Exhibit 24.1


January 21, 1997


W. L. Westbrook and Wayne Boston


Dear Sirs:

         Mississippi Power Company proposes to file with the Securities and
Exchange Commission a registration statement or statements under the Securities
Act of 1933 with respect to preferred and capital securities of a statutory
business trust or trusts (or other special purpose entity or entities) and the
related guarantee or guarantees and debt instruments of Mississippi Power
Company in aggregate amount of up to $60,000,000.

         Mississippi Power Company and the undersigned directors and officers of
said Company, individually as a director and/or as an officer of the Company,
hereby make, constitute and appoint each of you our true and lawful Attorney
(with full power of substitution) for each of us and in each of our names,
places and steads to sign and cause to be filed with the Securities and Exchange
Commission the aforementioned registration statement or statements and
appropriate amendment or amendments thereto (including post-effective
amendments), to be accompanied in each case by a prospectus and any
appropriately amended prospectus or supplement thereto and any necessary
exhibits.

         Mississippi Power Company hereby authorizes you or any one of you to
execute said registration statement or statements and any amendments thereto
(including post-effective amendments) on its behalf as attorney-in-fact for it
and its authorized officers, and to file the same as aforesaid.

         The undersigned directors and officers of Mississippi Power Company
hereby authorize you or any one of you to sign said registration statement or
statements on their behalf as attorney-in-fact and to amend, or remedy any
deficiencies with respect to, said registration statement or statements by
appropriate amendment or amendments (including post-effective amendments) and to
file the same as aforesaid.

                                    Yours very truly,

                                    MISSISSIPPI POWER COMPANY



                                    By     /s/Dwight H. Evans
                                              Dwight H. Evans
                                       President and Chief Executive
                                                 Officer





                                      - 2 -




         /s/ Paul J. DeNicola                  /s/ George A. Schloegel
         Paul J. DeNicola                      George A. Schloegel



         /s/ Edwin E. Downer                   /s/ Philip J. Terrell
         Edwin E. Downer                       Philip J. Terrell



         /s/ Dwight H. Evans                   /s/ N. Eugene Warr
         Dwight H. Evans                       N. Eugene Warr



         /s/ Robert S. Gaddis                  /s/ Michael W. Southern
         Robert S. Gaddis                      Michael W. Southern



         /s/ Walter H. Hurt, III               /s/ Frances V. Turnage
         Walter H. Hurt, III                   Frances V. Turnage



         /s/ Aubrey K. Lucas
         Aubrey K. Lucas


                                     - 3 -




Extract from minutes of meeting of the board of directors of Mississippi Power
Company.

                                                - - - - - - - - - -


                  RESOLVED FURTHER: That for the purpose of signing and filing
         with the Securities and Exchange Commission a Registration Statement
         under the Securities Act of 1933 with respect to preferred and capital
         securities of a statutory business trust or trusts (or other special
         purpose entity or entities) and the related guarantee or guarantees and
         debt instruments of Mississippi Power Company, and of amending such
         Registration Statement or remedying any deficiencies with respect
         thereto by appropriate amendment or amendments (both before and after
         such Registration Statement becomes effective), Mississippi Power
         Company, the members of its Board of Directors and its officers are
         authorized to give their several powers of attorney to W. L. Westbrook
         and Wayne Boston in substantially the forms of power of attorney
         presented to this meeting.


                                                - - - - - - - - - -

         The undersigned officer of Mississippi Power Company does hereby
certify that the foregoing is a true and correct copy of resolution duly and
regularly adopted at a meeting of the board of directors of Mississippi Power
Company, duly held on January 21, 1997, at which a quorum was in attendance and
voting throughout, and that said resolution had not since been rescinded but is
still in full force and effect.


Dated  January 27, 1997               MISSISSIPPI POWER COMPANY


                                      By_/s/Wayne Boston
                                             Wayne Boston
                                          Assistant Secretary