Exhibit 24(e)


March 3, 1998



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, 1997, and (2) the filing of
its quarterly reports on Form 10-Q during 1998.
         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/Gene Warr
       Dwight H. Evans                                Gene 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, 1997, and the filing of this Company's quarterly reports
         to the Securities and Exchange Commission on Form 10-Q for the year
         1998.

                                                - - - - - - - - - -

         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 March 3, 1998, 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 23, 1998                 MISSISSIPPI POWER COMPANY


                                      By  /s/Wayne Boston
                                                Wayne Boston
                                             Assistant Secretary