EXHIBIT 4.3-B


                              CERTIFICATE OF TRUST
                                       OF
                           GULF POWER CAPITAL TRUST II


     THIS  CERTIFICATE  OF TRUST of Gulf Power Capital  Trust II (the  "Trust"),
dated December 26, 1996, is being duly executed and filed by the undersigned, as
trustee of the Trust, to form a business trust under the Delaware Business Trust
Act (12 Del. C. Section 3801, et seq.).

     1. Name.  The name of the business  trust being formed hereby is Gulf Power
Capital Trust II.

     2. Delaware  Trustee.  The name and business  address of the trustee of the
Trust with a principal  place of  business  in the State of  Delaware  are Chase
Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801.

     3. Effective Date.  This  Certificate of Trust shall be effective as of its
filing.

     IN WITNESS WHEREOF,  the undersigned,  being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.


                                        CHASE MANHATTAN BANK DELAWARE,
                                        as Delaware Trustee


                                        By: /s/John J. Cashin
                                            Name:    John J. Cashin
                                            Title:   Senior Trust Officer