EXHIBIT 5.1-B

                            Eaton and Cottrell, P.A.
                            1310 Twenty Fifth Avenue
                           Gulfport, Mississippi 39501
                                  (601)864-9900



                                January 27, 1997


Mississippi Power Company
2992 West Beach
Gulfport, Mississippi  39501

         Re:      Registration Statement on Form S-3

 Ladies and Gentlemen:

         We have acted as counsel to Mississippi Power Company (the "Company")
in connection with the preparation of a Registration Statement on Form S-3,
including a preliminary prospectus and preliminary prospectus supplement (the
"Registration Statement"), which has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of (1) Junior Subordinated Notes (the
"Junior Subordinated Notes") to be issued by the Company, (2) Trust Preferred or
Capital Securities to be issued by Mississippi Power Capital Trust II, and (3)
the Company's Guarantee (as defined in the Registration Statement) with respect
to such Trust Preferred or Capital Securities. The Junior Subordinated Notes
will be issued pursuant to a subordinated note indenture, as supplemented,
between the Company and the trustee named therein (the "Subordinated Note
Indenture") and the Guarantee will be issued pursuant to a guaranty agreement
between the Company and the trustee named therein (the "Guaranty Agreement"), in
each case in the respective forms filed as exhibits to the Registration
Statement.

         We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions, upon the
adoption of appropriate resolutions by the Board of Directors of the Company,
when the Junior Subordinated Notes and the Guarantee have been issued and sold,
when the Subordinated Note Indenture and the Guaranty Agreement have been duly
executed and delivered by the proper officers of the Company and the trustees
named therein, and when the Junior Subordinated Notes and the Guarantee have
been executed, authenticated and delivered in accordance with the terms of the
Subordinated Note Indenture and the Guarantee, as the case may be, the Junior
Subordinated Notes and the Guarantee will be valid, binding and legal
obligations of the Company (subject to applicable bankruptcy, moratorium and
similar laws from time to time in force and to general principles of equity,
whether considered in a proceeding at law or in equity).




Mississippi Power Company

January 27, 1997
Page 2


         We also advise you that we have reviewed certain statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, as
indicated under the caption "Experts" in the prospectus, as to matters of law
and legal conclusions and, in our opinion, such statements are correct.


         We hereby consent to the filing of this opinion as an exhibit to the
aforementioned registration statement and to the statements with respect to our
firm under the captions "Legal Matters" and "Experts" in the prospectus.

                                          Very truly yours,

                                          /s/ Eaton and Cottrell, P.A.

                                          EATON AND COTTRELL, P.A.