Exhibit 26(a)

                        MISSISSIPPI POWER COMPANY

                           ____________


                NOTICE OF INVITATION FOR PROPOSALS


                FOR THE PURCHASE OF FIRST MORTGAGE BONDS
                        AND DEPOSITARY PREFERRED SHARES


      MISSISSIPPI POWER COMPANY is inviting proposals for the purchase from it

of its First Mortgage Bonds and Depositary Preferred Shares (each representing
one-fourth of a share of Preferred Stock, cumulative from the date of issuance
by the  Company, par value  $100 per share)  aggregating up to  $71,596,000 in
principal  amount or  par  value, as  the  case may  be.   The  Bonds  and the
Depositary  Shares each may be issued  and sold by the Company  in one or more

series.  Proposals are to be submitted to the Company  in accordance with such
procedures  and  at  such time  or  times on  such  day  or days  as  shall be
designated by  the Company by notice  to prospective bidders in  writing or by
telephone,  confirmed  in writing,  as provided  in  the terms  and conditions
relating  to  proposals.   Such  notice  or notices  will  also designate  the

principal amount  of  Bonds  or the  number  of Depositary  Shares  for  which
proposals are to be  submitted.  Copies of a prospectus  relating to the Bonds
and  the  Depositary  Shares  and of  the  terms  and  conditions  relating to
proposals  for the  purchase of  the Bonds  and the  Depositary Shares  may be
obtained at the office  of Southern Company Services,  Inc., One Wall  Street,

42nd Floor, New York, N.Y.  Proposals will be considered only from persons who
have received  copies of such prospectus  and only if made  in accordance with
and  subject to such terms and conditions  and any notice given by the Company
pursuant thereto.   Prior to  the acceptance  of any bid,  the bidder will  be
furnished a copy of a prospectus which meets the requirements of Section 10(a)

of the Securities Act of 1933 at that time.


                                    MISSISSIPPI POWER COMPANY


                                          By DWIGHT H. EVANS,
                              President and Chief Executive Officer 


Dated:  November 28, 1995.