UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 8-K





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




Date of earliest event reported:  August 18, 2006


Commission
File
Number

Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number

IRS Employer
Identification
Number


1-8841


FPL GROUP, INC.
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000


59-2449419



State or other jurisdiction of incorporation or organization:  Florida



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

SECTION 8 - OTHER EVENTS


Item 8.01  Other Events


On August 18, 2006, FPL Group Capital Inc (FPL Group Capital), a wholly-owned subsidiary of FPL Group, Inc. (FPL Group), sold $600 million principal amount of debentures bearing interest at 5 5/8% per year and maturing September 1, 2011, pursuant to two different registration statements filed at different times with the Securities and Exchange Commission (Registration Statement Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-102173-03 declared effective on April 3, 2003 and Registration Statement Nos. 333-116209, 333-116209-01, 333-116209-02, 333-116209-03, 333-116209-04 and 333-116209-05 declared effective on August 19, 2004) and a Prospectus Supplement dated August 15, 2006 to a Prospectus dated August 19, 2004.  This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with that offering.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS


Item 9.01  Financial Statements and Exhibits

(d)

Exhibits


The following exhibits are being filed pursuant to Item 8.01 herein.


Exhibit
Number



Description


4


Officer's Certificate of FPL Group Capital, dated August 18, 2006, creating the 5 5/8% Debentures, Series due September 1, 2011


5(a)


Opinion and Consent of Squire, Sanders & Dempsey L.L.P., counsel to FPL Group and FPL Group Capital


5(b)


Opinion and Consent of Thelen Reid & Priest LLP, co-counsel to FPL Group and FPL Group Capital










SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


FPL GROUP, INC.
(Registrant)


Date:  August 18, 2006

 

K. MICHAEL DAVIS

K. Michael Davis

Controller and Chief Accounting Officer of FPL Group, Inc.
(Principal Accounting Officer of the Registrant)