Exhibit 24(c)


February 20, 2002


Thomas A. Fanning, Gale Klappa and Wayne Boston


Dear Sirs:

         Georgia Power Company proposes to file or join in the filing of reports
under the Securities Exchange Act of 1934 with the Securities and Exchange
Commission with respect to the following: (1) the filing of its Annual Report on
Form 10-K for the year ended December 31, 2001, and (2) the filing of its
quarterly reports on Form 10-Q during 2002.
         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 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,

                                          GEORGIA POWER COMPANY



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


<PAGE>


                                      - 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/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/Cliff S. Thrasher
     James R. Lientz, Jr.                             Cliff S. Thrasher



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



    /s/David M. Ratcliffe
     David M. Ratcliffe


<PAGE>

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

                               - - - - - - - - - -

                  RESOLVED: That for the purpose of signing reports under the
         Securities Exchange Act of 1934 to be filed with the Securities and
         Exchange Commission with respect to (a) the filing of the Company's
         Annual Report on Form 10-K for the year ended December 31, 2001, and
         (b) quarterly filings on Form 10-Q during 2002; and of remedying any
         deficiencies with respect thereto by appropriate amendment or
         amendments, this Company and the members of its Board of Directors
         authorize their several powers of attorney to Thomas A. Fanning, Gale
         E. Klappa and Wayne Boston.

                               - - - - - - - - - -

         The undersigned officer of Georgia 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 Georgia Power Company, duly
held on February 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  March 25, 2002                                     GEORGIA POWER COMPANY


                                                          By  /s/Wayne Boston
                                                               Wayne Boston
                                                            Assistant Secretary