Exhibit 24(c)
February 15, 1995


W. L. Westbrook and Wayne Boston


Dear Sirs:

     Georgia Power Company proposes to file or join in the filing

of statements under the Securities Exchange Act of 1934 with the

Securities and Exchange Commission with respect to the following: 

(1) the filing of its Annual Report on Form 10-K for the year

ended December 31, 1994, and (2) the filing of its quarterly

reports on Form 10-Q during 1995.

     Georgia Power Company and the undersigned directors and

officers of said Company, individually as a director and/or as an

officer of the Company, hereby make, constitute and appoint each

of you our true and lawful Attorney for each of us and in each of

our names, places and steads to sign and cause to be filed with

the Securities and Exchange Commission in connection with the

foregoing said Annual Report on Form 10-K, quarterly reports on

Form 10-Q and any appropriate amendment or amendments thereto and

any necessary exhibits.

                                  Yours very truly,

                                  GEORGIA POWER COMPANY



                                  By /s/H. Allen Franklin
                                    President and Chief Executive
                                               Officer





                              - 2 -





/s/Bennett A. Brown                /s/G. Joseph Prendergast




/s/A. W. Dahlberg                  /s/Herman J. Russell



______________________________     ______________________________
     William A. Fickling, Jr.           Gloria M. Shatto




/s/H. Allen Franklin               /s/William Jerry Vereen




/s/L. G. Hardman III               /s/Carl Ware




/s/Warren Y. Jobe                  /s/Thomas R. Williams




/s/James R. Lientz, Jr.            /s/C. B. Harreld



______________________________
     William A. Parker, Jr.        /s/Judy M. Anderson





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

                       - - - - - - - - - -

          RESOLVED:  That for the purpose of signing reports
     under the Securities Exchange Act of 1934 to be filed with
     the Securities and Exchange Commission with respect to (a)
     the filing of the Company's Annual Report on Form 10-K for
     the year ended December 31, 1994, and (b) quarterly filings
     on Form 10-Q during 1995; and of remedying any deficiencies
     with respect thereto by appropriate amendment or amendments,
     this Company and the members of its Board of Directors
     authorize their several powers of attorney to W. L.
     Westbrook and Wayne Boston.

                       - - - - - - - - - -

          The undersigned officer of Georgia Power Company does
hereby certify that the foregoing is a true and correct copy of
resolution duly and regularly adopted at a meeting of the board
of directors of Georgia Power Company, duly held on February 15,
1995, at which a quorum was in attendance and voting throughout,
and that said resolution has not since been rescinded but is
still in full force and effect.


Dated  March 23, 1995              GEORGIA POWER COMPANY


                                   By /s/Wayne Boston
                                          Assistant Secretary