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:  May 26, 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT


Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


On May 26, 2006, the board of directors of FPL Group, Inc. (FPL Group) adopted an amendment adding a new Section 9 to Article I of FPL Group's Bylaws, effective immediately. The amendment requires that shareholders provide advance notice to FPL Group in order to make nominations of persons for election to the board of directors or other proposals at shareholder meetings.


A copy of the amendment to the Bylaws is attached hereto as Exhibit 3(ii) and is incorporated by reference herein.




SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS


Item 9.01  Financial Statements and Exhibits


(d) Exhibits

Exhibit
Number


Description

 

 

 

 

 

 

 


3(ii)


Amendment dated May 26, 2006 to the FPL Group, Inc. Bylaws
















SIGNATURE


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:  May 31, 2006

K. MICHAEL DAVIS

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