EXHIBIT 10.30


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This AMENDMENT (the  "Amendment") is made,  effective May 8, 2001,  between
Oglethorpe  Power   Corporation  (the  "Company")  and  Elizabeth  Bush  Higgins
("Employee").

     In consideration for the Company's continued employment of the Employee and
Employee's  continued  employment with the Company,  the parties hereby mutually
agree to amend their original August 1, 2000 Employment Agreement  ("Agreement")
as follows:

     Paragraph  3 of the  Agreement  shall be amended  by adding  the  following
subparagraph (c):

     (c)  Retention  Bonus.  In the event  Employee  remains  employed  with the
Company  through  January 1, 2002, but resigns such  employment  (with notice as
required by Paragraph  4(c) of the  Agreement)  effective at any time during the
period  January 2, 2002  through  December  31,  2003,  Employee  shall  receive
severance pay equivalent to one (1) year of her then-current  base salary,  less
applicable withholdings,  payable in semi-monthly installments (or in such other
manner as the parties  mutually  agree)  during  one-year  period  following her
effective  termination date. This severance payment, if applicable,  shall be in
lieu of any severance payment(s) due under Paragraph 4 of the Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Amendment:



OGLETHORPE POWER COMPANY



By:     /s/ J. Calvin Earwood               Date:    5/8/01
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Name:       J. Calvin Earwood
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Title:      Chairman of the Board
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         /s/ Elizabeth Bush Higgins               5/9/01
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             Elizabeth Bush Higgins                Date