From: K_M_Davis@fpl.com
Sent: Monday, August 26, 2002 4:06 PM
To: rule-comments@sec.gov
Cc: Daisy_Jacobs@fpl.com
Subject: File No. S7-22-02


Dear Mr. Katz:

FPL Group, Inc. appreciates the opportunity to respond to the Securities
and Exchange Commission's proposed rule regarding additional Form 8-K
disclosure requirements and acceleration of filing dates. FPL Group is a
public utility holding company. Its operations are primarily conducted
through Florida Power & Light Company, one of the largest investor-owned
electric utility companies in the nation, serving about half the population
of Florida. The Company also owns and operates independent power facilities
through its growing unregulated power generation subsidiary, FPL Energy,
LLC.

Proposed Item 1.01 - Entry into a Material Agreement

FPL Group supports the Commission's efforts to ensure timely disclosure of
material events. We agree with the majority of the Commission's proposals
relating to Form 8-K. However, FPL Group is very concerned with the
proposal that would require companies to disclose material non-binding
agreements, including letters of intent, as specified under proposed Item
1.01.

FPL Group is particularly concerned that disclosure of non-binding
agreements and their terms would result in companies disclosing competitive
information. This could hinder a company's negotiating position with other
counterparties, as well as its overall competitive position if information
is released about it entering or exiting a particular line of business.
Further, we believe that non-binding agreements should not be required to
be disclosed because such agreements are not material until they become
binding. We believe that Item 1.01 should be kept consistent with the
current requirements of Exhibit 10 under Regulation S-K, Item 6.01(b)(10),
which requires the filing of binding contracts and does not require the
filing of non-binding agreements.

Proposed Item 2.03 - Creation of a Direct or Contingent Financial
Obligation That is Material to the Registrant and Proposed Item 2.04 -
Events Triggering a Direct or Contingent Financial Obligation That is
Material to the Registrant

FPL Group's concern with these two items primarily relates to the number of
filings that may be required.  For many companies, contingent obligations
may change frequently in response to changing market conditions.  This
could lead to multiple filings that contribute little, if any, meaningful
information.  FPL Group believes that these types of disclosures should
continue to be required in Forms 10-Q/10-K and that 8-Ks should be required
only when it is probable that a material contingency will occur.

Proposed Item 2.05 - Exit Activities Including Material Write-Offs and
Restructuring Charges and Proposed Item 2.06 - Material Impairments

FPL Group supports the proposed requirement to promptly disclose these
types of charges.  However as written, the proposed rules imply a degree of
definitiveness that does not always exist in practice.  It may not be
possible to have the accounting and valuation issues fully resolved and
quantified to the level implied by the proposals in time for reasonable
management judgment to conclude that it is probable that there will be some
material impact.  We believe that it is more desirable to convey
management's belief that it is probable that there will be a material
impact as soon as possible and to follow-up with specifics as they become
known rather than delaying the determination of 'definitively committing'
to a course of action until all the supporting analyses can be prepared, so
as to comply with the rules as written.  This is consistent with Statement
of Financial Accounting Standard No. 5, "Accounting for Contingencies",
which requires disclosure when a loss becomes probable but cannot be
reasonably estimated.

Proposed Item 5.02 - Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers

FPL Group supports the prompt disclosure of changes in directors and
principal officers in Form 8-Ks.  However, we believe that the principal
officers should be limited to those already required to be designated by
the Commission, i.e. principal executive officer, principal financial
officer and the principal accounting officer. Designations such as
principal operating officer or 'any other person serving in an equivalent
position' are too vague and would lead to confusion upon implementation.
If the Commission feels that disclosure for a broader group of officers is
desired, such positions need to be more clearly identified.

In addition, FPL Group believes that registrants should not be required to
state a reason for departure, termination or reassignment of officers.
These types of changes occur for a number of different reasons, which are
sometimes difficult to specify.  In some cases, while several members of
the senior management team may agree that a particular change should be
made, it is often for different reasons.  Therefore, identifying a specific
reason would be difficult and is likely to result in boilerplate language
rather than meaningful disclosure.  Alternatively, the proposal should be
modified to be consistent with the current disclosure requirement regarding
the resignation of directors, which requires disclosure only if it occurs
because of a disagreement on any matter relating to the registrant's
operations, policies or practices, and if the director furnishes a letter
describing such disagreement.

Timing

FPL Group is also concerned with the proposed requirement of filing 8-Ks
within two business days of  the triggering event. While we understand the
desire for 'real-time' disclosure of material events, it is important to
consider the time it takes to draft meaningful disclosure and to allow time
for thorough review by legal counsel, independent auditors and the audit
committee, if appropriate. The two-day timeframe does not allow sufficient
time for these activities, particularly if any of the reviewers are
traveling. FPL Group supports accelerating the filing of all required 8-Ks
to within five days of the triggering event, with the exception of Item
4.01 - Changes in Registrant's Certifying Accountant and Item 4.02 -
Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report, which we would support a filing deadline of within one business day
of the triggering event.

In addition, FPL Group believes that the Commission should specify a
materiality level that would trigger Form 8-K disclosure wherever possible,
specifically in proposed Items:

2.01 - Completion of Acquisition or Disposition of Assets,
2.03 - Creation of a Direct or Contingent Financial Obligation That Is
Material to the Registrant,
2.04 - Events Triggering a Direct or Contingent Financial Obligation That
is Material to the Registrant,
2.05 - Exit Activities Including Material Write-Offs and Restructuring
Charges,
2.06 - Material Impairments.

We believe that materiality for Form 8-K requirements should be specified
as 10% of assets for those items affecting the balance sheet (Items 2.01,
2.03, 2.04) and as 10% of net income for those items affecting the income
statement (Items 2.05, 2.06). In addition, we support the 10% of revenues
threshold specified in Item 1.03 - Termination or Reduction of Business
Relationship with a Customer.

Respectfully submitted,

K.M. Davis
Controller and Chief Accounting Officer