Exhibit 24.1


February 21, 2001


Thomas A. Fanning, W. L. Westbrook, Gale Klappa and Wayne Boston


Dear Sirs:

         Georgia Power Company proposes to file with the Securities and Exchange
Commission a registration statement or statements under the Securities Act of
1933 with respect to preferred securities of a statutory business trust or
trusts (or other special entity or entities) and guarantee or guarantees and
debt instruments of Georgia Power Company, or any combination of such
securities, in an aggregate amount of up to an additional $1,200,000,000.

         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
(with full power of substitution) for each of us and in each of our names,
places and steads to sign and cause to be filed with the Securities and Exchange
Commission the aforementioned registration statement or statements and any
appropriate amendment or amendments thereto (including post-effective
amendments), to be accompanied in each case by a prospectus and any
appropriately amended prospectus or supplement thereto and any necessary
exhibits.

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

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

                                     Yours very truly,

                                     GEORGIA POWER COMPANY



                                     By /s/David M. Ratcliffe
                                         David M. Ratcliffe
                                         President and Chief Executive Officer






                                      - 2 -

     /s/ Daniel P. Amos                                  /s/ David M. Ratcliffe
       Daniel P. Amos                                      David M. Ratcliffe



   /s/ Juanita P. Baranco                               /s/ William Jerry Vereen
     Juanita P. Baranco                                   William Jerry Vereen



/s/ William A. Fickling, Jr.                                  /s/ Carl Ware
  William A. Fickling, Jr.                                      Carl Ware



    /s/ H. Allen Franklin                                /s/ E. Jenner Wood, III
      H. Allen Franklin                                    E. Jenner Wood, III



    /s/ L. G. Hardman III                                 /s/ Thomas A. Fanning
      L. G. Hardman III                                     Thomas A. Fanning



  /s/ James R. Lientz, Jr.                                /s/ Judy M. Anderson
    James R. Lientz, Jr.                                    Judy M. Anderson



  /s/ G. Joseph Prendergast                               /s/ Cliff S. Thrasher
    G. Joseph Prendergast                                   Cliff S. Thrasher






                                      - 3 -

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

                             - - - - - - - - - - - -

         RESOLVED: That for the purpose of signing and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a registration statement or statements covering not to exceed an additional
$1,200,000,000 of preferred securities of a statutory business trust or trusts
(or other special purpose entity or entities) and guarantee or guarantees and
debt instruments of the Company, or any combination of such securities, and of
amending such registration statement or statements or remedying any deficiencies
with respect thereto by appropriate amendment or amendments (including
post-effective amendments) to such registration statement or statements (both
before and after such statement or statements become effective), this Company,
its officers and the members of its Board of Directors are authorized to grant
their several powers of attorney to Thomas A. Fanning, W. L. Westbrook, Gale
Klappa and Wayne Boston.

                             - - - - - - - - - - - -

         The undersigned officer of Georgia Power Company does hereby certify
that the foregoing is a true and correct copy of a resolution duly and regularly
adopted at a meeting of the Board of Directors of Georgia Power Company, duly
held on February 21, 2001, 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 29, 2001                                GEORGIA POWER COMPANY



                                                     By__/s/Wayne Boston
                                                          Wayne Boston
                                                       Assistant Secretary