MANAGEMENT'S REPORT
Mississippi Power Company 1998 Annual Report
                                                                  
The management of Mississippi Power Company has prepared--and is responsible
for--the financial statements and related information included in this report.
These statements were prepared in accordance with generally accepted accounting
principles appropriate in the circumstances and necessarily include amounts that
are based on best estimates and judgments of management. Financial information
throughout this annual report is consistent with the financial statements.

    The Company maintains a system of internal accounting controls to provide
reasonable assurance that assets are safeguarded and that books and records
reflect only authorized transactions of the Company. Limitations exist in any
system of internal controls, however, based upon a recognition that the cost of
the system should not exceed its benefits. The Company believes its system of
internal accounting control maintains an appropriate cost/benefit relationship.

    The Company's system of internal accounting controls is evaluated on an
ongoing basis by the internal audit staff. The Company's independent public
accountants also consider certain elements of the internal control system in
order to determine their auditing procedures for the purpose of expressing an
opinion on the financial statements.

    The audit committee of the board of directors, composed of four directors
who are not employees, provides a broad overview of management's financial
reporting and control functions. Periodically, this committee meets with
management, the internal auditors, and the independent public accountants to
ensure that these groups are fulfilling their obligations and to discuss
auditing, internal controls, and financial reporting matters. The internal
auditors and independent public accountants have access to the members of the
audit committee at any time.

    Management believes that its policies and procedures provide reasonable
assurance that the Company's operations are conducted according to a high
standard of business ethics.

    In management's opinion, the financial statements present fairly, in all
material respects, the financial position, results of operations, and cash flows
of Mississippi Power Company in conformity with generally accepted accounting
principles.



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


/s/ Michael W. Southern
Michael W. Southern
Vice President, Secretary, Treasurer and
Chief Financial Officer


February 10, 1999



                                       1




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mississippi Power Company:

We have audited the accompanying balance sheets and statements of capitalization
of Mississippi Power Company (a Mississippi corporation and a wholly owned
subsidiary of Southern Company) as of December 31, 1998 and 1997, and the
related statements of income, retained earnings, paid-in capital, and cash flows
for each of the three years in the period ended December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements (pages 12-27) referred to above
present fairly, in all material respects, the financial position of Mississippi
Power Company as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.




/s/ Arthur Andersen LLP
Arthur Andersen LLP


Atlanta, Georgia
February 10, 1999



                                       2





MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
Mississippi Power Company 1998 Annual Report

RESULTS OF OPERATIONS

Earnings

Mississippi Power Company's 1998 net income after dividends on preferred stock
was $55.1 million, reflecting a 2.0 percent or $1.1 million increase over the
prior year. This change is primarily attributable to higher retail and wholesale
revenues. In 1997, earnings were $54.0 million, up $1.3 million from the prior
year. This earnings increase resulted primarily from lower operating expenses.

Revenues

The following table summarizes the factors impacting operating revenues for the
past three years:

                                      Increase (Decrease)
                                        From Prior Year
                              -------------------------------------
                                   1998        1997           1996
                              -------------------------------------
                                       (in thousands)
  Retail --
     Change in base
      rates (PEP and
      ECO Plan)                 $   335     $ 3,177       $  (402)
     Sales growth                 4,787         109        11,187
     Weather                      7,091      (1,118)       (5,585)
     Fuel cost
      recovery
      and other                  13,112         948        (1,255)
  -----------------------------------------------------------------
  Total retail                   25,325       3,116         3,945
  ---------------------------------------------------- ------------
  Sales for resale --
     Non-affiliates              16,084       5,464         7,776
     Affiliates                   8,142     (11,606)       14,139
  -----------------------------------------------------------------
  Total sales for
     resale                      24,226      (6,142)       21,915
  Other operating
    revenues                     1,992       2,585         1,616
  -----------------------------------------------------------------
  Total operating
     revenues                   $51,543     $  (441)      $27,476
  =================================================================
  Percent change                    9.5%       (0.1)%         5.3%
  -----------------------------------------------------------------

    Retail revenues of $443 million in 1998 increased 6.1 percent from 1997.
Continued growth in the service area and the positive impact of weather on
energy sales were the predominant factors contributing to the rise in revenues.
Retail revenues for 1997 reflected a 0.8 percent increase over the prior year
due to the 1996 Performance Evaluation Plan (PEP) retail rate increase and the
January 1997 Environmental Compliance Overview Plan (ECO Plan) retail rate
increase. Changes in base rates reflect any rate changes made under the PEP and
ECO Plan.

    Fuel revenues generally represent the direct recovery of fuel expense
including purchased power. Therefore, changes in recoverable fuel expenses are
offset with corresponding changes in fuel revenues and have no effect on net
income.

    Energy sales to non-affiliates include economy sales and amounts sold under
short-term contracts. Sales for resale to non-affiliates are influenced by those
utilities' own customer demand, plant availability, and the cost of their
predominant fuels.

    Included in sales for resale to non-affiliates are revenues from rural
electric cooperative associations and municipalities located in southeastern
Mississippi. Energy sales to these customers increased 9.8 percent in 1998 and
3.6 percent in 1997, with the related revenues rising 11.3 percent and 1.6
percent, respectively. The customer demand experienced by these utilities is
determined by factors very similar to Mississippi Power's. Revenues from other
sales outside the service area increased in 1998 and 1997 primarily due to power
marketing activities. These increases were primarily offset by increases in
purchased power from non-affiliates and, as a result, had no significant effect
on net income.

    Sales to affiliated companies within the Southern electric system will vary
from year to year depending on demand and the availability and cost of
generating resources at each company. These sales have no material impact on
earnings.


                                       3


MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report


    Below is a breakdown of kilowatt-hour sales for 1998 and the percent change
for the last three years:

                          1998              Percent Change
                       -----------   ------------------------------
                           KWH            1998     1997     1996
                      (in millions)
 Residential             2,249            10.3%    (2.0)%    1.9%
 Commercial              2,623             9.0      4.0      3.3
 Industrial              3,729            (6.4)     0.6      3.8
 Other                      40               -      2.6      1.9
                       ----------
 Total retail            8,641             2.0      0.9      3.2
 Sales for
    Resale --
     Non-affiliates      3,158             9.1      6.2      9.4
     Affiliates            552            15.2    (31.0)   184.7
                       ----------
 Total                  12,351             4.3      0.2      8.7
 ==================================================================

    Residential and commercial sales increased in 1998 10.3 percent and 9.0
percent respectively, and industrial sales decreased 6.4 percent. The increases
can be attributed primarily to sales growth and hotter temperatures in the
summer months. The decrease in industrial sales was due primarily to a large
industrial customer being out of service because of damages incurred from
Hurricane Georges. Residential sales in 1997 declined 2.0 percent while sales to
commercial and industrial customers increased by 4.0 percent and 0.6 percent,
respectively. Milder-than-normal temperatures experienced in 1997 contributed to
the moderate sales.

    The Company anticipates continued growth in energy sales as the economy
improves within its service area. The casino industry and ancillary services,
such as lodging, food, transportation, etc., are some of the factors that may
influence the economy of the Company's service area. Also, energy demand is
expected to grow as a result of a larger and more fully employed population.

Expenses

Total operating expenses were $515 million in 1998 reflecting an increase of
$49.1 million or 10.6 percent over the prior year. The increase was due
primarily to higher fuel expenses, higher maintenance and higher other operation
costs. In 1997, total operating expenses decreased by 0.3 percent from the prior
year due primarily to lower administrative and general expenses.

    Fuel costs are the single largest expense for the Company. Fuel
expenses in 1998 increased 10.2 percent due to a 3.1 percent increase in
generation and a higher average cost of fuel. In 1998, expenses related to
purchased power from non-affiliates increased 133.0 percent and expenses related
to purchased power from affiliates decreased 4.6 percent. The increased
generation was due to higher demand for energy across the Southern electric
system. Further, the higher demand for energy resulted in higher purchased power
costs from non-affiliates.

    In 1997, fuel costs increased because of a 1.1 percent increase in
generation caused by the higher demand for energy in the retail sector. Expenses
related to purchased power from non-affiliates decreased and expenses related to
purchased power from affiliates increased due to the availability of energy
within the Southern electric system.

    Purchased power expense increased $18 million (128.4 percent) to meet higher
territorial energy demands and power marketing activities. Energy purchased for
power marketing activities was resold to non-affiliated third parties and had no
significant effect on net income. Sales and purchases among Mississippi Power
and its affiliates will vary from period to period depending on demand and the
availability and variable production cost at each generating unit in the
Southern electric system.

    The amount and sources of generation and the average cost of fuel per
net kilowatt-hour generated were as follows:
                                         
                                     1998     1997      1996
                                  ----------------------------
Total generation
   (millions of kilowatt hours)    10,610   10,289    10,180  
Sources of generation
   (percent) --
     Coal                              80       85        85
     Gas                               20       15        15
Average cost of fuel per net
   kilowatt-hour generated
         (cents) --                  1.62     1.54      1.57
==============================================================

    Other operation expenses increased 7.5 percent in 1998 primarily due to
continuing expenses related to a new customer service system, modification of
certain information systems for year 2000 readiness discussed below, and costs
related to work force reduction programs. In 1997, other operation expense
decreased 3.5 percent due to lower administrative and general expenses.

                                       4

MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report


    Maintenance expenses increased 6.6 percent in 1998 due to scheduled
maintenance performed at Plants Daniel and Watson, as well as other projects.

    In 1998, depreciation and amortization expenses increased 4.1 percent
primarily due to additional plant investment and increased amortization of
regulatory assets.

    Comparisons of taxes other than income taxes for 1998 and 1997 show
increases of 4.4 percent and 1.1 percent, respectively, due to higher municipal
franchise taxes resulting from higher retail revenues.

Effects of Inflation

Mississippi Power is subject to rate regulation and income tax laws that are
based on the recovery of historical costs. Therefore, inflation creates an
economic loss because the Company is recovering its costs of investments in
dollars that have less purchasing power. While the inflation rate has been
relatively low in recent years, it continues to have an adverse effect on the
Company because of the large investment in long-lived utility plant.
Conventional accounting for historical costs does not recognize this economic
loss nor the partially offsetting gain that arises through financing facilities
with fixed-money obligations, such as long-term debt and preferred stock. Any
recognition of inflation by regulatory authorities is reflected in the rate of
return allowed.

Future Earnings Potential

The results of operations for the past three years are not necessarily
indicative of future earnings potential. The level of future earnings depends on
numerous factors ranging from regulatory matters to energy sales growth to a
less regulated more competitive environment. Expenses are subject to constant
review and cost control programs. See Note 2 to the financial statements under
"Workforce Reduction Programs" for information regarding the Company's workforce
reduction plan of 1997.

    The Company currently operates as a vertically integrated company providing
electricity to customers within its traditional service area located in
southeastern Mississippi. Prices for electricity provided by the Company to
retail customers are set by the MPSC under cost-based regulatory principles.

    Mississippi Power is also maximizing the utility of invested capital and
minimizing the need for capital by refinancing, decreasing the average fuel
stockpile, raising generating plant availability and efficiency, and
aggressively controlling the construction budget.

    Operating revenues will be affected by any changes in rates under the PEP,
the Company's performance based ratemaking plan, and the ECO Plan. PEP has
proven to be a stabilizing force on electric rates, with only moderate changes
in rates taking place. The ECO Plan provides for recovery of costs (including
costs of capital) associated with environmental projects approved by the
Mississippi Public Service Commission (MPSC), most of which are required to
comply with Clean Air Act Amendments of 1990 (Clean Air Act) regulations. The
ECO Plan is operated independently of PEP. The Clean Air Act and other important
environmental items are discussed later under "Environmental Matters."

    The Federal Energy Regulatory Commission (FERC) regulates the Company's
wholesale rate schedules, power sales contracts and transmission facilities. The
FERC is currently reviewing the rate of return on common equity included in
certain contracts and may require such returns to be lowered, possibly
retroactively.

    Further discussion of PEP, the ECO Plan, and proceedings before the FERC is
found in Note 3 to the financial statements herein.

    Future earnings in the near term will depend upon growth in energy sales,
which is subject to a number of factors. These factors include weather,
competition, changes in contracts with neighboring utilities, energy
conservation practiced by customers, the elasticity of demand, and the rate of
economic growth in Mississippi Power's service area.

    The electric utility industry in the United States is currently undergoing a
period of dramatic change as a result of regulatory and competitive factors.
Among the primary agents of change has been the Energy Policy Act of 1992
(Energy Act). The Energy Act allows Independent Power Producers (IPPs) to access
a utility's transmission network in order to sell electricity to other
utilities. This enhances the incentive for IPPs to build cogeneration plants for


                                       5




MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report

a utility's large industrial and commercial customers and sell energy generation
to other utilities. Also, electricity sales for resale rates are being driven
down by wholesale transmission access and numerous potential new energy
suppliers, including power marketers and brokers. The Company is aggressively
working to maintain and expand its share of wholesale sales in the Southeastern
power markets.

    Although the Energy Act does not permit retail transmission access, it was a
major catalyst for the current restructuring and consolidation taking place
within the utility industry. Numerous federal and state initiatives are in
various stages to promote wholesale and retail competition. Among other things,
these initiatives allow customers to choose their electricity provider. As these
initiatives materialize, the structure of the utility industry could radically
change. Restructuring initiatives are being discussed in Mississippi; none have
been enacted to date. Enactment would require numerous issues to be resolved,
including significant ones relating to transmission pricing and recovery of any
stranded investments. In the event that a portion of the Company's operations is
no longer subject to these provisions, the Company would be required to write
off related regulatory assets and liabilities that are not specifically
recoverable, and determine if any other assets have been impaired. See Note 1 to
the financial statements under "Regulatory Assets and Liabilities" for
additional information. The inability of Mississippi Power to recover its
investment, including regulatory assets, could have a material adverse effect on
the financial condition of the Company.

    The Company is attempting to minimize or reduce its cost exposure.
Continuing to be a low-cost producer could provide significant opportunities to
increase market share and profitability in markets that evolve with changing
regulation. Conversely, unless Mississippi Power remains a low-cost producer and
provides quality service, the Company's retail energy sales growth could be
limited, and this could significantly erode earnings.  The Company is subject
to the provisions of FASB Statement 71, Accounting for the Effects of Certain
Types of Regulation. In the event that a portion of the Company's operation is
no longer subject to these provisions, the Company would be required to write
off related regulatory assets and liabilities that are not specifically
recoverable, and determine if any other assets have been impaired. See Note 1 
to the financial statements under "Regulatory Assets and Liabilities" for
additional information.

Exposure to Market Risks

Due to cost-based rate regulation, the Company has limited exposure to market
volatility in interest rates and prices of electricity. To mitigate residual
risks relative to movements in electricity prices, the Company enters into fixed
price contracts for the purchase and sale of electricity through the wholesale
electricity market. Realized gains and losses are recognized in the income
statements as incurred. At December 31, 1998, exposure from these activities was
not material to the Company's financial position, results of operation, or cash
flow. Also, based on the Company's overall interest rate exposure at December
31, 1998, a near-term 100 basis point change in interest rates would not
materially affect the financial statements.

New Accounting Standards

The FASB has issued Statement No.133, Accounting for Derivative Instruments and
Hedging Activities, which must be adopted by the year 2000. This statement
establishes accounting and reporting standards for derivative instruments -
including certain derivative instruments embedded in other contracts - and for
hedging activities. The Company has not yet quantified the impact of adopting
this statement on its financial statements; however, the adoption could increase
volatility in earnings and other comprehensive income.

    In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued a new Statement of Position, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. This statement requires
capitalization of certain costs of internal-use software. The Company adopted
this statement in January 1999, and it is not expected to have a material impact
on the financial statements.

    In April 1998, the AICPA issued a new Statement of Position, Reporting on
the Cost of Start-up Activities. This statement requires that the costs of
start-up activities and organizational costs be expensed as incurred. Any of
these costs previously capitalized by a company must be written off in the year
of adoption. The Company adopted this statement in January 1999, and it is not
expected to have a material impact on the financial statements.


                                       6

MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report


    In December 1998, the Emerging Issues Task Force (EITF) of the FASB issued
EITF No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk
Management Activities. The EITF requires that energy trading contracts must be
marked to market through the income statement, reflecting gains and losses
rather than revenues and purchased power expense. Energy trading contracts are
defined as energy contracts entered into with the objective of generating
profits on or from exposure to shifts or changes in market prices. The Company
adopted the required accounting in January 1999, and it is not expected to have
a material impact on the financial statements.

Year 2000

Year 2000 Challenge

In order to save storage space, computer programmers in the 1960s and 1970s
shortened the year portion of date entries to just two digits. Computers
assumed, in effect, that all years began with "19." This practice was widely
adopted and hard wired into computer chips and processors found in some
equipment. This approach, intended to save processing time and storage space was
used until the mid-1990s. Unless corrected before the year 2000, affected
software systems and devices containing a chip or microprocessor with date and
time function could incorrectly process dates or the systems may cease to
function.

    The Company depends on complex computer systems for many aspects of its
operations, which include generation, transmission, and distribution of
electricity, as well as other business support activities. The Company's goal is
to have critical devices or software that are required to maintain operations to
be Year 2000 ready by June 1999. Year 2000 ready means that a system or
application is determined suitable for continued use through the Year 2000 and
beyond. Critical systems include, but are not limited to, safe shutdown systems,
turbine generator systems, control center computer systems, customer service
systems, energy management systems, and telephone switches and equipment.

Year 2000 Program and Status

The Company's executive management recognizes the seriousness of the Year 2000
challenge and has dedicated adequate resources to address the issue. The
Millennium Project is a team of employees, IBM consultants, and other
contractors whose progress is reviewed on a monthly basis by a steering
committee of Southern Company executives.

    The Company's Year 2000 Program was divided into two phases. Phase I
began in 1996 and consisted of identifying and assessing corporate assets
related to software systems and devices that contain a computer chip or clock.
The first phase was completed in June 1997. Phase 2 consists of testing and
remediating high priority systems and devices. Also, contingency planning is
included in the phase. Completion of Phase 2 is targeted for June 1999. The
Millennium Project will continue to monitor the affected computer systems,
devices and applications into the year 2000.

 The Southern Company has completed more than 70 percent of the activities in
its work plan. The percentage of completion and projected completion by function
is as follows:

                                   Work Plan
- --------------------------------------------------------------------------
                                                Remediation     Project
                        Inventory   Assessment    Testing      Completion
- --------------------------------------------------------------------------
Generation                100%        100%          70%           6/99
Energy
 Management               100         100           90            6/99
Transmission and
 Distribution             100         100          100            1/99
Telecommunications        100         100           50            6/99
Corporate
 Applications             100         100           90            3/99
- --------------------------------------------------------------------------

Year 2000 Costs

Current projected costs for Year 2000 readiness are approximately $4.9 million.
These costs include labor necessary to identify, test, and renovate affected
devices and systems. From its inception through December 31, 1998, the year 2000
program costs, recognized as expense, amounted to $3.2 million.



                                       7

MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report


Year 2000 Risks

The Company is implementing a detailed process to minimize the possibility of
service interruptions related to Year 2000. The Company believes, based on
current tests, that the system can provide customers with electricity. These
tests increase confidence, but do not guarantee error-free operations. The
Company is taking what it believes to be prudent steps to prepare for the Year
2000, and it expects any interruption in service that may occur within the
service territory to be isolated and short in duration.

    The Company expects the risks associated with Year 2000 to be no more severe
than the scenarios that its electric system is routinely prepared to handle. The
most likely worst case scenario consists of the service loss of one of the
largest generating units and/or the loss of any single bulk transmission element
in its service territory. The Company has followed a proven methodology for
identifying and assessing software and devices containing potential Year 2000
challenges. Remediation and testing of those devices are in progress. Following
risk assessment, the Company is preparing contingency plans as appropriate and
is participating in North American Electric Reliability Council-coordinated
national drills during 1999.

    The Company is currently reviewing the Year 2000 readiness of material third
parties that provide goods and services crucial to the Company's operations.
Among such critical third parties are fuel, transportation, telecommunication,
water, chemical, and other suppliers. Contingency plans based on the assessment
of each third party's ability to continue supplying critical goods and services
to the Company is being developed.

    There is a potential for some earnings erosion caused by reduced electrical
demand by customers because of their Year 2000 issues.

Year 2000 Contingency Plans

Because of experience with hurricanes and other storms, the Company is skilled
at developing and using contingency plans in unusual circumstances.
As part of Year 2000 business continuity and contingency planning, the Company
is drawing on that experience to make risk assessments and developing additional
plans to deal specifically with situations that could arise relative to Year
2000 challenges. The Company is identifying critical operational location, and
key employees will be on duty at those locations during the Year 2000
transition. In September 1999, drills are scheduled to be conducted to test
contingency plans. Because of the level of detail of the contingency planning
process, management feels that the contingency plans will keep any service
interruptions that may occur within the service territory isolated and short in
duration.

FINANCIAL CONDITION

Overview

The principal change in Mississippi Power's financial condition during 1998 was
gross property additions to utility plant of $68 million. Funding for gross
property additions and other capital requirements has been provided from
operating activities, principally earnings and the non-cash charges to income of
depreciation and amortization. The Statements of Cash Flows provide additional
details.

Financing Activity

The Company continued to improve its financial position by issuing pollution
control bonds and retiring higher-cost issues in 1998. The Company sold $13.5
million of pollution control bonds and increased unsecured debt by $90 million.
Retirements, including maturities during 1998, totaled $75 million of first
mortgage bonds and $13 million of pollution control bonds. See the Statements of
Cash Flows for further details.

    Composite financing rates for the years 1996 through 1998 as of year-end
were as follows:

                                    1998     1997     1996
                                 ----------------------------
 Composite interest rate on
     long-term debt                 6.14%    6.16%    6.03%

 Composite preferred stock
     dividend rate                  6.33%    6.33%    6.58%

 Composite interest rate on
     preferred securities           7.75%    7.75%       -
 ============================================================

                                       8


MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report


    The decrease in the composite dividend rate on preferred stock in 1997 was
primarily the result of retirements.

Capital Structure

At year-end 1998, the Company's ratio of common equity to total capitalization,
excluding long-term debt due within one year, remained at the same level as in
1997 at 52.1 percent.

Capital Requirements for Construction

The Company's projected construction expenditures for the next three years total
$164 million ($67 million in 1999, $52 million in 2000, and $45 million in
2001). The major emphasis within the construction program will be on the upgrade
of existing facilities.

    In February 1999, the Company signed an interim construction agency
agreement with Escatawpa Funding ("Escatawpa"), a limited partnership, that
calls for the Company to design and construct, as agent for Escatawpa, a 1064
megawatt natural gas combined cycle facility. On or before April 30, 1999,
Escatawpa and the Company anticipate entering into an Agreement for Lease (which
will supersede the interim construction agency agreement), and a Lease
Agreement. It is anticipated that the total project will cost approximately $406
million, and upon project completion, the Company will lease the facility from
Escatawpa. If the anticipated lease arrangement is not reached, the Company will
either exercise its purchase option or Escatawpa will sell the facility to a
third party.

    Revisions to projected construction expenditures may be necessary because of
factors such as changes in business conditions, revised load projections, the
availability and cost of capital, and changes in environmental regulations, and
alternatives such as leasing.

Other Capital Requirements

In addition to the funds required for the Company's construction program,
approximately $80.1 million will be required by the end of 2001 for present
sinking fund requirements and maturities of long-term debt. Mississippi Power
plans to continue, when economically feasible, to retire higher cost debt and
preferred stock and replace these obligations with lower-cost capital if market
conditions permit.

Environmental Matters

In November 1990, the Clean Air Act was signed into law. Title IV of the Clean
Air Act -- the acid rain compliance provision of the law -- significantly
affected Mississippi Power and the other operating companies of Southern
Company. Specific reductions in sulfur dioxide and nitrogen oxide emissions from
fossil-fired generating plants are required in two phases. Phase I compliance
began in 1995 and initially affected 28 generating plants in the Southern
electric system. As a result of Southern Company's compliance strategy, an
additional 22 generating units were brought into compliance with Phase I
requirements. Phase II compliance is required in 2000, and all fossil-fired
generating plants will be affected.

    Southern Company achieved Phase I sulfur dioxide compliance at the affected
plants by switching to low-sulfur coal, which required some equipment upgrades.
Construction expenditures for Phase I compliance totaled approximately $65
million for Mississippi Power.

    For Phase II sulfur dioxide compliance, Southern Company could use emission
allowances, increase fuel switching, and/or install flue gas desulfurization
equipment at selected plants. Current compliance strategy for Phase II could
require total estimated construction expenditures of approximately $70 million,
of which $16 million remains to be spent. Phase II compliance is not expected to
have a material impact on Mississippi Power.

    Mississippi Power's ECO Plan is designed to allow recovery of costs of
compliance with the Clean Air Act, as well as other environmental statutes and
regulations. The MPSC reviews environmental projects and the Company's
environmental policy through the ECO Plan. Under the ECO Plan, any increase in
the annual revenue requirement is limited to 2 percent of retail revenues.
Mississippi Power's management believes that the ECO Plan provides for recovery
of the Clean Air Act costs. See Note 3 to the financial statements under
"Environmental Compliance Overview Plan" for additional information.

    A significant portion of costs related to the acid rain provision of the
Clean Air Act is expected to be recovered through existing ratemaking



                                       9

MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report

provisions. However, there can be no assurance that all Clean Air Act costs will
be recovered.

    In July 1997, the Environmental Protection Agency (EPA) revised the national
ambient air quality standards for ozone and particulate matter. This revision
makes the standards significantly more stringent. In September 1998, the EPA
issued the final regional nitrogen oxide rules to the states for implementation.
The states have one year to adopt and implement the new rules. The final rules
affect 22 states that at present does not include Mississippi. The EPA is
presently evaluating whether or not to bring an additional 15 states under this
regional haze rule. Misssissippi is one of those new 15 states. The EPA rules
are being challenged in the courts by several states and industry groups.
Implementation of the final state rules could require substantial further
reductions in nitrogen oxide emissions from fossil-fired generating facilities
and other industry in these states. Implementation of the standards could result
in significant additional compliance costs and capital expenditures that cannot
be determined until the results of legal challenges are known and the states
have adopted their final rules.

    The EPA and state environmental regulatory agencies are reviewing and
evaluating various matters including: emission control strategies for ozone
non-attainment areas; additional controls for hazardous air pollutant emissions;
and hazardous waste disposal requirements. The impact of new standards will
depend on the development and implementation of applicable regulations.

    The Company must comply with other environmental laws and regulations that
cover the handling and disposal of hazardous waste. Under these various laws and
regulations, the Company could incur costs to clean up properties currently or
previously owned. Upon identifying potential sites, the Company conducts
studies, when possible, to determine the extent of any required cleanup costs.
Should remediation be determined to be probable, reasonable estimates of costs
to clean up such sites are developed and recognized in the financial statements.
A currently owned site where manufactured gas plant operations were located
prior to the Company's ownership has been investigated for potential
remediation. Remediation is scheduled for 1999. See Note 3 to the financial
statements under "Environmental Compliance Overview Plan" for additional
information.

    Several major pieces of environmental legislation are being considered for
reauthorization or amendment by Congress. These include: the Clean Air Act; the
Clean Water Act; the Comprehensive Environmental Response, Compensation, and
Liability Act; the Resource Conservation and Recovery Act; and the Endangered
Species Act. Changes to these laws could affect many areas of the Company's
operations. The full impact of any such changes cannot be determined at this
time.

    Compliance with possible additional legislation related to global climate
change, electromagnetic fields, and other environmental and health concerns
could significantly affect the Company. The impact of new legislation -- if any
- -- will depend on the subsequent development and implementation of applicable
regulations. In addition, the potential exists for lawsuits alleging damages
caused by electromagnetic fields. The likelihood or outcome of such potential
lawsuits cannot be determined at this time.

Sources of Capital

At December 31, 1998, the Company had $76.3 million of unused committed credit
agreements.  The Company had $13 million of short term notes payable
outstanding at year end 1998.

    It is anticipated that the funds required for construction and other
purposes, including compliance with environmental regulations, will be derived
from sources similar to those used in the past. These sources were primarily the
issuances of first mortgage bonds and preferred securities, in addition to
pollution control revenue bonds issued for the Company's benefit by public
authorities. The Company issued unsecured debt in 1998. In this regard,
Mississippi Power sought and obtained stockholder approval in 1997 to amend its
corporate charter eliminating restrictions on the amounts of unsecured
indebtedness the Company may incur.

    Mississippi Power is required to meet certain coverage requirements
specified in its mortgage indenture and corporate charter to issue new first
mortgage bonds and preferred stock. The Company's coverage ratios are
sufficiently high enough to permit, at present interest rate levels, any
foreseeable security sales. The amount of securities which the Company will be


                                       10



MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Mississippi Power Company 1998 Annual Report


permitted to issue in the future will depend upon market conditions and other
factors prevailing at that time.

Cautionary Statement Regarding Forward-Looking
Information

This annual report, including the foregoing Management's Discussion and
Analysis, contains forward-looking and historical information. The Company
cautions that there are various important factors that could cause actual
results to differ materially from those indicated in the forward-looking
information; accordingly, there can be no assurance that such indicated results
will be realized. These factors include legislative and regulatory initiatives
regarding deregulation and restructuring of the electric utility industry; the
extent and timing of the entry of additional competition in the Company's
markets; potential business strategies -- including acquisitions or dispositions
of assets or internal restructuring -- that may be pursued by the Company; state
and federal rate regulation; changes in or application of environmental and
other laws and regulations to which the Company is subject; political, legal and
economic conditions and developments; financial market conditions and the
results of financing efforts; changes in commodity prices and interest rates;
weather and other natural phenomena; and other factors discussed in the reports
(including Form 10-K) filed from time to time by the Company with the SEC.


                                       11





STATEMENTS OF INCOME
For the Years Ended December 31, 1998, 1997, and 1996
Mississippi Power Company 1998 Annual Report
                                                                                                         
===========================================================================================================================
                                                                                      1998            1997            1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                               (in thousands)
Operating Revenues (Notes 1, 3, and 7):
Revenues                                                                       $   576,846     $   533,445      $  522,199   
Revenues from affiliates                                                            18,285          10,143          21,830
- ---------------------------------------------------------------------------------------------------------------------------
Total operating revenues                                                           595,131         543,588         544,029
- ---------------------------------------------------------------------------------------------------------------------------
Operating Expenses:
Operation--
   Fuel                                                                            156,539         142,059         141,532
   Purchased power from non-affiliates                                              33,872          14,536          17,960
   Purchased power from affiliates                                                  36,037          37,794          33,245
   Other                                                                           109,993         102,365         106,061
Maintenance                                                                         50,404          47,302          47,091
Depreciation and amortization                                                       47,450          45,574          44,906
Taxes other than income taxes                                                       45,965          44,034          43,545
Federal and state income taxes (Note 8)                                             34,499          31,968          32,618
- ---------------------------------------------------------------------------------------------------------------------------
Total operating expenses                                                           514,759         465,632         466,958
- ---------------------------------------------------------------------------------------------------------------------------
Operating Income                                                                    80,372          77,956          77,071
Other Income (Expense):
Interest income                                                                        947             857             239
Other, net                                                                           2,498           2,368           4,145
Income taxes applicable to other income                                               (165)            588            (932)
- ---------------------------------------------------------------------------------------------------------------------------
Income Before Interest and Other Charges                                            83,652          81,769          80,523
- ---------------------------------------------------------------------------------------------------------------------------
Interest  and Other Charges:
Interest on long-term debt                                                          20,567          19,856          19,898
Interest on notes payable                                                              943              96           1,416
Amortization of debt discount, premium, and expense, net                             1,446           1,577           1,547
Other interest charges                                                                 790             574              40
Distributions on preferred securities of subsidiary trust                            2,796           2,369               -
- ---------------------------------------------------------------------------------------------------------------------------
Interest and other charges, net                                                     26,542          24,472          22,901
- ---------------------------------------------------------------------------------------------------------------------------
Net Income                                                                          57,110          57,297          57,622
Dividends on Preferred Stock                                                         2,005           3,287           4,899
- --------------------------------------------------------------------------------------------------------------------------
Net Income After Dividends on Preferred Stock                                  $    55,105     $    54,010      $   52,723 
===========================================================================================================================
The accompanying notes are an integral part of these statements.



                                       12




STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997,  and 1996
Mississippi Power Company 1998 Annual Report

                                                                                                                
================================================================================================================================
                                                                                            1998           1997            1996
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                     (in thousands)
Operating Activities:
Net income                                                                          $     57,110    $    57,297     $    57,622
Adjustments to reconcile net income to net
     cash provided by operating activities--
         Depreciation and amortization                                                    51,517         49,661          50,551
         Deferred income taxes                                                            11,620         (1,809)             74
         Other, net                                                                      (12,175)         3,206           9,443
         Changes in certain current assets and liabilities--
            Receivables, net                                                              (5,486)        (8,583)          5,118
            Inventories                                                                   (5,050)         3,148           4,973
            Payables                                                                        (389)         8,357           2,077
            Taxes accrued                                                                 (2,457)         2,515             532
            Other                                                                         (1,604)         1,465            (240)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provided from operating activities                                               93,086        115,257         130,150
- --------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Gross property additions                                                                 (68,231)       (55,375)        (61,314)
Other                                                                                       (324)          (489)         (2,258)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities                                                   (68,555)       (55,864)        (63,572)
- --------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Proceeds--
     Capital contribution                                                                     85              -              27
     Pollution control bonds                                                              13,520              -               -
     Preferred securities                                                                      -         35,000               -
     Other long-term debt                                                                 90,000              -          80,000
Retirements--
     Preferred stock                                                                         (87)       (42,518)              -
     First mortgage bonds                                                                (75,000)             -         (45,447)
     Pollution control bonds                                                             (13,020)           (10)            (10)
     Other long-term debt                                                                      -              -         (55,000)
Increase (decrease) in notes payable, net                                                 13,000              -               -
Payment of preferred stock dividends                                                      (2,005)        (3,287)         (4,899)
Payment of common stock dividends                                                        (51,700)       (49,400)        (43,900)
Miscellaneous                                                                             (2,429)        (1,804)         (2,932)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities                                                   (27,636)       (62,019)        (72,161)
- --------------------------------------------------------------------------------------------------------------------------------
Net Change in Cash and Cash Equivalents                                                   (3,105)        (2,626)         (5,583)
Cash and Cash Equivalents at Beginning of Year                                             4,432          7,058          12,641
- --------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year                                            $      1,327    $     4,432     $     7,058
================================================================================================================================
Supplemental Cash Flow Information:
Cash paid during the period for--
     Interest (net of amount capitalized)                                           $     26,133    $    22,297     $    21,467
     Income taxes                                                                         26,847         33,450          34,072
- --------------------------------------------------------------------------------------------------------------------------------
( ) Denotes use of cash.
The accompanying notes are an integral part of these statements.




                                       13




BALANCE SHEETS
At December 31, 1998 and 1997
Mississippi Power Company 1998 Annual Report
                                                                                                            

=============================================================================================================================
ASSETS                                                                                             1998                 1997
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                        (in thousands)

Utility Plant:
Plant in service, at original cost (Notes 1 and 6)                                          $ 1,553,112          $ 1,518,402
Less accumulated provision for depreciation                                                     583,957              559,098
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                969,155              959,304
Construction work in progress                                                                    51,517               41,083
- -----------------------------------------------------------------------------------------------------------------------------
Total                                                                                         1,020,672            1,000,387
- -----------------------------------------------------------------------------------------------------------------------------
Other Property and Investments                                                                      979                  650
- -----------------------------------------------------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents                                                                         1,327                4,432
Receivables--
   Customer accounts receivable                                                                  29,829               32,220
   Regulatory clauses under recovery                                                              8,042                7,619
   Other accounts and notes receivable                                                           12,495                8,666
   Affiliated companies                                                                          10,946                7,398
   Accumulated provision for uncollectible accounts                                                (621)                (698)
Fossil fuel stock, at average cost                                                               16,418               10,651
Materials and supplies, at average cost                                                          18,735               19,452
Current portion of accumulated deferred income taxes                                              4,248                8,379
Prepayments                                                                                       1,651                1,791
Vacation pay deferred                                                                             4,717                5,030
- -----------------------------------------------------------------------------------------------------------------------------
Total                                                                                           107,787              104,940
- -----------------------------------------------------------------------------------------------------------------------------
Deferred Charges:
Debt expense and loss, being amortized                                                           13,713               12,234
Deferred charges related to income taxes (Note 8)                                                22,697               21,906
Long-term notes receivable                                                                        2,072                2,837
Workforce Reduction Plan                                                                         12,748               18,236
Miscellaneous                                                                                     8,937                5,639
- -----------------------------------------------------------------------------------------------------------------------------
Total                                                                                            60,167               60,852
- -----------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                                $ 1,189,605          $ 1,166,829
=============================================================================================================================
The accompanying notes are an integral part of these statements.




                                       14




BALANCE SHEETS (continued)
At December 31, 1998 and 1997
Mississippi Power Company 1998 Annual Report
                                                                                                                 
=============================================================================================================================
CAPITALIZATION AND LIABILITIES                                                                     1998                 1997
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                           (in thousands)
Capitalization (See accompanying statements):
Common stock equity                                                                       $     391,231        $     387,824
Preferred stock                                                                                  31,809               31,896
Company obligated mandatorily redeemable preferred securities of
  subsidiary trust holding Company Junior Subordinated Notes (Note 9)                            35,000               35,000
Long-term debt                                                                                  292,744              291,665
- -----------------------------------------------------------------------------------------------------------------------------
Total                                                                                           750,784              746,385
- -----------------------------------------------------------------------------------------------------------------------------
Current Liabilities:
Long-term debt due within one year (Note 10)                                                     50,020               35,020
Notes payable                                                                                    13,000                    -
Accounts payable--
   Affiliated companies                                                                           8,788                8,548
   Regulatory clauses over recovery                                                               4,412               15,476
   Other                                                                                         47,113               34,065
Customer deposits                                                                                 3,272                3,225
Taxes accrued--
   Federal and state income                                                                       1,124                1,101
   Other                                                                                         31,379               33,859
Interest accrued                                                                                  2,955                4,098
Miscellaneous                                                                                    11,753               12,797
- -----------------------------------------------------------------------------------------------------------------------------
Total                                                                                           173,816              148,189
- -----------------------------------------------------------------------------------------------------------------------------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes (Note 8)                                                      143,852              134,645
Accumulated deferred investment tax credits                                                      25,913               27,121
Deferred credits related to income taxes (Note 8)                                                37,277               38,203
Postretirement benefits other than pension                                                       25,869               25,145
Accumulated provision for property damage (Note 1)                                                  910               13,991
Workforce Reduction Plan                                                                         13,051               15,700
Miscellaneous                                                                                    18,133               17,450
- -----------------------------------------------------------------------------------------------------------------------------
Total                                                                                           265,005              272,255
- -----------------------------------------------------------------------------------------------------------------------------
Commitments and Contingent Matters (Notes 2, 3, 4, and 5)
Total Capitalization and Liabilities                                                      $   1,189,605        $   1,166,829
=============================================================================================================================
The accompanying notes are an integral part of these statements.



                                       15





STATEMENTS OF CAPITALIZATION
At December 31, 1998 and 1997
Mississippi Power Company 1998 Annual Report
                                                                                                      
===========================================================================================================================
                                                                          1998            1997        1998         1997
- ---------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)       (percent of total)
Common Stock Equity:
Common stock, without par value --
       Authorized -- 1,130,000 shares
       Outstanding -- 1,121,000 shares in
           1998 and 1997                                           $    37,691     $    37,691
Paid-in capital                                                        179,474         179,389
Premium on preferred stock                                                 326             327
Retained earnings  (Note 11)                                           173,740         170,417
- ---------------------------------------------------------------------------------------------------------------------------
Total common stock equity                                              391,231         387,824        52.1 %       52.0 %
- ---------------------------------------------------------------------------------------------------------------------------
Cumulative Preferred Stock:
$100 par value --
       Authorized -- 1,244,139 shares
       Outstanding -- 318,090 shares in 1998 and
           318,955 shares in 1997
           4.40% to 4.72%                                                3,421           3,492
           6.32% to 7.00%                                               28,388          28,404
- ---------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement -- $2,013,000)                       31,809          31,896         4.2          4.3
- ---------------------------------------------------------------------------------------------------------------------------
Company Obligated Mandatorily
       Redeemable Preferred Securities (Note 9):
       $25 liquidation value -- 7.75%                                   35,000          35,000
- ---------------------------------------------------------------------------------------------------------------------------
Total (annual dividend requirement -- $2,713,000)                       35,000          35,000         4.7          4.7
- ---------------------------------------------------------------------------------------------------------------------------
Long-Term Debt:
First mortgage bonds --
       Maturity                    Interest Rates
       1998                        5.38%                                     -          35,000
       2000                        6.63%                                     -          40,000
       2004                        6.60%                                35,000          35,000
       2023                        7.45%                                35,000          35,000
       2025                        6.88%                                30,000          30,000
Pollution control obligations --
       Collateralized:
           5.65% to 5.80% due 2007-2023                                 26,805          39,825
           4.00% to 5.25% due 2020-2025                                 33,900          33,900
       Non-collateralized:
           Variable rate (5.25% at 1/1/99) due 2028                     13,520               -
Other long-term notes payable--
       6.05% due 2003                                                   35,000               -
       6.75% due 2038                                                   55,000               -
       Adjustable rates (5.71% to 5.79%) due 1999-2000                  80,000          80,000
Unamortized debt premium (discount), net                                (1,461)         (2,040)
- ---------------------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
       requirement--$21,131,000)                                       342,764         326,685
Less amount due within one year (Note 10)                               50,020          35,020
- ---------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due within one year                    292,744         291,665        39.0         39.0
- ---------------------------------------------------------------------------------------------------------------------------
Total Capitalization                                               $   750,784     $   746,385       100.0 %      100.0 %
===========================================================================================================================
The accompanying notes are an integral part of these statements.



                                       16




STATEMENTS OF RETAINED EARNINGS
For the Years Ended December 31, 1998, 1997, and 1996
Mississippi Power Company 1998 Annual Report
                                                                                                   

======================================================================================================================
                                                                              1998             1997              1996
- ----------------------------------------------------------------------------------------------------------------------
                                                                                         (in thousands)

Balance at Beginning of Period                                       $     170,417    $     166,282     $     157,459
Net income after dividends on preferred stock                               55,105           54,010            52,723
Cash dividends on common stock                                             (51,700)         (49,400)          (43,900)
Preferred stock transactions  and other, net                                   (82)            (475)                -
- ----------------------------------------------------------------------------------------------------------------------
Balance at End of Period (Note 11)                                   $     173,740    $     170,417     $     166,282
======================================================================================================================


STATEMENTS OF PAID-IN CAPITAL
For the Years Ended December 31, 1998, 1997, and 1996

======================================================================================================================
                                                                              1998             1997              1996
- ----------------------------------------------------------------------------------------------------------------------
                                                                                         (in thousands)

Balance at Beginning of Period                                       $     179,389    $     179,389     $     179,362
Contributions to capital by parent company                                      85                -                27
- ----------------------------------------------------------------------------------------------------------------------
Balance at End of Period                                             $     179,474    $     179,389     $     179,389
======================================================================================================================
The accompanying notes are an integral part of these statements.




                                       17

  
NOTES TO FINANCIAL STATEMENTS
Mississippi Power Company 1998 Annual Report


1.  SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES

General

Mississippi Power Company is a wholly owned subsidiary of Southern Company,
which is the parent company of five operating companies, Southern Company
Services (SCS), Southern Communications Services (Southern LINC), Southern
Energy, Inc. (Southern Energy), Southern Nuclear Operating Company (Southern
Nuclear), and Southern Energy Solutions, and other direct and indirect
subsidiaries. The operating companies (Alabama Power Company, Georgia Power
Company, Gulf Power Company, Mississippi Power Company, and Savannah Electric
and Power Company) provide electric service in four southeastern states.
Contracts among the companies--dealing with jointly owned generating facilities,
interconnecting transmission lines, and the exchange of electric power--are
regulated by the Federal Energy Regulatory Commission (FERC) and/or the
Securities and Exchange Commission. SCS provides, at cost, specialized services
to Southern Company and to the subsidiary companies. Southern LINC provides
digital wireless communications services to the operating companies and also
markets these services to the public within the Southeast. Worldwide, Southern
Energy develops and manages electricity and other energy related projects,
including domestic energy trading and marketing. Southern Nuclear provides
services to Southern Company's nuclear power plants. Southern Energy Solutions
develops new business opportunities related to energy products and services.

    Southern Company is registered as a holding company under the Public Utility
Holding Company Act of 1935 (PUHCA). Both Southern Company and its subsidiaries
are subject to the regulatory provisions of the PUHCA. Mississippi Power is also
subject to regulation by the FERC and the Mississippi Public Service Commission
(MPSC). The Company follows generally accepted accounting principles and
complies with the accounting policies and practices prescribed by the respective
commissions. The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of estimates and the
actual results may differ from those estimates.

    Certain prior years' data presented in the financial statements have been
reclassified to conform with current year presentation.

Regulatory Assets and Liabilities

Mississippi Power is subject to the provisions of Financial Accounting Standards
Board (FASB) Statement No. 71, Accounting for the Effects of Certain Types of
Regulation. Regulatory assets represent probable future revenues to the Company
associated with certain costs that are expected to be recovered from customers
through the ratemaking process. Regulatory liabilities represent probable future
reductions in revenues associated with amounts that are expected to be credited
to customers through the ratemaking process. Regulatory assets and (liabilities)
reflected in the Balance Sheets as of December 31 relate to:

                                             1998         1997
                                       -------------------------
                                          (in thousands)
Deferred income taxes                    $ 22,697     $ 21,906
Vacation pay                                4,717        5,030
Workforce reduction plan of
  1997                                     12,748       18,236
Premium on reacquired debt                  9,304        9,508
Deferred environmental costs                1,500        1,583
Property damage reserve                      (910)     (13,991)
Deferred income tax credits               (37,277)     (38,203)
Other, net                                 (2,538)      (2,982)
- ----------------------------------------------------------------
Total                                    $ 10,241     $  1,087
================================================================

    In the event that a portion of the Company's operations is no longer subject
to the provisions of FASB Statement No. 71, the Company would be required to
write off the net regulatory assets and liabilities related to that portion of
operations that are not specifically recoverable through regulated rates. In
addition, the Company would be required to determine any impairment to other
assets, including plant, and write down the assets, if impaired, to their fair
value.

Revenues

The Company currently operates as a vertically integrated utility providing
electricity to retail customers within its traditional service area located
within the state of Mississippi, and to wholesale customers in the southeast.

                                       18




NOTES (continued)
Mississippi Power Company 1998 Annual Report


Revenues, less affiliated transactions, by type of service were as follows:

                                  1998         1997         1996
                           --------------------------------------
                                       (in thousands)
Retail                        $442,567     $417,242     $414,126
Wholesale                      121,225      105,141       99,596
Other                           13,054       11,062        8,477
- -----------------------------------------------------------------
Total                         $576,846     $533,445     $522,199
- -----------------------------------------------------------------

Mississippi Power accrues revenues for service rendered but unbilled at the end
of each fiscal period. The Company's retail and wholesale rates include
provisions to adjust billings for fluctuations in fuel costs, the energy
component of purchased power costs and certain other costs. Retail rates also
include provisions to adjust billings for fluctuations in costs for ad valorem
taxes and certain qualifying environmental costs. Revenues are adjusted for
differences between actual allowable amounts and the amounts included in rates.

    The Company has a diversified base of customers. No single customer or
industry comprises 10 percent or more of revenues. For all periods presented,
uncollectible accounts continued to average less than 1 percent of revenues.

Depreciation

Depreciation of the original cost of depreciable utility plant in service is
provided by using composite straight-line rates which approximated 3.3 percent
in 1998, 1997, and 1996. When property subject to depreciation is retired or
otherwise disposed of in the normal course of business, its cost -- together
with the cost of removal, less salvage -- is charged to the accumulated
provision for depreciation. Minor items of property included in the original
cost of the plant are retired when the related property unit is retired.
Depreciation expense includes an amount for the expected cost of removal of
facilities.

Income Taxes

Mississippi Power uses the liability method of accounting for deferred income
taxes and provides deferred income taxes for all significant income tax
temporary differences. Investment tax credits utilized are deferred and
amortized to income over the average lives of the related property.

Utility Plant

Utility plant is stated at original cost. This cost includes: materials; labor;
minor items of property; appropriate administrative and general costs;
payroll-related costs such as taxes, pensions, and other benefits; and the
estimated cost of funds used during construction. If applicable, the cost of
maintenance, repairs, and replacement of minor items of property is charged to
maintenance expense except for the maintenance of coal cars and a portion of the
railway track maintenance, which are charged to fuel stock. The cost of
replacements of property (exclusive of minor items of property) is charged to
utility plant.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, temporary cash investments are
considered cash equivalents. Temporary cash investments are securities with
original maturities of 90 days or less.

Financial Instruments

The Company's financial instruments for which the carrying amount did not equal
fair value at December 31 were as follows:

                                       Carrying          Fair
                                         Amount         Value
                                   ---------------------------
                                          (in millions)
Long-term debt
 At December 31, 1998                      $343          $348
 At December 31, 1997                      $327          $330
Capital trust preferred
securities:
 At December 31, 1998                       $35           $36
 At December 31, 1997                        35            36
- --------------------------------------------------------------

    The fair value for long-term debt and preferred securities was based on
either closing market price or closing price of comparable instruments.

Materials and Supplies

Generally, materials and supplies include the cost of transmission, 
distribution and generating plant materials.  Materials are charged to
inventory when purchased and then expensed or capitalized to plant, as
appropriate, when used or installed.  


                                       19




NOTES (continued)
Mississippi Power Company 1998 Annual Report


Provision for Property Damage

Mississippi Power is self-insured for the cost of storm, fire and other
uninsured casualty damage to its property, including transmission and
distribution facilities. As permitted by regulatory authorities, the Company
provided for such costs by charges to income of $1.5 million in each of the
years 1998, 1997 and 1996. The cost of repairing damage resulting from such
events that individually exceed $50 thousand is charged to the accumulated
provision to the extent it is available. Effective January 1995, regulatory
treatment by the MPSC allowed a maximum accumulated provision of $18 million.

    Hurricane Georges struck Mississippi's service area on September 28, 1998,
causing power outages and widespread flooding in certain counties. Current
estimates place the cost of repairing Mississippi's damaged facilities at
approximately $16.4 million, of which $1.5 million is expected to be recovered
from insurance. Substantially all of the cost ($13.9 million) was charged to the
property damage reserve; income will not be significantly affected by these
restoration costs. As of December 31, 1998, the accumulated provision amounted
to $0.9 million.

2.  RETIREMENT BENEFITS

Mississippi Power has a defined benefit, trusteed, pension plan that covers
substantially all regular employees. The Company provides certain medical care
and life insurance benefits for retired employees. Substantially all these
employees may become eligible for such benefits when they retire. The Company
funds trusts to the extent deductible under federal income tax regulations or to
the extent required by the MPSC. In 1998, the Company adopted FASB Statement No.
132 Employers' Disclosure about Pensions and Other Postretirement Benefits The
measurement date is September 30 for each year.

Pension Plan

Changes during the year in the projected benefit obligations and in the fair
value of plan assets were as follows:

                                              Projected
                                         Benefit Obligations
                                     ----------------------------
                                             1998           1997
- -----------------------------------------------------------------
                                           (in thousands)
Balance at beginning of year             $132,131       $127,834
Service cost                                3,848          4,015
Interest cost                               9,613          9,407
Benefits paid                              (7,845)        (5,384)
Actuarial (gain) loss and
    employee transfers                      5,060         (3,571)
Effect of workforce reduction                   -           (170)
- -----------------------------------------------------------------
Balance at end of year                   $142,807       $132,131
=================================================================

                                             Plan Assets
                                     ----------------------------
                                             1998           1997
- -----------------------------------------------------------------
                                           (in thousands)
Balance at beginning of year              $207,457      $179,658
Actual return on plan assets                 1,252        33,718
Benefits paid                               (7,845)       (5,385)
Employee transfers                          (2,764)         (534)
- -----------------------------------------------------------------
Balance at end of year                    $198,100      $207,457
=================================================================

    The accrued pension costs recognized in the Balance Sheets
were as follows:

                                               1998            1997
- --------------------------------------------------------------------
                                                (in thousands)
Funded status                               $ 55,293       $ 75,326
Unrecognized transition obligation            (4,359)        (4,903)
Unrecognized prior service cost                5,405          5,818
Unrecognized net gain                        (56,590)       (78,936)
- --------------------------------------------------------------------
Accrued liability recognized in the
    Balance Sheets                          $   (251)      $  2,695
====================================================================

                                       20


NOTES (continued)
Mississippi Power Company 1998 Annual Report


    Components of the plans' net periodic cost were as follows:

                                       1998       1997        1996
- ------------------------------------------------------------------
                                          (in thousands)
Service cost                       $  3,848   $  4,015    $  3,842
Interest cost                         9,613      9,407       9,310
Expected return on
    Plan assets                     (13,817)   (12,805)    (12,562)
Recognized net gain                  (1,956)    (1,729)     (1,202)
Net amortization                       (131)      (119)       (232)
- -------------------------------------------------------------------
Net pension income                 $ (2,443)  $ (1,231)   $   (844)
===================================================================

    The weighted average rates assumed in the actuarial calculations for both
the pension plans and postretirement benefits were:

                                               1998       1997
 ---------------------------------------------------------------
 Discount                                      6.75%      7.50%
 Annual salary increase                        4.25       5.00
 Long-term return on plan assets               8.50       8.50
 ---------------------------------------------------------------

Postretirement Benefits

Changes during the year in the projected benefit obligations and in the fair
value of plan assets were as follows:

                                              Projected
                                         Benefit Obligations
                                     ----------------------------
                                             1998           1997
- -----------------------------------------------------------------
                                           (in thousands)
Balance at beginning of year              $43,417        $41,108
Service cost                                  806            867
Interest cost                               3,162          2,922
Benefits paid                              (2,302)        (1,495)
Actuarial loss and
    employee transfers                      2,177          2,824
Effect of work force reduction                  -         (2,809)
- -----------------------------------------------------------------
Balance at end of year                    $47,260        $43,417
=================================================================

                                             Plan Assets
                                     ----------------------------
                                             1998           1997
- -----------------------------------------------------------------
                                           (in thousands)
Balance at beginning of year              $12,189        $10,210
Actual return on plan assets                  176          1,661
Employer contributions                      2,716          1,813
Benefits paid                              (2,302)        (1,495)
- -----------------------------------------------------------------
Balance at end of year                    $12,779        $12,189
=================================================================

    The accrued postretirement costs recognized in the Balance Sheets were as
follows:

                                                   1998         1997
- --------------------------------------------------------------------
                                                (in thousands)
Funded status                                  $(34,481)    $(31,228)
Unrecognized transition obligation                4,967        5,313
Unrecognized net loss (gain)                      1,010       (1,980)
Fourth quarter contributions                        577          728
- --------------------------------------------------------------------
Accrued liability recognized in the
    Balance Sheets                             $(27,927)    $(27,167)
======================================================================

    Components of the plans' net periodic cost were as follows:

                                      1998        1997       1996
- ------------------------------------------------------------------
                                          (in thousands)
Service cost                        $  806      $  867     $  958
Interest cost                        3,162       2,922      2,830
Expected return on
    plan assets                       (989)       (815)      (696)
Recognized net (gain) loss               -          (7)        18
Net amortization                       346         362        362
- ------------------------------------------------------------------
Net postretirement cost             $3,325      $3,329     $3,472
==================================================================

                                       21



NOTES (continued)
Mississippi Power Company 1998 Annual Report


    An additional assumption used in measuring the accumulated postretirement
benefit obligation was a weighted average medical care cost trend rate of 8.30
percent for 1998, decreasing gradually to 4.75 percent through the year 2005 and
remaining at that level thereafter. An annual increase or decrease in the
assumed medical care cost trend rate of 1 percent would increase the accumulated
benefit obligation and the service and interest cost components at December 31,
1998 as follows:

                                      1 Percent      1 Percent
                                       Increase      Decrease
- -------------------------------------------------- --------------
                                           (in thousands)
Benefit obligation                       $3,128       $(2,652)
Service and interest costs                  281          (236)
- -----------------------------------------------------------------

Workforce Reduction Programs

    In 1997, approximately one hundred employees of Mississippi Power accepted
the terms of a workforce reduction plan. The total cost to be incurred in
connection with this voluntary plan is expected to be $18.2 million, including a
$2.5 million pension and postretirement benefits curtailment loss. The MPSC
approved the deferral and amortization of these program costs over a period not
to exceed 60 months beginning no later than July 1998. The unamortized balance
of this program was $12.7 million at December 31, 1998.

3.  LITIGATION AND REGULATORY MATTERS

Retail Rate Adjustment Plans

Mississippi Power's retail base rates are set under a Performance Evaluation
Plan (PEP) approved by the MPSC in 1994. PEP was designed with the objective
that the plan would reduce the impact of rate changes on the customer and
provide incentives for Mississippi Power to keep customer prices low. PEP
includes a mechanism for sharing rate adjustments based on the Company's ability
to maintain low rates for customers and on the Company's performance as measured
by three indicators that emphasize price and service to the customer. PEP
provides for semiannual evaluations of Mississippi's performance-based return on
investment. Any change in rates is limited to 2 percent of retail revenues per
evaluation period. PEP will remain in effect until the MPSC modifies or
terminates the plan. In September 1996, the MPSC under PEP approved a retail
revenue increase of $4.5 million (1.06 percent of annual retail revenue) which
became effective in October 1996. There were no PEP retail revenue changes for
1998 or 1997.

FERC Reviews Equity Returns

    On September 21, 1998, the FERC entered separate orders affirming the
outcome of its administrative law judge's opinions in two proceedings in which
the return on common equity component contained in substantially all of the
operating companies' wholesale formula rate contracts was being challenged as
unnecessarily high. These orders resulted in no change in the wholesale
contracts. The FERC also dismissed a complaint filed by the three customers
under long-term power sales agreements seeking to lower the equity return
component in such agreements. These customers have filed applications for
rehearing regarding each FERC order. In response to a requirement of the
September 1998 FERC orders, Southern Company filed a new equity return component
on the long-term power sales contracts, to be effective January 5, 1999. The
proposed equity return was lowered from 13.75 percent to 12.5 percent. The FERC
placed the new rates into effect subject to refund. Also this filing was
consolidated with the new proceeding discussed below.

    On December 28, 1998, the FERC staff filed a motion asking the FERC to
initiate a new proceeding regarding the equity return and other issues involving
the operating companies' formula rate contracts. The motion was submitted
pursuant to review procedures applicable to these contracts, and would be
applicable to billings under such contracts on and after January 1, 1999.

Environmental Compliance Overview Plan

The MPSC approved Mississippi Power's Environmental Compliance Overview Plan
(ECO) in 1992. The plan establishes procedures to facilitate the MPSC's overview
of the Company's environmental strategy and provides for recovery of costs
(including costs of capital) associated with environmental projects approved by
the MPSC. Under the ECO Plan any increase in the annual revenue requirement is
limited to 2 percent of retail revenues. However, the plan also provides for
carryover of any amount over the 2 percent limit into the next year's revenue
requirement. In 1997, the Company's filing with the MPSC under the ECO Plan
resulted in an annual retail rate increase of $0.9 million. The 1998 ECO filing
resulted in a small decrease in customer prices.
  

                                     22



NOTES (continued)
Mississippi Power Company 1998 Annual Report


    Mississippi Power conducts studies, when possible, to determine the extent
of any required environmental remediation. Should such remediation be determined
to be probable, reasonable estimates of costs to clean up such sites are
developed and recognized in the financial statements. A currently owned site
where manufactured gas plant operations were located prior to the Company's
ownership is being investigated for potential remediation. In recognition of
probable remediation, the Company in 1995 recorded a liability and a deferred
debit (regulatory asset) of $1.8 million, including feasibility study costs. The
Company recognizes such costs as they are incurred and recovers them under the
ECO Plan as provided in the Company's 1995 ECO order. As of December 31, 1998,
the balance in the liability and regulatory asset accounts was $1.5 million. The
remedial investigation has been approved by the Mississippi Department of
Environmental Quality. The site is scheduled to be remediated in 1999. The
Company currently estimates the remediation costs to be approximately $1.5
million before recovery from potentially responsible parties.

Approval for New Capacity

In January of 1998, the Company was granted a Certificate of Public
Convenience and Necessity by the MPSC to build approximately 1,000 megawatts of
combined cycle generation at the Company's Plant Daniel site, to be placed in
service by June 2001. In December 1998, the Company requested approval to
transfer the ownership rights under the certificate to Escatawpa Funding,
Limited Partnership, which will lease the facility to the Company (see Note 4,
Construction Program). The Company also requested approval from the MPSC to
exclude the costs of the new facility from retail rate base and to assign the
Company's existing generating capacity to its retail business, beginning in
2001. In January 1999, the Company and Mississippi Public Utility Staff entered
a stipulation covering the details of cost allocation and ratemaking to effect
this change. In February 1999, the Commission held hearings on this matter and
subsequently granted the Company's request, as modified by the stipulation.

4.  CONSTRUCTION PROGRAM

Mississippi Power is engaged in continuous construction programs, the costs of
which are currently estimated to total $67 million in 1999, $52 million in 2000,
and $45 million in 2001.

    The construction program is subject to periodic review and revision, and
actual construction costs may vary from the above estimates because of numerous
factors. These factors include changes in business conditions; revised load
growth estimates; changes in environmental regulations; increasing costs of
labor, equipment and materials; and cost of capital. Significant construction
will continue related to transmission and distribution facilities, the upgrading
of generating plants, and the addition of combined cycle generation.

    In February 1999, the Company signed an interim construction agency
agreement with Escatawpa Funding ("Escatawpa"), a limited partnership, that
calls for the Company to design and construct, as agent for Escatawpa, a 1064
megawatt natural gas combined cycle facility. On or before April 30, 1999,
Escatawpa and the Company anticipate entering into an Agreement for Lease (which
will supersede the interim construction agency agreement), and a Lease
Agreement. It is anticipated that the total project will cost approximately $406
million. Upon project completion, the Company will lease the facility from
Escatawpa. If the anticipated lease arrangement is not reached, the Company will
either exercise its purchase option or Escatawpa will sell the facility to a
third party.

5.  FINANCING AND COMMITMENTS

Financing

Mississippi Power's construction program is expected to be financed from
internal and other sources, such as the issuance of additional long-term debt
and preferred securities and the receipt of capital contributions from Southern
Company.

    The amounts of first mortgage bonds and preferred stock that can be issued
in the future will be contingent upon market conditions, adequate earnings
levels, regulatory authorizations and other factors.

    At December 31, 1998, Mississippi Power had total committed credit
agreements with banks for $96.3 million. At year-end 1998, the unused portion of
these committed credit agreements was $76.3 million. These credit agreements
expire at various dates in 1999 and in 2000. Some of these agreements allow
short-term borrowings to be converted into term loans, payable in 12 equal
quarterly installments, with the first installment due at the end of the first


                                       23



NOTES (continued)
Mississippi Power Company 1998 Annual Report


calendar quarter after the applicable termination date or at an earlier date at
the Company's option. In connection with these credit arrangements, the Company
agrees to pay commitment fees based on the unused portions of the commitments or
to maintain compensating balances with the banks. At December 31, 1998, the
Company had $13 million of short-term borrowings outstanding.

Assets Subject to Lien

Mississippi Power's mortgage indenture dated as of September 1, 1941, as amended
and supplemented, which secures the first mortgage bonds issued by the Company,
constitutes a direct first lien on substantially all of the Company's fixed
property and franchises.

Lease Agreements

In 1984, Mississippi Power and Gulf States Utilities (now Entergy) entered into
a forty-year transmission facilities agreement whereby Entergy began paying a
use fee to the Company covering all expenses relative to ownership and operation
and maintenance of a 500 kV line, including amortization of its original $57
million cost. For the three years ended 1998 use fees collected under this
agreement, net of related expenses, amounted to $3.4 million each year, and are
included within Other Income in the Statements of Income.

    In 1989, Mississippi Power entered into a twenty-two
year lease agreement for the use of 495 aluminum railcars. In 1994, a second
lease agreement for the use of 250 additional aluminum railcars was also entered
into for twenty-two years. The Company has the option to purchase the 745
railcars at the greater of lease termination value or fair market value, or to
renew the leases at the end of the lease term. In 1997, a third lease agreement
for the use of 360 railcars was also entered into for three years, with a
monthly renewal option for up to an additional nine months. All of these leases,
totaling 1,105 railcars, were for the transport of coal at Plant Daniel.

    Gulf Power, as joint owner of Plant Daniel, is responsible for one half of
the lease cost. The Company's share (50%) of the leases, charged to fuel
inventory, was $2.8 million in 1998, $2.0 million in 1997, and $1.7 million in
1996. The Company's annual lease payments for 1999 through 2003 will average
approximately $2.2 million and after 2003, lease payments total in aggregate
approximately $16 million.

Fuel and Purchased Power Commitments

To supply a portion of the fuel requirements of its generating plants,
Mississippi Power has entered into various long-term commitments for the
procurement of fuel. In most cases, these contracts contain provisions for price
escalations, minimum production levels, and other financial commitments.

    Total estimated obligations at December 31, 1998, were as follows:

    Year                                       Fuel
  --------                                --------------      
                                           (in millions)
    1999                                       $111
    2000                                         80       
- ----------------------------------------------------------
    Total commitments                          $191 
- ----------------------------------------------------------      

Additional commitments for fuel will be required in the future to supply the
Company's fuel needs.

     In 1996, Mississippi Power entered into agreements to purchase options for
summer peaking power for the years 1997 through 2000. The Company has purchased
options from power marketers for up to 250 megawatts of peaking power in 1997;
300 megawatts in 1998; 250 megawatts in 1999; and 400 megawatts in 2000. In
1997and 1998, Mississippi Power exercised its option to purchase 250 megawatts
and 300 megawatts of peaking capacity respectively. In June 1997, the MPSC
approved Mississippi Power's request that it be allowed to earn a return on the
capacity portion of this agreement. Mississippi Power expects to exercise its
option to purchase 250 megawatts of summer peaking capacity in 1999.

                                       24



NOTES (continued)
Mississippi Power Company 1998 Annual Report


6.  JOINT OWNERSHIP AGREEMENTS

Mississippi Power and Alabama Power own as tenants in common Units 1 and 2 at
Greene County Electric Generating Plant located in Alabama; and Mississippi
Power and Gulf Power own as tenants in common Daniel Electric Generating Plant
located in Mississippi.

     At December 31, 1998, Mississippi Power's percentage ownership and
investment in these jointly owned facilities were as follows:

                                            
                                            Company's
 Generating         Total      Percent        Gross         Accumulated
    Plant          Capacity   Ownership     Investment      Depreciation
- -------------     ---------   ---------    ------------     ------------   
                (Megawatts)                 (in thousands)
 Greene                                   
   County
  Units 1 and  2      500       40%         $ 60,868           $27,767

 Daniel             1,000       50%          219,082            99,006
 --------------------------------------------------------------------------

    Mississippi Power's share of plant operating expenses is included in the
corresponding operating expenses in the Statements of Income.

7.  LONG-TERM POWER SALES AGREEMENTS

Mississippi Power and the other operating affiliates of Southern Company have
long-term contractual agreements for the sale of capacity and energy to certain
non-affiliated utilities located outside the system's service area. Because the
energy is generally sold at cost under these agreements, profitability is
primarily affected by revenues from capacity sales. The capacity revenues have
been $10,389 in 1998; $8,000 in 1997; and none in 1996.

8.  INCOME TAXES

At December 31, 1998, the tax-related regulatory assets and liabilities were $23
million and $37 million, respectively. These assets are attributable to tax
benefits flowed through to customers in prior years and to taxes applicable to
capitalized AFUDC. These liabilities are attributable to deferred taxes
previously recognized at rates higher than current enacted tax law and to
unamortized investment tax credits.

    Details of the federal and state income tax provisions are shown below:

                                     1998        1997       1996
                                ----------------------------------
                                           (in thousands)
 Total provision for
    income taxes
 Federal --
    Currently payable             $20,500     $27,651    $29,888
    Deferred  --current year        7,007       8,171     13,816
              --reversal of
               prior years          2,435      (9,236)   (14,913)
 -----------------------------------------------------------------
                                   29,942      26,586     28,791
 -----------------------------------------------------------------
 State --
    Currently payable               2,544       5,537      3,588
    Deferred  --current year        1,568       1,756      4,727
              --reversal of
               prior years            610      (2,499)    (3,556)
 -----------------------------------------------------------------
                                    4,722       4,794      4,759
 -----------------------------------------------------------------
 Total                             34,664      31,380     33,550
 Less income taxes charged
    to other income                   165        (588)       932
 -----------------------------------------------------------------
 Federal and state
    income taxes charged
    to operations                 $34,499     $31,968    $32,618
 =================================================================



                                       25



NOTES (continued)
Mississippi Power Company 1998 Annual Report


    The tax effects of temporary differences between the carrying amounts of
assets and liabilities in the financial statements and their respective tax
bases, which give rise to deferred tax assets and liabilities are as follows:

                                        1998             1997
                                   ----------------------------
                                           (in thousands)
 Deferred tax liabilities:
    Accelerated depreciation        $153,768         $149,941
    Basis differences                  9,642           10,037
    Other                             26,038           25,097
 ---------------------------------------------------------------
 Total                               189,448          185,075
 ---------------------------------------------------------------
 Deferred tax assets:
    Other property
     basis differences                22,391           23,139
    Pension and
     other benefits                    9,441            9,803
    Property insurance                 1,526            5,351
    Unbilled fuel                      2,080              802
    Other                             14,406           19,714
 ---------------------------------------------------------------
 Total                                49,844           58,809
 ---------------------------------------------------------------
 Net deferred tax
    liabilities                      139,604          126,266
 Portion included in
    current assets, net                4,248            8,379
 ---------------------------------------------------------------
 Accumulated deferred
    income taxes in the
    Balance Sheets                  $143,852         $134,645
 ===============================================================

    Deferred investment tax credits are amortized over the life of the related
property with such amortization normally applied as a credit to reduce
depreciation in the Statements of Income. Credits amortized in this manner
amounted to $1.2 million in 1998, $1.2 million in 1997, and $1.4 million in
1996. At December 31, 1998, all investment tax credits available to reduce
federal income taxes payable had been utilized.

    A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:

                                       1998     1997           1996
                                 ----------------------------------
 Federal statutory rate               35.00%   35.00%         35.00%
 State income tax, net of
    federal deduction                  3.34     3.51           3.39
 Non-deductible book
    depreciation                        .47      .47            .46
 Other                                (1.04)   (3.60)         (2.05)
 ------------------------------------------------------------------
 Effective income tax rate            37.77%   35.38%        36.80%
 ==================================================================

    Southern Company files a consolidated federal income tax return. Under a
joint consolidated income tax agreement, each subsidiary's current and deferred
tax expense is computed on a stand-alone basis. Tax benefits from losses of the
parent company are allocated to each subsidiary based on the ratio of taxable
income to total consolidated taxable income.

9.    COMPANY OBLIGATED MANDATORILY
      REDEEMABLE PREFERRED SECURITIES

In February 1997, Mississippi Power Capital Trust I (Trust I), of which the
Company owns all the common securities, issued $35 million of 7.75 percent
mandatorily redeemable preferred securities. Substantially all of the assets of
Trust I are $36 million aggregate principal amount of the Company's 7.75 percent
junior subordinated notes due February 15, 2037.

    The Company considers that the mechanisms and obligations relating to the
preferred securities, taken together, constitute a full and unconditional
guarantee by Mississippi Power Capital Trust for the obligation with respect to
the preferred securities.

    The Trust is a subsidiary of the Company, and accordingly is consolidated in
the Company's financial statements.

10. LONG-TERM DEBT DUE WITHIN ONE YEAR

A summary of the improvement fund requirements and scheduled maturities and
redemptions of long-term debt due within one year is as follows:

                                               1998        1997
                                             -------------------
                                                (in thousands)
 Bond improvement fund requirement           $ 1,000     $1,750
 Less:  Portion to be satisfied by
       certifying property additions           1,000      1,750
 ---------------------------------------------------------------
 Cash sinking fund requirement                     -          -
 Redemptions of first mortgage bonds               -     35,000
 Current portion of other long-term debt      50,000
 Pollution control bond cash
    sinking fund requirements                     20         20
 ---------------------------------------------------------------
 Total                                       $50,020    $35,020
 ===============================================================
                                       26




NOTES (continued()
Mississippi Power Company 1998 Annual Report

    The first mortgage bond improvement fund requirement is one percent of each
outstanding series authenticated under the indenture of Mississippi Power prior
to January 1 of each year, other than first mortgage bonds issued as collateral
security for certain pollution control obligations. The requirement must be
satisfied by June 1 of each year by depositing cash or reacquiring bonds, or by
pledging additional property equal to 166-2/3 percent of such requirement.

11. COMMON STOCK DIVIDEND RESTRICTIONS

Mississippi Power's first mortgage bond indenture and the corporate charter
contain various common stock dividend restrictions. At December 31, 1998,
approximately $118 million of retained earnings was restricted against the
payment of cash dividends on common stock under the most restrictive terms of
the mortgage indenture or corporate charter.

12. QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data for 1998 and 1997 are as follows:

                                                         Net Income
                                                    After Dividends
                         Operating     Operating       On Preferred
Quarter Ended             Revenues        Income              Stock
- --------------------------------------------------------------------
                                     (in thousands)
March 1998                $122,156       $15,367             $8,388
June 1998                  156,612        20,123             13,713
September 1998             191,699        34,167             28,309
December 1998              124,664        10,715              4,696

March 1997                $116,903       $17,132            $10,645
June 1997                  128,915        19,340             12,618
September 1997             171,874        30,441             25,163
December 1997              125,896        11,043              5,584
- --------------------------------------------------------------------

    Mississippi Power's business is influenced by seasonal weather conditions
and the timing of rate changes.


                                       27





SELECTED FINANCIAL AND OPERATING DATA
Mississippi Power Company 1998 Annual Report

                                                                                                        
===========================================================================================================================
                                                                                     1998           1997            1996
- ---------------------------------------------------------------------------------------------------------------------------

Operating Revenues (in thousands)                                                $595,131       $543,588        $544,029
Net Income after Dividends
     on Preferred Stock (in thousands)                                            $55,105        $54,010         $52,723
Cash Dividends on Common Stock (in thousands)                                     $51,700        $49,400         $43,900
Return on Average Common Equity (percent)                                            14.2           14.0            13.9
Total Assets (in thousands)                                                    $1,189,605     $1,166,829      $1,142,327
Gross Property Additions (in thousands)                                           $68,231        $55,375         $61,314
- ---------------------------------------------------------------------------------------------------------------------------
Capitalization (in thousands):
Common stock equity                                                              $391,231       $387,824        $383,734
Preferred stock                                                                    31,809         31,896          74,414
Preferred stock subject to mandatory redemption                                         -              -               -
Company obligated mandatorily redeemable preferred securities                      35,000         35,000               -
Long-term debt                                                                    292,744        291,665         326,379
- ---------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                                    $750,784       $746,385        $784,527
===========================================================================================================================
Capitalization Ratios (percent):
Common stock equity                                                                  52.1           52.0            48.9
Preferred stock                                                                       4.2            4.3             9.5
Company obligated mandatorily redeemable preferred securities                         4.7            4.7               -
Long-term debt                                                                       39.0           39.0            41.6
- ---------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                                       100.0          100.0           100.0
===========================================================================================================================
First Mortgage Bonds (in thousands):
Issued                                                                                  -              -               -
Retired                                                                            75,000              -          45,447
Preferred Stock (in thousands):
Issued                                                                                  -              -               -
Retired                                                                                87         42,518               -
Company Obligated Mandatorily Redeemable
     Preferred Securities (in thousands):
Issued                                                                                  -         35,000               -
- ---------------------------------------------------------------------------------------------------------------------------
Security Ratings:
First Mortgage Bonds -
     Moody's                                                                          Aa3            Aa3             Aa3
     Standard and Poor's                                                              AA-            AA-              A+
     Duff & Phelps                                                                    AA-            AA-             AA-
Preferred Stock -
     Moody's                                                                           a1             a1              a1
     Standard and Poor's                                                                A              A               A
     Duff & Phelps                                                                     A+             A+              A+
- ---------------------------------------------------------------------------------------------------------------------------
Customers (year-end):
Residential                                                                       156,530        156,650         154,630
Commercial                                                                         31,319         31,667          30,366
Industrial                                                                            587            642             639
Other                                                                                 200            200             200
- ----------------------------------------------------------------------------------------------------------------------------
Total                                                                             188,636        189,159         185,835
===========================================================================================================================
Employees (year-end)                                                                1,230          1,245           1,363
- ---------------------------------------------------------------------------------------------------------------------------


                                       28





SELECTED FINANCIAL AND OPERATING DATA
Mississippi Power Company 1998 Annual Report

                                                                                                       
==============================================================================================================================
                                                                          1995           1994            1993            1992
- ------------------------------------------------------------------------------------------------------------------------------

Operating Revenues (in thousands)                                     $516,553       $499,162        $474,883        $434,447
Net Income after Dividends
     on Preferred Stock (in thousands)                                 $52,531        $49,157         $42,436         $36,790
Cash Dividends on Common Stock (in thousands)                          $39,400        $34,100         $29,000         $28,000
Return on Average Common Equity (percent)                                14.26          14.38           14.09           13.27
Total Assets (in thousands)                                         $1,148,953     $1,123,711      $1,050,334        $791,283
Gross Property Additions (in thousands)                                $67,570       $104,014        $139,976         $68,189
- ------------------------------------------------------------------------------------------------------------------------------
Capitalization (in thousands):
Common stock equity                                                   $374,884       $361,753        $321,768        $280,640
Preferred stock                                                         74,414         74,414          74,414          74,414
Preferred stock subject to mandatory redemption                              -              -               -               -
Company obligated mandatorily redeemable preferred securities                -              -               -               -
Long-term debt                                                         288,820        306,522         250,391         238,650
- ------------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                         $738,118       $742,689        $646,573        $593,704
==============================================================================================================================
Capitalization Ratios (percent):
Common stock equity                                                       50.8           48.7            49.8            47.3
Preferred stock                                                           10.1           10.0            11.5            12.5
Company obligated mandatorily redeemable preferred securities                -              -               -               -
Long-term debt                                                            39.1           41.3            38.7            40.2
- ------------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                            100.0          100.0           100.0           100.0
==============================================================================================================================
First Mortgage Bonds (in thousands):
Issued                                                                  30,000         35,000          70,000          40,000
Retired                                                                  1,625         32,628          51,300         104,703
Preferred Stock (in thousands):
Issued                                                                       -              -          23,404          35,000
Retired                                                                      -              -          23,404               -
Company Obligated Mandatorily Redeemable
     Preferred Securities (in thousands):
Issued                                                                       -              -               -               -
- ------------------------------------------------------------------------------------------------------------------------------
Security Ratings:
First Mortgage Bonds -
     Moody's                                                               Aa3            Aa3              A1              A1
     Standard and Poor's                                                    A+             A+              A+              A+
     Duff & Phelps                                                         AA-             A+              A+              A+
Preferred Stock -
     Moody's                                                                a1             a1              a1              a1
     Standard and Poor's                                                     A              A               A               A
     Duff & Phelps                                                          A+              A               A               A
- ------------------------------------------------------------------------------------------------------------------------------
Customers (year-end):
Residential                                                            154,014        152,891         151,692         150,248
Commercial                                                              29,903         29,276          28,648          28,056
Industrial                                                                 642            650             570             573
Other                                                                      194            189             190             189
- ------------------------------------------------------------------------------------------------------------------------------
Total                                                                  184,753        183,006         181,100         179,066
==============================================================================================================================
Employees (year-end)                                                     1,421          1,535           1,586           1,619
- ------------------------------------------------------------------------------------------------------------------------------




                                       29A




SELECTED FINANCIAL AND OPERATING DATA
Mississippi Power Company 1998 Annual Report
                                                                                                        
============================================================================================================================-
                                                                         1991           1990            1989            1988
- -----------------------------------------------------------------------------------------------------------------------------

Operating Revenues (in thousands)                                    $432,386       $446,871        $442,650        $437,939
Net Income after Dividends
     on Preferred Stock (in thousands)                                $22,627        $34,176         $38,576         $36,081
Cash Dividends on Common Stock (in thousands)                         $28,500        $27,500         $27,000         $27,600
Return on Average Common Equity (percent)                                8.17          12.36           14.43           14.03
Total Assets (in thousands)                                          $790,641       $800,026        $786,570        $779,319
Gross Property Additions (in thousands)                               $53,675        $49,009         $43,916         $54,550
- -----------------------------------------------------------------------------------------------------------------------------
Capitalization (in thousands):
Common stock equity                                                  $273,855       $279,833        $273,157        $261,473
Preferred stock                                                        39,414         39,414          39,414          39,414
Preferred stock subject to mandatory redemption                             -          3,750           4,500           5,250
Company obligated mandatorily redeemable preferred securities               -              -               -               -
Long-term debt                                                        304,150        270,724         277,693         287,525
- -----------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                        $617,419       $593,721        $594,764        $593,662
=============================================================================================================================
Capitalization Ratios (percent):
Common stock equity                                                      44.4           47.1            45.9            44.1
Preferred stock                                                           6.4            7.3             7.4             7.5
Company obligated mandatorily redeemable preferred securities               -              -               -               -
Long-term debt                                                           49.2           45.6            46.7            48.4
- -----------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                           100.0          100.0           100.0           100.0
=============================================================================================================================
First Mortgage Bonds (in thousands):
Issued                                                                 50,000              -               -               -
Retired                                                                     -          4,000           3,823               -
Preferred Stock (in thousands):
Issued                                                                      -              -               -               -
Retired                                                                 4,118            750             750           1,500
Company Obligated Mandatorily Redeemable
     Preferred Securities (in thousands):
Issued                                                                      -              -               -               -
- -----------------------------------------------------------------------------------------------------------------------------
Security Ratings:
First Mortgage Bonds -
     Moody's                                                               A1             A1              A1              A1
     Standard and Poor's                                                   A+             A+              A+              A+
     Duff & Phelps                                                         A+             A+              A+               5
Preferred Stock -
     Moody's                                                               a1             a1              a1              a1
     Standard and Poor's                                                    A              A               A               A
     Duff & Phelps                                                          A              A               A               6
- -----------------------------------------------------------------------------------------------------------------------------
Customers (year-end):
Residential                                                           148,978        147,738         147,308         146,750
Commercial                                                             27,441         27,134          26,867          26,751
Industrial                                                                562            574             525             478
Other                                                                     400            411             404             399
- -----------------------------------------------------------------------------------------------------------------------------
Total                                                                 177,381        175,857         175,104         174,378
=============================================================================================================================
Employees (year-end)                                                    1,630          1,842           1,750           1,831
- -----------------------------------------------------------------------------------------------------------------------------


                                       29B





SELECTED FINANCIAL AND OPERATING DATA (continued)
Mississippi Power Company 1998 Annual Report

                                                                                                        
- -------------------------------------------------------------------------------------------------------------------------
                                                                                     1998           1997            1996
- -------------------------------------------------------------------------------------------------------------------------

Operating Revenues (in thousands):
Residential                                                                      $157,642       $138,608        $137,055
Commercial                                                                        145,677        134,208         131,734
Industrial                                                                        135,039        140,233         141,324
Other                                                                               4,209          4,193           4,013
- -------------------------------------------------------------------------------------------------------------------------
Total retail                                                                      442,567        417,242         414,126
Sales for resale - non-affiliates                                                 121,225        105,141          99,596
Sales for resale - affiliates                                                      18,285         10,143          21,830
- -------------------------------------------------------------------------------------------------------------------------
Total revenues from sales of electricity                                          582,077        532,526         535,552
Other revenues                                                                     13,054         11,062           8,477
- ---------------------------------------------------------------------------------------------------------  --------------
Total                                                                            $595,131       $543,588        $544,029
=========================================================================================================================
Kilowatt-Hour Sales (in thousands):
Residential                                                                     2,248,915      2,039,042       2,079,611
Commercial                                                                      2,623,276      2,407,520       2,315,860
Industrial                                                                      3,729,166      3,981,875       3,960,243
Other                                                                              39,772         40,508          39,297
- -------------------------------------------------------------------------------------------------------------------------
Total retail                                                                    8,641,129      8,468,945       8,395,011
Sales for resale - non-affiliates                                               3,157,837      2,895,182       2,726,993
Sales for resale - affiliates                                                     552,142        478,884         693,510
- -------------------------------------------------------------------------------------------------------------------------
Total                                                                          12,351,108     11,843,011      11,815,514
=========================================================================================================================
Average Revenue Per Kilowatt-Hour (cents):
Residential                                                                          7.01           6.80            6.59
Commercial                                                                           5.55           5.57            5.69
Industrial                                                                           3.62           3.52            3.57
Total retail                                                                         5.12           4.93            4.93
Total sales                                                                          4.71           4.50            4.53
Residential Average Annual Kilowatt-Hour Use Per Customer                          14,375         13,132          13,469
Residential Average Annual Revenue Per Customer                                 $1,007.68        $892.68         $887.66
Plant Nameplate Capacity Ratings (year-end) (megawatts)                             2,086          2,086           2,086
Maximum Peak-Hour Demand (megawatts):
Winter                                                                              1,740          1,922           2,030
Summer                                                                              2,339          2,209           2,117
Annual Load Factor (percent)                                                         58.0           59.1            60.7
Plant Availability - Fossil-Steam (percent)                                          90.0           92.4            91.8
- -------------------------------------------------------------------------------------------------------------------------
Source of Energy Supply (percent):
Coal                                                                                 66.0           70.0            70.4
Oil and gas                                                                          15.0           13.0            12.0
Purchased power -
     From non-affiliates                                                              8.0            3.0             6.5
     From affiliates                                                                 11.0           14.0            11.1
- -------------------------------------------------------------------------------------------------------------------------
Total                                                                               100.0          100.0           100.0
=========================================================================================================================
Total Fuel Economy Data:
BTU per net kilowatt-hour generated                                                10,261         10,078          10,038
Cost of fuel per million BTU (cents)                                               157.93         153.32          156.08
Average cost of fuel per net kilowatt-hour generated (cents)                         1.62           1.54            1.57
- -------------------------------------------------------------------------------------------------------------------------




                                       30




SELECTED FINANCIAL AND OPERATING DATA (continued)
Mississippi Power Company 1998 Annual Report

                                                                                                       
===========================================================================================================================
                                                                       1995           1994            1993            1992
- ---------------------------------------------------------------------------------------------------------------------------

Operating Revenues (in thousands):
Residential                                                        $134,286       $124,257        $118,793        $109,781
Commercial                                                          131,034        124,716         115,152         107,131
Industrial                                                          140,947        142,268         130,198         117,010
Other                                                                 3,914          3,882           3,760           3,533
- ---------------------------------------------------------------------------------------------------------------------------
Total retail                                                        410,181        395,123         367,903         337,455
Sales for resale - non-affiliates                                    91,820         88,122          83,511          80,213
Sales for resale - affiliates                                         7,691          9,538          15,519          10,055
- ---------------------------------------------------------------------------------------------------------------------------
Total revenues from sales of electricity                            509,692        492,783         466,933         427,723
Other revenues                                                        6,861          6,379           7,950           6,724
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                              $516,553       $499,162        $474,883        $434,447
===========================================================================================================================
Kilowatt-Hour Sales (in thousands):
Residential                                                       2,040,608      1,922,217       1,929,835       1,804,858
Commercial                                                        2,242,163      2,100,625       1,933,685       1,811,042
Industrial                                                        3,813,456      3,847,011       3,623,543       3,536,634
Other                                                                38,559         38,147          38,357          38,261
- ---------------------------------------------------------------------------------------------------------------------------
Total retail                                                      8,134,786      7,908,000       7,525,420       7,190,795
Sales for resale - non-affiliates                                 2,493,519      2,555,914       2,544,982       2,687,917
Sales for resale - affiliates                                       243,554        174,342         426,919         280,443
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                             0,871,859     10,638,256      10,497,321      10,159,155
===========================================================================================================================
Average Revenue Per Kilowatt-Hour (cents):
Residential                                                            6.58           6.46            6.16            6.08
Commercial                                                             5.84           5.94            5.96            5.92
Industrial                                                             3.70           3.70            3.59            3.31
Total retail                                                           5.04           5.00            4.89            4.69
Total sales                                                            4.69           4.63            4.45            4.21
Residential Average Annual Kilowatt-Hour Use Per Customer            13,307         12,611          12,780          12,066
Residential Average Annual Revenue Per Customer                     $875.69        $815.21         $786.71         $733.90
Plant Nameplate Capacity Ratings (year-end) (megawatts)               2,086          2,086           2,011           2,011
Maximum Peak-Hour Demand (megawatts):
Winter                                                                1,637          1,636           1,401           1,386
Summer                                                                2,095          1,874           1,872           1,755
Annual Load Factor (percent)                                           60.0           63.4            60.0            60.8
Plant Availability - Fossil-Steam (percent)                            92.1           85.4            88.0            92.0
- ---------------------------------------------------------------------------------------------------------------------------
Source of Energy Supply (percent):
Coal                                                                   58.0           56.0            63.5            60.4
Oil and gas                                                            15.2           10.2             7.6             5.8
Purchased power -
     From non-affiliates                                                2.4            1.2             1.3             1.2
     From affiliates                                                   24.4           32.6            27.6            32.6
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                 100.0          100.0           100.0           100.0
===========================================================================================================================
Total Fuel Economy Data:
BTU per net kilowatt-hour generated                                  10,249         10,295          10,075           9,888
Cost of fuel per million BTU (cents)                                 160.48         165.96          170.13          162.27
Average cost of fuel per net kilowatt-hour generated (cents)           1.64           1.71            1.71            1.60
- ---------------------------------------------------------------------------------------------------------------------------


                                       31A





SELECTED FINANCIAL AND OPERATING DATA (continued)
Mississippi Power Company 1998 Annual Report

                                                                                                       
===========================================================================================================================
                                                                       1991           1990            1989            1988
- ---------------------------------------------------------------------------------------------------------------------------

Operating Revenues (in thousands):
Residential                                                        $103,820       $102,243        $100,068         $96,711
Commercial                                                          103,666        103,352         103,403          98,772
Industrial                                                          116,972        123,754         128,983         123,038
Other                                                                 5,869          6,078           5,992           5,874
- ---------------------------------------------------------------------------------------------------------------------------
Total retail                                                        330,327        335,427         338,446         324,395
Sales for resale - non-affiliates                                    78,826         86,194          82,111          75,525
Sales for resale - affiliates                                        18,044         20,157          16,938          33,747
- ---------------------------------------------------------------------------------------------------------------------------
Total revenues from sales of electricity                            427,197        441,778         437,495         433,667
Other revenues                                                        5,189          5,093           5,155           4,272
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                              $432,386       $446,871        $442,650        $437,939
===========================================================================================================================
Kilowatt-Hour Sales (in thousands):
Residential                                                       1,832,266      1,804,838       1,741,855       1,686,722
Commercial                                                        1,768,441      1,718,074       1,686,302       1,607,988
Industrial                                                        3,297,247      3,311,460       3,204,208       2,879,457
Other                                                                89,375         85,938          87,611          86,049
- ---------------------------------------------------------------------------------------------------------------------------
Total retail                                                      6,987,329      6,920,310       6,719,976       6,260,216
Sales for resale - non-affiliates                                 2,706,320      2,883,581       2,798,086       2,280,341
Sales for resale - affiliates                                       617,696        714,365         527,970       1,100,808
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                             0,311,345     10,518,256      10,046,032       9,641,365
===========================================================================================================================
Average Revenue Per Kilowatt-Hour (cents):
Residential                                                            5.67           5.66            5.74            5.73
Commercial                                                             5.86           6.02            6.13            6.14
Industrial                                                             3.55           3.74            4.03            4.27
Total retail                                                           4.73           4.85            5.04            5.18
Total sales                                                            4.14           4.20            4.35            4.50
Residential Average Annual Kilowatt-Hour Use Per Customer            12,338         12,228          11,842          11,499
Residential Average Annual Revenue Per Customer                     $699.11        $692.70         $680.32         $659.30
Plant Nameplate Capacity Ratings (year-end) (megawatts)               2,011          1,998           1,998           1,966
Maximum Peak-Hour Demand (megawatts):
Winter                                                                1,267          1,201           1,556           1,284
Summer                                                                1,682          1,724           1,682           1,621
Annual Load Factor (percent)                                           61.5           59.0            58.8            57.6
Plant Availability - Fossil-Steam (percent)                            89.8           93.3            94.0            93.0
- ---------------------------------------------------------------------------------------------------------------------------
Source of Energy Supply (percent):
Coal                                                                   64.1           62.6            63.4            86.3
Oil and gas                                                             8.1           14.0            13.5             4.8
Purchased power -
     From non-affiliates                                                0.7            0.8             0.5             0.4
     From affiliates                                                   27.1           22.6            22.6             8.5
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                 100.0          100.0           100.0           100.0
===========================================================================================================================
Total Fuel Economy Data:
BTU per net kilowatt-hour generated                                  10,142         10,319          10,159          10,220
Cost of fuel per million BTU (cents)                                 177.52         183.27          178.38          185.13
Average cost of fuel per net kilowatt-hour generated (cents)           1.80           1.89            1.81            1.89
- ---------------------------------------------------------------------------------------------------------------------------




                                       31B