Exhibit 24(b)

February 23, 1996



W. L. Westbrook and Wayne Boston
64 Perimeter Center East
Atlanta, Georgia 30346

Dear Sirs:

         Alabama Power Company proposes to file with the Securities and Exchange
Commission,  under the Securities Exchange Act of 1934, (1) its Annual Report on
Form 10-K for the year ended December 31, 1995, and (2) its quarterly reports on
Form 10-Q during 1996.

         Alabama  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 W. L.  Westbrook and Wayne Boston our true
and lawful Attorneys 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,

                                                  ALABAMA POWER COMPANY


                                                   By /s/Elmer B. Harris
                                                         Elmer B. Harris
                                                   President and Chief Executive
                                                               Officer


<PAGE>



                                      - 2 -



/s/Whit Armstrong                                    /s/Gerald H. Powell
   Whit Armstrong                                       Gerald H. Powell

/s/Philip E. Austin                                  /s/Robert D. Powers
   Philip E. Austin                                     Robert D. Powers

/s/Margaret A. Carpenter                             /s/John W. Rouse
   Margaret A. Carpenter                                John W. Rouse

/s/A. W. Dahlberg                                    __________________________
   A. W. Dahlberg                                       William J. Rushton, III

/s/Peter V. Gregerson, Sr.                           /s/James H. Sanford
   Peter V. Gregerson, Sr.                              James H. Sanford

/s/Bill M. Guthrie                                   /s/John Cox Webb, IV
   Bill M. Guthrie                                      John Cox Webb, IV

/s/Elmer B. Harris                                   /s/John W. Woods
   Elmer B. Harris                                      John W. Woods

/s/Carl E. Jones, Jr.                                /s/William B. Hutchins, III
   Carl E. Jones, Jr.                                   William B. Hutchins, III

/s/Wallace D. Malone, Jr.                            /s/Art P. Beattie
   Wallace D. Malone, Jr.                               Art P. Beattie

/s/William V. Muse                                   /s/David L. Whitson
   William V. Muse                                      David L. Whitson

/s/John T. Porter
   John T. Porter


<PAGE>


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

                               - - - - - - - - - -

                  RESOLVED:  That for the purpose of signing and filing with the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934,  Alabama Power Company's  annual report on Form 10-K for the year
         ended December 31, 1995, and of remedying any deficiencies with respect
         thereto  by  appropriate  amendment  or  amendments,  and  also  filing
         quarterly reports on Form 10-Q,  Alabama Power Company,  the members of
         its Board of Directors,  and its officers are  authorized to give their
         several  powers of attorney to W. L.  Westbrook  and Wayne  Boston,  in
         substantially the form of power of attorney presented to this meeting.

                               - - - - - - - - - -

                  The  undersigned  officer of Alabama 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  Alabama  Power
Company, duly held on February 23, 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                               ALABAMA POWER COMPANY


                                                    By /s/Wayne Boston
                                                          Wayne Boston
                                                       Assistant Secretary