Exhibit 24(b)
February 25, 1994
W. Larry Westbrook and E. Wayne Boston
64 Perimeter Center East
Atlanta, Georgia 30346
Dear Sirs:
Alabama Power Company proposes to file with the Securities
and Exchange Commission, under the Securities Exchange Act of
1934, (1) its Annual Report on Form 10-K for the year ended
December 31, 1993, and (2) its quarterly reports on Form 10-Q
during 1994.
Alabama 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 W. L.
Westbrook and Wayne Boston our true and lawful Attorneys 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,
ALABAMA POWER COMPANY
By /s/Elmer B. Harris
Elmer B. Harris, President
- 2 -
/s/Edward L. Addison /s/Gerald H. Powell
/s/Whit Armstrong /s/Robert D. Powers
/s/Philip E. Austin /s/John W. Rouse
______________________________
/s/Margaret A. Carpenter William J. Rushton, III
/s/Peter V. Gregerson, Sr. /s/James H. Sanford
/s/Bill M. Guthrie /s/John Cox Webb, IV
/s/Elmer B. Harris /s/Louis J. Willie
/s/Crawford T. Johnson, III /s/John W. Woods
/s/Carl E. Jones, Jr. /s/David L. Whitson
______________________________
/s/Wallace D. Malone, Jr. William B. Hutchins, III
/s/William V. Muse /s/Art P. Beattie
/s/John T. Porter /s/Charles D. McCrary
Extract from minutes of meeting of the board of directors of
Alabama Power Company.
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RESOLVED: That for the purpose of signing and filing
with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, Alabama Power Company's
annual report on Form 10-K for the year ended December 31,
1993, and of remedying any deficiencies with respect thereto
by appropriate amendment or amendments, and also filing
quarterly reports on Form 10-Q, Alabama Power Company, the
members of its Board of Directors, and its officers are
authorized to give their several powers of attorney to W.
Larry Westbrook and E. Wayne Boston, in substantially the
form of power of attorney presented to this meeting.
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The undersigned officer of Alabama 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 Alabama Power Company, duly held on February 25,
1994, 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 25, 1994 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary