Exhibit 24(e)

February 28, 1996

W. L. Westbrook and Wayne Boston

Dear Sirs:

         Mississippi  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, 1995, and (2) the filing of
its quarterly reports on Form 10-Q during 1996.

         Mississippi 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,

                                                MISSISSIPPI POWER COMPANY

                                                By /s/Dwight H. Evans
                                                      Dwight H. Evans
                                                President and Chief Executive
                                                            Officer


<PAGE>



                                      - 2 -




/s/Paul J. DeNicola                                       /s/George A. Schloegel
   Paul J. DeNicola                                          George A. Schloegel



/s/Edwin E. Downer                                        /s/Philip J. Terrell
   Edwin E. Downer                                           Philip J. Terrell



/s/Dwight H. Evans                                        /s/N. Eugene Warr
   Dwight H. Evans                                           N. Eugene Warr



/s/Robert S. Gaddis                                       /s/Michael W. Southern
   Robert S. Gaddis                                          Michael W. Southern



/s/Walter H. Hurt, III                                    /s/Frances V. Turnage
   Walter H. Hurt, III                                       Frances V. Turnage



/s/Aubrey K. Lucas
   Aubrey K. Lucas


<PAGE>


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

                               - - - - - - - - - -

                  RESOLVED:   That  the  members  of  this  Company's  Board  of
         Directors and its officers are  authorized to give their several powers
         of  attorney  to W. L.  Westbrook  and Wayne  Boston for the purpose of
         signing the statements under the Securities  Exchange Act of 1934 to be
         filed with the Securities and Exchange  Commission  with respect to the
         filing of the  Company's  Annual Report on Form 10-K for the year ended
         December 31, 1995, and the filing of this Company's  quarterly  reports
         to the  Securities  and Exchange  Commission  on Form 10-Q for the year
         1996.

                               - - - - - - - - - -

                  The  undersigned  officer of  Mississippi  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  Mississippi
Power  Company,  duly  held on  February  28,  1996,  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 22, 1996                              MISSISSIPPI POWER COMPANY


                                                   By /s/ Wayne Boston
                                                           Wayne Boston
                                                      Assistant Secretary