Plan was 1,151. Company contributions are primarily made from Common Stock shares released from the Leveraged ESOP Account. Forfeitures of non-vested Company contributions due to termination of Plan participation are used to reduce the amount of future Company contributions to the Plan or may be applied to administrative expenses. A Participant who has attained at least the age of 50 and completed five years of service will be permitted to transfer all or any portion of Company contributions made to his or her account and any earnings thereon to one or more of the other investment options. Any future Company contributions will continue to be invested in Common Stock.

A Participant may borrow from his or her account a minimum of $1,000 up to a maximum of $50,000 or 50% of the vested value of the Participant's account, whichever is less. The vested portion of a Participant's account will be pledged as security for the loan. The rate of interest for loans is determined taking into account prime rate at the time of origination. The interest rate for Participant loans is fixed and ranged from 4.75% to 10.50% for loans outstanding at December 31, 2002.

Withdrawals by Participants from their accounts during their employment are permitted with certain penalties and restrictions. The penalties limit a Participant's contributions to the Plan for varying periods following a withdrawal.

Transfers to (from) the Plan generally represent net transfers between the Plan and either the Group Plan or the FPL Bargaining Plan. The majority of transfers arise as a result of Participants transferring their employment between the Company and other FPL Group subsidiaries.

Basis of Accounting

The financial statements of the Plan are prepared using the accrual basis of accounting. Investment income and interest income on loans to Participants is recognized when earned. Contributions by Participants and Company contributions are accrued on the basis of amounts withheld through payroll deductions. Distributions to Participants are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan's investments are stated at fair value, except insurance and financial institution investment contracts which are stated at contract value (see Investment Contracts below). Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Common Stock is valued at its quoted market price. Loans to Participants are valued at cost, which approximates fair value. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility, which could result in changes in the value of such securities.

Purchases and sales of investment securities are recorded on the trade date. Gains or losses on sales of investment securities are determined using the carrying amount of the securities. The carrying amounts of securities held in Participant accounts are adjusted daily; securities held in the Leveraged ESOP Account (see Note 2) are adjusted annually. Unrealized appreciation or depreciation is recorded to recognize changes in market value.

Investment Contracts

The Plan has entered into investment contracts with various insurance companies and financial institutions. The contracts are fully benefit responsive and are included in the financial statements at contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses). There are no reserves against contract values for credit risk of the contract issuer or otherwise. At December 31, 2002, the contract value and fair value of investment contracts were $790,000 and $822,000, respectively. At December 31, 2001, the contract value and fair value of investment contracts were $589,000 and $605,000, respectively. The average yield for the portfolio of investment contracts was 4.91% and 5.69% for 2002 and 2001, respectively. The crediting interest rate at December 31, 2002 and 2001 was 4.96% and 5.29%, respectively. The crediting interest rate is based on an agreed-upon formula with the issuers, but cannot be less than zero. See Note 8.

2.  Employee Stock Ownership Plan Account Allocation

The assets, liabilities and net income of the Leveraged ESOP Account are not considered plan assets but are for the joint benefit of the Plan, the FPL Bargaining Plan and the Group Plan. The Leveraged ESOP Account is allocated for financial reporting purposes based on each plan's relative net assets. The Plan's allocation of Common Stock held in the Leveraged ESOP Account (employer securities), Acquisition Indebtedness and interest payable have been reflected in the Statements of Net Assets Available for Benefits, but are not available for, or the obligation of, Plan Participants. The employer securities will be released from the Leveraged ESOP Account and allocated to accounts of Participants under the Plan in satisfaction of part or all of the Company's matching contribution obligation under the Plan as the Acquisition Indebtedness is repaid (see Note 3). ESOP shares allocated to date are classified as employer securities held in the Master Trust on the Statements of Net Assets Available for Benefits. The Acquisition Indebtedness will be repaid from dividends on the shares acquired by the Leveraged ESOP Account, as well as from cash contributions from FPL Group. The net effect of a change in the allocation percentage from year to year is reported as a transfer to or from the Plan. The value of the shares allocated to accounts of participants under the plans is not affected by these allocations.

Condensed financial statements of the Leveraged ESOP Account are presented below, indicating the allocations made to each plan. The effect of current year Leveraged ESOP activity on net assets is included in transfers to (from) the plan in the financial statements of each plan. Allocation of shares to the plans is presented as noncash contributions in the financial statements of each plan.

Total
Leveraged ESOP
Account

The Group Plan

The FPL
Bargaining
Plan

The Plan

Allocation percentage

100.0%

70.5%

28.7%

0.8%

Accrued interest

$

427

$

301

$

123

$

3

Employer securities

385,656,323

271,828,316

110,794,434

3,033,573

    Total assets

385,656,750

271,828,617

110,794,557

3,033,576

Interest payable

865,928

610,346

248,771

6,811

Acquisition indebtedness

268,089,070

188,961,508

77,018,773

2,108,789

    Total liabilities

268,954,998

189,571,854

77,267,544

2,115,600

Net assets at December 31, 2002

$

116,701,752

$

82,256,763

$

33,527,013

$

917,976

Contributions received from employer

$

23,812,860

Interest income

2,802

Dividends

15,527,477

Net appreciation in fair value of investments

24,135,875

    Total

63,479,014

Interest expense

27,349,696

Net income

36,129,318

$

25,465,605

$

10,379,521

$

284,192

Allocation of shares to plans

(24,045,350

)

(16,663,086

)

(6,537,089

)

(845,175

)

Transfers to (from) the plan

-

(707,629

)

(128,663

)

836,292

Effect of current year leveraged ESOP

    activity on net assets

12,083,968

8,094,890

3,713,769

275,309

Net assets at December 31, 2001

104,617,784

74,161,873

29,813,244

642,667

Net assets at December 31, 2002

$

116,701,752

$

82,256,763

$

33,527,013

$

917,976

3.  Acquisition Indebtedness

In December 1990, the Trust, which holds plan assets for the Plan, the FPL Bargaining Plan and the Group Plan, borrowed $360 million from FPL Group Capital to purchase approximately 12.4 million shares of Common Stock. The Acquisition Indebtedness is currently scheduled to mature in 2018, bears interest at a fixed rate of 9.69% per year and is to be repaid using dividends received on both Common Stock held by the Leveraged ESOP Account and ESOP shares allocated to accounts of participants under the plans, along with cash contributions from FPL Group. For those dividends on shares allocated to accounts of participants under the plans used to repay the loan, additional shares, equal in value to those dividends, will be allocated to accounts of participants under the plans. In 2002, dividends received from shares held by the Leveraged ESOP Account and shares allocated to accounts of participants under the plans totaled approximately $15,527,000 and $7,823,000, respectively. Cash contributed in 2002 by FPL Group for the debt service shortfall totaled approximately $23,813,000.

The unallocated shares of Common Stock acquired with the proceeds of the Acquisition Indebtedness are collateral for the Acquisition Indebtedness. As principal payments are made, a percentage of Common Stock is released as collateral and becomes available to satisfy matching contributions, as well as to repay dividends on ESOP shares allocated to accounts of participants under the plans for debt service. During 2002, 561,275 shares of Common Stock were released as collateral for the Acquisition Indebtedness. The scheduled principal repayments of the Acquisition Indebtedness for the next five years and thereafter are as follows: 2003 - $5,023,600; 2004 - $5,604,000; 2005 - $6,200,000; 2006 - $8,408,000; 2007 - $9,645,600 and thereafter - $233,207,870.

See Note 2 for information on the Plan's allocation percentage of the Acquisition Indebtedness.

4.  Parties-In-Interest Transactions

Company contributions are primarily made in Common Stock released from the Leveraged ESOP Account or in cash which is used by the Trustee to purchase Common Stock. Such amounts are reported as noncash contributions (from employer) and contributions received from employer, respectively. During 2002, all Company contributions were made in Common Stock released from the Leveraged ESOP Account.

Dividend income earned by the Plan results from dividends on Common Stock. Dividends on shares held in the Leveraged ESOP Account were used to repay the Acquisition Indebtedness (see Note 3). Certain dividends on shares held in Participants' accounts are reinvested in Common Stock for the benefit of its Participants pursuant to FPL Group's Dividend Reinvestment and Common Share Purchase Plan in which the Trustee participates.

5.  Investments

Investments that represent five percent or more of the Plan's net assets available for benefits are as follows:

December 31,

2002

2001

Dreyfus Founders Worldwide Growth

$

525,225

$

829,636

Fidelity Fund

474,774

653,543

Fidelity Equity-Income

645,459

837,725

Fidelity Blue Chip Growth

813,598

1,174,471

Fidelity Retirement Government Money Market

972,045

605,986

FPL Managed Income Fund

634,662

572,678

FPL Group Stock Fund ⁽²⁾

842,834

742,928

FPL Group Stock LESOP Fund ⁽³⁾

1,903,443

1,052,466

Loans to Participants

708,759

821,156

_____________________

(1)

Does not represent five percent or more of Plan net assets; amount shown for comparability.

(2)

Includes short-term investments of $2,913 and $5,631 at December 31, 2002 and 2001, respectively, to provide liquidity.

(3)

Represents Company matching contributions in Common Stock which are nonparticipant-directed investments of the Plan. Includes short-term investments of $14,666 and $8,378 at December 31, 2002 and 2001, respectively, to provide liquidity.

6.  Income Taxes

In August 2001, the Company received from the Internal Revenue Service (IRS) a favorable determination that the Plan, as amended and restated effective April 12, 2000, met the requirements of Section 401 of the Code. The Trust established under the Plan will generally be exempt from federal income taxes under Section 501(a) of the Code; Company contributions paid to the Trust under the Plan will be allowable federal income tax deductions of the Company subject to the conditions and limitations of Section 404 of the Code; and the Plan will meet the requirements of Section 401(k) of the Code allowing Tax Saver Contributions to be exempt from federal income tax at the time such contributions are made, provided that in operation the Plan and Trust meet the applicable provisions of the Code. In addition, FPL Group will be able to claim an income tax deduction for dividends used to repay the Acquisition Indebtedness and for dividends distributed directly to Participants. In 2002, the tax laws were changed to expand the deductibility of dividends on Common Stock to include all dividends, whether distributed or reinvested in Common Stock, as long as all Participants are given the option to receive a distribution in cash.

Company contributions to the Plan on a Participant's behalf, Participant's Tax Saver Contributions, and the earnings thereon generally are not taxable to the Participant until such Company contributions, Tax Saver Contributions, and earnings from investments are distributed or withdrawn. A loan from a Participant's account generally will not represent a taxable distribution if the loan is repaid in a timely manner and does not exceed certain limitations.

7.  Expenses

Certain fees, such as annual account maintenance and investment management fees, are paid by Plan Participants. Beginning with the fourth quarter of 2002, the annual account maintenance fee that had been charged quarterly to participants' accounts will no longer be charged. Trustee's fees and expenses are paid by FPL Energy, LLC (which may charge the Company) and, therefore, are not reflected in the financial statements.

8.  Master Trust

A portion of the Plan's investments are in a master trust (Master Trust) which was established for the investment of assets of the Plan, the FPL Bargaining Plan and the Group Plan. Each participating plan has an undivided interest in the Master Trust. The assets of the Master Trust are held by the Trustee. The assets, income and expenses are allocated among the participating plans in proportion to the fair value of the net assets invested in each plan.

A summary of participating interest in and financial statements for the Master Trust follows.

Percent of
Interest in Master Trust

December 31,

2002

2001

FPL MANAGED INCOME PORTFOLIO
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002

74.8%

76.9%

Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
    Florida Power & Light Company
EIN 59-0247775
PN 003

25.0%

22.9%

FPL Energy Operating Services, Inc. Employee Thrift Plan
EIN 65-0471798
PN 001

0.2%

0.2%

CONSERVATIVE INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002

80.4%

77.1%

Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
    Florida Power & Light Company
EIN 59-0247775
PN 003

18.2%

22.0%

FPL Energy Operating Services, Inc. Employee Thrift Plan
EIN 65-0471798
PN 001

1.4%

0.9%

Percent of
Interest in Master Trust

December 31,

2002

2001

MODERATE GROWTH INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002

75.8%

74.8%

Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
    Florida Power & Light Company
EIN 59-0247775
PN 003

23.9%

25.2%

FPL Energy Operating Services, Inc. Employee Thrift Plan
EIN 65-0471798
PN 001

0.3%

0.0%

LONG-TERM GROWTH INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002

71.7%

71.1%

Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
    Florida Power & Light Company
EIN 59-0247775
PN 003

28.1%

28.9%

FPL Energy Operating Services, Inc. Employee Thrift Plan
EIN 65-0471798
PN 001

0.2%

0.0%

FPL Group Stock Fund
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002

66.2%

67.1%

Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
    Florida Power & Light Company
EIN 59-0247775
PN 003

33.5%

32.7%

FPL Energy Operating Services, Inc. Employee Thrift Plan
EIN 65-0471798
PN 001

0.3%

0.2%

FPL Group Stock LESOP Fund
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002

71.2%

71.4%

Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
    Florida Power & Light Company
EIN 59-0247775
PN 003

27.9%

28.0%

FPL Energy Operating Services, Inc. Employee Thrift Plan
EIN 65-0471798
PN 001

0.9%

0.6%

FPL MANAGED INCOME PORTFOLIO

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,

2002

2001

ASSETS

General investments:

    Value of unallocated insurance and financial institution contracts

$

324,025,276

$

258,419,221

Total

324,025,276

258,419,221

LIABILITIES

4,850,145

-

NET ASSETS AVAILABLE FOR BENEFITS

$

319,175,131

$

258,419,221

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2002

ADDITIONS

Contributions received from Participants

$

8,315,590

Earnings on investments:

    Interest

13,433,619

Total

21,749,209

DEDUCTIONS

Benefit payments to Participants or beneficiaries

28,363,290

Account maintenance fees

9,243

Total

28,372,533

NET DECREASE

(6,623,324

)

TRANSFERS

Transfers into fund

394,500,618

Transfers out of fund

(327,121,384

)

Net transfers

67,379,234

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2001

258,419,221

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2002

$

319,175,131

CONSERVATIVE INVESTMENT STRATEGY

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,

2002

2001

ASSETS

Receivables:

    Income

$

59,243

$

76,641

    Other

51

47,100

        Total receivables

59,294

123,741

General investments:

    Value of unallocated insurance and financial institution contracts

9,458,818

10,675,074

    Mutual funds

9,000,545

10,533,453

        Total general investments

18,459,363

21,208,527

Total

18,518,657

21,332,268

LIABILITIES

142,999

128

NET ASSETS AVAILABLE FOR BENEFITS

$

18,375,658

$

21,332,140

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2002

ADDITIONS

Contributions received from Participants

$

559,293

Earnings (losses) on investments:

    Interest

517,156

    Dividends

348,365

    Net depreciation in fair value of investments

(939,740

)

Total

485,074

DEDUCTIONS

Benefit payments to Participants or beneficiaries

1,313,261

Account maintenance fees

1,186

Total

1,314,447

NET DECREASE

(829,373

)

TRANSFERS

Transfers into fund

3,139,350

Transfers out of fund

(5,266,459

)

Net transfers

(2,127,109

)

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2001

21,332,140

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2002

$

18,375,658

MODERATE GROWTH INVESTMENT STRATEGY

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,

2002

2001

ASSETS

Receivables:

    Income

$

128,524

$

179,402

    Other

605

25

      Total receivables

129,129

179,427

General investments:

    Value of unallocated insurance and financial institution contracts

16,440,242

19,067,064

    Mutual funds

47,306,187

57,909,195

        Total general investments

63,746,429

76,976,259

Total

63,875,558

77,155,686

LIABILITIES

246,084

4,754

NET ASSETS AVAILABLE FOR BENEFITS

$

63,629,474

$

77,150,932

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2002

ADDITIONS

Contributions received from Participants

$

2,819,583

Earnings (losses) on investments:

    Interest

896,027

    Dividends

1,432,833

    Net depreciation in fair value of investments

(7,892,428

)

Total

(2,743,985

)

DEDUCTIONS

Benefit payments to Participants or beneficiaries

3,640,207

Account maintenance fees

5,762

Total

3,645,969

NET DECREASE

(6,389,954

)

TRANSFERS

Transfers into fund

5,844,822

Transfers out of fund

(12,976,326

)

Net transfers

(7,131,504

)

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2001

77,150,932

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2002

$

63,629,474

LONG-TERM GROWTH INVESTMENT STRATEGY

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,

2002

2001

ASSETS

Receivables:

    Income

$

69,181

$

99,017

    Other

14,516

-

      Total receivables

83,697

99,017

General investments:

    Value of unallocated insurance and financial institution contracts

7,246,428

8,571,304

    Mutual funds

62,493,918

76,627,483

        Total general investments

69,740,346

85,198,787

Total

69,824,043

85,297,804

LIABILITIES

114,960

101,333

NET ASSETS AVAILABLE FOR BENEFITS

$

69,709,083

$

85,196,471

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2002

ADDITIONS

Contributions received from Participants

$

4,632,298

Earnings (losses) on investments:

    Interest

391,201

    Dividends

1,443,545

    Net depreciation in fair value of investments

(12,857,962

)

Total

(6,390,918

)

DEDUCTIONS

Benefit payments to Participants or beneficiaries

2,452,314

Account maintenance fees

8,185

Total