Exhibit 24(c)

February 21, 1996

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

         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


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                                      - 2 -




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



/s/A. W. Dahlberg                                 /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                              ______________________________
   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, 1995,  and (b) quarterly  filings
     on Form 10-Q during 1996;  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 21, 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                                     GEORGIA POWER COMPANY


                                                          By /s/ Wayne Boston
                                                                 Wayne Boston
                                                            Assistant Secretary