Exhibit A-3(b)

                   RESOLUTION ESTABLISHING SERIES OF SHARES OF
                GULF POWER COMPANY ADOPTED ___________ ___, 20___



         RESOLVED, That there shall be a series of Class A preferred stock
consisting initially of _________ shares, designated as ___% Class A preferred
stock. The rights and preferences of the shares of said series in those respects
in which the shares thereof may vary from the shares of other series, shall be
as follows:

(a)  The rate of dividend shall be ___% per annum, the dividend payment dates
     shall be the first days of ___________, _____________, ______________ and
     ____________ in each year commencing _____________ 1, 20___, and the date
     from which dividends shall accumulate shall be the date of original issue;

(b)  The prices at which shares may be redeemed shall be $______ per share if
     the date of redemption is on or prior to _______________, 20___, and
     $______ per share if the date of redemption is after __________________,
     20___, plus accrued dividends in each case to the date of redemption;
     provided, however, that no share of the _____% Class A preferred stock
     shall be redeemed prior to ______________________, 20___, if such
     redemption is for the purpose or in anticipation of refunding such share
     directly or indirectly through the incurring of debt, or through the
     issuance of stock ranking equally with or prior to the ___% Class A
     preferred stock as to dividends or assets, if such debt has an effective
     interest cost to the corporation (computed in accordance with generally
     accepted financial practice) or such stock has an effective dividend cost
     to the corporation (so computed) of less than ____% per annum;

(c)  The amount payable in event of involuntary liquidation shall be $___ per
     share, plus accrued interest;

(d)  The amount payable in event of voluntary liquidation shall be an amount
     equivalent to the then current redemption price per share;

(e)  The shares of such series shall not be, by their terms, convertible or
     exchangeable; and

(f)  The shares of such series shall not be, by their terms, entitled to the
     benefit of any sinking or purchase fund.