Exhibit 24.1


November 20, 2002


Allen L. Leverett, 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 $800,000,000.
         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/Juanita P. Baranco                     /s/Richard W. Ussery
   Juanita P. Baranco                        Richard W. Ussery



    /s/Anna R. Cablik                     /s/William Jerry Vereen
     Anna R. Cablik                        William Jerry Vereen



  /s/H. Allen Franklin                         /s/Carl Ware
   H. Allen Franklin                            Carl Ware



  /s/L. G. Hardman III                      /s/E. Jenner Wood, III
   L. G. Hardman III                         E. Jenner Wood, III



 /s/James R. Lientz, Jr.                    /s/Allen L. Leverett
  James R. Lientz, Jr.                       Allen L. Leverett



/s/G. Joseph Prendergast                    /s/Janice G. Wolfe
 G. Joseph Prendergast                       Janice G. Wolfe



  /s/David M. Ratcliffe                       /s/W. Ron Hinson
   David M. Ratcliffe                          W. Ron Hinson





                                      - 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 up to an additional $800,000,000
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 Georgia Power 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 Allen L. Leverett,
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 November 20, 2002, 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:  January 30, 2003                             GEORGIA POWER COMPANY



                                                     By /s/Wayne Boston
                                                          Wayne Boston
                                                      Assistant Secretary