Exhibit 24(c)

February 19, 1997


W. L. Westbrook and Wayne Boston


Dear Sirs:

         Georgia Power Company proposes to file or join in the filing of
statements 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, 1996, and (2) the filing of
its quarterly reports on Form 10-Q during 1997.
         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/H. Allen Franklin
                                              H. Allen Franklin
                                        President and Chief Executive
                                                   Officer


<PAGE>



                                      - 2 -




      /s/Bennett A. Brown                       /s/G. Joseph Prendergast
       Bennett A. Brown                           G. Joseph Prendergast



______________________________                    /s/Herman J. Russell
        A. W. Dahlberg                              Herman J. Russell



  /s/William A. Fickling, Jr.                      /s/Gloria M. Shatto
   William A. Fickling, Jr.                         Gloria M. Shatto



     /s/H. Allen Franklin                        /s/William Jerry Vereen
       H. Allen Franklin                          William Jerry Vereen



     /s/L. G. Hardman III                             /s/Carl Ware
       L. G. Hardman III                                Carl Ware



       /s/Warren Y. Jobe                          /s/Thomas R. Williams
        Warren Y. Jobe                             Thomas R. Williams



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



______________________________                     /s/Judy M. Anderson
    William A. Parker, Jr.                          Judy M. Anderson


<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, 1996,  and (b) quarterly  filings
     on Form 10-Q during 1997;  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 W. L. Westbrook 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 19, 1997, 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 21, 1997                GEORGIA POWER COMPANY


                                     By   /s/Wayne Boston
                                           Wayne Boston
                                        Assistant Secretary