35-CERT

                           CERTIFICATE OF NOTIFICATION

                                    Filed By

                               GULF POWER COMPANY


Pursuant to orders of the Securities and Exchange Commission dated September 27,
1993, December 15, 1993, September 26, 1994 and February 23, 1996 in the matter
of File No. 70-8229.

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

       Gulf Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows:

       1. On November 20, 1996, the issuance and sale by the Company of
$25,000,000 principal amount of First Mortgage Bonds, 6 1/2% Series due November
1, 2006 (the "Bonds"), were carried out in accordance with the terms and
conditions of and for the purposes represented by the application and of said
orders with respect thereto.

       2. All of the proposals for the purchase of said Bonds were submitted
upon the identical form of proposal, a copy of which is filed herewith as
Exhibit B. The names of the various bidders submitting proposals and the
interest rates and prices to the Company (exclusive of accrued interest)
specified in such proposals were as follows:


         Name                       Interest Rate (%)   Price to Company (%)

CS First Boston Corporation              6.500                 98.1410

Merrill Lynch & Co.                      6.625                 99.0280

Morgan Stanley & Co. Incorporated        6.750                 99.9230
     Bear, Stearns & Co. Inc.
     Dillon, Read & Co. Inc.

Smith Barney Shearson Inc.               6.625                 98.9570

J. P. Morgan Securities Inc.             6.700                 99.4830

Citicorp Securities Inc.                 6.625                 98.9440

Deutsche Morgan Grenfell                 6.600                 98.6510

First Union Capital Markets Corp.        6.750                 99.6980







         Name                       Interest Rate (%)     Price to Company (%)

Lehman Brothers Inc.                     6.550                   98.2600

Donaldson, Lufkin & Jenrette
      Securities Corporation             6.750                   99.6470

PaineWebber Incorporated                 6.700                   99.2240
     Prudential Securities
         Incorporated
Furman Selz LLC                          6.750                   99.4239

UBS Securities Inc.                      6.750                   99.1750

Salomon Brothers Inc                     6.875                   98.8940
     ABN AMRO Securities (USA) Inc.


The winning bidder being CS First Boston Corporation.

       3.     Filed herewith are the following exhibits:

              Exhibit A      - Prospectus supplement with respect to the
                               Bonds dated November 6, 1996. (Filed
                               electronically November 19, 1996, in File No.
                               33-50165.)

              Exhibit B      - Proposal accepted with attached purchase
                               contract for the purchase of the Bonds effective
                               November 6, 1996. (Designated in the Company's
                               Form 8-K dated November 6, 1996, File No. 0-2429,
                               as Exhibit 1.)

              Exhibit C      - Supplemental Indenture dated as of November
                               1, 1996. (Designated in the Company's Form 8-K
                               dated November 6, 1996, File No. 0-2429, as
                               Exhibit 4.)

              Exhibit D      - Opinion of Beggs & Lane, dated November 27, 1996.


Dated:   November 27, 1996                    GULF POWER COMPANY



                                              By   /s/Wayne Boston
                                                      Wayne Boston
                                                   Assistant Secretary

EX-99

                                                                    Exhibit D

                                  Beggs & Lane
                        Attorneys and Counsellors at Law
                              Post Office Box 12950
                            Pensacola, Florida 32576
                                 (904) 432-2451



                                November 27, 1996


Re:    Statement on Form U-1 of
       Gulf Power Company
       (herein called the "Company")
       File No. 70-8229


Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

       We have read the statement referred to above which relates to, among
other things, the issuance and sale by the Company of $25,000,000 principal
amount of First Mortgage Bonds,6 1/2% Series due November 1, 2006 (herein called
the "Bonds"), and we are familiar with the proceedings thereunder.

       We are of the opinion that:

          (a)  the  Company  is  validly   organized  and  duly  existing  as  a
               corporation  under  the laws of the  State  of Maine  and is duly
               authorized to do business as a foreign  corporation in the States
               of Florida, Georgia and Mississippi;

          (b)  the  transactions  have been  consummated in accordance with such
               statement on Form U-1, as amended;

          (c)  all state laws applicable to the transactions  have been complied
               with;

          (d)  the Bonds are valid and  binding  obligations  of the  Company in
               accordance with their terms; and

          (e)  the  consummation of the  transactions  did not violate the legal
               rights of the holders of any securities  issued by the Company or
               any associate company thereof.





Securities and Exchange Commission
November 27, 1996
Page 2



       We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1, as amended, and to
the filing hereof with the Commission at the time of the filing by the Company
of its certificate of notification pursuant to Rule 24.

                                               Very truly yours,

                                                /s/Beggs & Lane