Exhibit 4(c)3












                              GEORGIA POWER COMPANY

                                       to

                                  CHEMICAL BANK



              (Successor by Merger to Chemical Bank New York Trust
                    Company and The New York Trust Company),

                                     Trustee





                          SECOND SUPPLEMENTAL INDENTURE







                            Dated as of July 1, 1995



                        Providing among other things for

                              FIRST MORTGAGE BONDS



                  6% Pollution Control Series due July 1, 2025






<PAGE>



         SECOND SUPPLEMENTAL INDENTURE, dated as of July 1, 1995, made and
entered into by and between GEORGIA POWER COMPANY, a corporation organized and
existing under the laws of the State of Georgia with its principal office in
Atlanta, Fulton County, Georgia (hereinafter commonly referred to as the
"Company"), and CHEMICAL BANK (successor by merger to Chemical Bank New York
Trust Company and The New York Trust Company), a corporation organized and
existing under the laws of the State of New York, with its principal corporate
trust office in the Borough of Manhattan, The City of New York (hereinafter
commonly referred to as the "Trustee"), as Trustee under the Indenture dated as
of March 1, 1941 originally entered into between the Company and The New York
Trust Company, as Trustee (hereinafter sometimes referred to as the "Original
Indenture" and said The New York Trust Company being hereinafter sometimes
referred to as the "Original Trustee"), securing bonds issued and to be issued
as provided therein, which Original Indenture has heretofore been supplemented
and amended by various supplemental indentures (which Original Indenture as so
supplemented and amended is hereinafter sometimes referred to as the
"Indenture").

         WHEREAS the Company and the Original Trustee have executed and
delivered the Original Indenture for the purpose of securing an issue of bonds
of the 3-1/2% Series due 1971 described therein and such additional bonds as may
from time to time be issued under and in accordance with the terms of the
Indenture, the aggregate principal amount of bonds to be secured thereby being
presently limited to $5,000,000,000 at any one time outstanding (except as
provided in Section 2.01 of the Indenture), and the Original Indenture is of
record in the public office of each county in the States of Georgia, Alabama,
Tennessee and South Carolina, and in the public office of the District of
Columbia, in which this Supplemental Indenture is to be recorded, and the
Original Indenture is on file at the principal corporate trust office of the
Trustee; and

         WHEREAS the Company and the Trustee have executed and delivered various
supplemental indentures for the purpose, among others, of further securing said
bonds and of creating the bonds of other series described therein, which
supplemental indentures described and set forth additional property conveyed
thereby and are also of record in the public offices of some or all of the
counties in the States of Georgia, Alabama, Tennessee and South Carolina in
which this Supplemental Indenture is to be recorded, and one of which
supplemental indentures is also of record in the public office of the District
of Columbia, and said supplemental indentures are also on file at the principal
corporate trust office of the Trustee; and

         WHEREAS the Company and the Trustee have executed and delivered the
Supplemental Indenture dated as of May 15, 1991, by which the third paragraph of
Section 1.02 of the Indenture was amended to read as follows:



<PAGE>



                  "The term 'Board of Directors' shall mean the Board of
         Directors of the Company or any committee of the Board of Directors of
         the Company authorized, with respect to any particular matter, to
         exercise the power of the Board of Directors of the Company."; and

         WHEREAS the Indenture provides for the issuance of bonds thereunder in
one or more series and the Company, by appropriate corporate action in
conformity with the terms of the Indenture, has duly determined to create a
series of bonds under the Indenture to be designated as "6% Pollution Control
Series due July 1, 2025" (hereinafter sometimes referred to as the "new Bonds"),
each of which bonds shall also bear the descriptive title "First Mortgage Bond",
the bonds of such series to bear interest at the annual rate and to mature on
the date designated in the title thereof; and

         WHEREAS by a Plan of Merger dated June 11, 1959, effective September 8,
1959, between The New York Trust Company and Chemical Corn Exchange Bank, said
The New York Trust Company was merged into said Chemical Corn Exchange Bank
which continued under the name and style of Chemical Bank New York Trust
Company; and by a Plan of Merger dated November 26, 1968, effective February 17,
1969, among Chemical New York Corporation, Chemical Bank New York Trust Company
and Chemical Bank, said Chemical Bank New York Trust Company was merged into
said Chemical Bank which continued under the name and style of Chemical Bank;
and by virtue of said mergers Chemical Bank has become successor to The New York
Trust Company and Chemical Bank New York Trust Company, as Trustee under the
Indenture, and has become vested with all of the title to the mortgaged property
and trust estate; and with the trusts, powers, discretions, immunities,
privileges and all other matters as were vested in said The New York Trust
Company and said Chemical Bank New York Trust Company under the Indenture, with
like effect as if originally named as Trustee therein; and

         WHEREAS each of the new Bonds is to be substantially in the following
form, with appropriate insertions and deletions, to wit:




                                                      -2-


<PAGE>



                               [FORM OF NEW BOND]

                              GEORGIA POWER COMPANY

                FIRST MORTGAGE BOND, 6% POLLUTION CONTROL SERIES

                                DUE JULY 1, 2025

No.                                                          $


         Georgia Power Company, a Georgia corporation (hereinafter called the
"Company"), for value received, hereby promises to pay to Bank South, Atlanta,
Georgia (as trustee under a Trust Indenture dated as of July 1, 1995 of the
Development Authority of Monroe County, relating to the Revenue Bonds
(hereinafter mentioned)), or registered assigns, the principal sum of
_____________________ Dollars on July 1, 2025, and to pay to the registered
owner hereof interest on said sum from the latest semi-annual interest payment
date to which interest has been paid on the bonds of this series preceding the
date hereof, unless the date hereof be an interest payment date to which
interest is being paid, in which case from the date hereof, or unless the date
hereof is prior to January 1, 1996, in which case from July 1, 1995, at the rate
per annum, until the principal hereof shall have become due and payable,
specified in the title of this bond, payable on January 1 and July 1 in each
year.

         The obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on bonds of this series shall be
fully or partially, as the case may be, satisfied and discharged to the extent
that, at any time that any such payment shall be due, the Company shall have
made payments as required by the Company's Note dated July 26, 1995 issued
pursuant to Section 3.2 of the Loan Agreement dated as of July 1, 1995 between
the Development Authority of Monroe County and the Company, relating to the
Revenue Bonds (hereinafter mentioned), sufficient to pay fully or partially the
then due principal of and premium, if any, and interest on the Development
Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Georgia
Power Company Plant Scherer Project), Third Series 1995 (hereinafter referred to
as "Revenue Bonds") or there shall be in the Bond Fund established pursuant to
the Trust Indenture dated as of July 1, 1995 of the Development Authority of
Monroe County to Bank South, Atlanta, Georgia, as trustee, relating to the
Revenue Bonds (hereinafter referred to as the "Revenue Indenture"), sufficient
available funds to pay fully or partially the then due principal of and premium,
if any, and interest on the Revenue Bonds.




                                                      -3-


<PAGE>



         This bond is one of the bonds issued and to be issued from time to time
under and in accordance with and all secured by an indenture of mortgage or deed
of trust dated as of March 1, 1941 given by the Company to The New York Trust
Company, to which Chemical Bank is successor by merger (hereinafter sometimes
referred to as the "Trustee"), as Trustee, and indentures supplemental thereto,
to which indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security. By the terms of the Indenture the bonds to be secured thereby are
issuable in series which may vary as to date, amount, date of maturity, rate of
interest and in other respects as in the Indenture provided.

         Upon notice given by mailing the same, by first class mail postage
prepaid, not less than thirty nor more than forty-five days prior to the date
fixed for redemption to each registered holder of a bond to be redeemed (in
whole or in part) at the last address of such holder appearing on the registry
books, any or all of the bonds of this series may be redeemed by the Company at
any time and from time to time by the payment of the principal amount thereof
and accrued interest thereon to the date fixed for redemption, if redeemed by
the operation of the improvement fund or the replacement fund provisions of the
Indenture or by the use of proceeds of released property, as more fully set
forth in the Indenture.

         In the manner provided in the Indenture, the bonds of this series shall
also be redeemable in whole, by payment of the principal amount thereof plus
accrued interest thereon to the date fixed for redemption, upon receipt by the
Trustee of a written demand from the trustee under the Revenue Indenture stating
that the principal amount of all the Revenue Bonds then outstanding under the
Revenue Indenture has been declared immediately due and payable pursuant to the
provisions of Section 8.02 of the Revenue Indenture. As provided in the
Indenture, the date fixed for such redemption may be not more than 180 days
after receipt by the Trustee of the aforesaid written demand and shall be
specified in a notice of redemption given not more than 10 nor less than 5 days
prior to the date so fixed for such redemption. As in the Indenture provided,
such notice of redemption shall be rescinded and become null and void for all
purposes under the Indenture upon rescission of the aforesaid written demand or
the aforesaid declaration of maturity under the Revenue Indenture, and thereupon
no redemption of the bonds of this series and no payments in respect thereof as



                                                      -4-


<PAGE>



specified in such notice of redemption shall be effected or
required.

         In the manner provided in the Indenture, the bonds of this series are
also redeemable in whole or in part upon receipt by the Trustee of a written
demand from the trustee under the Revenue Indenture specifying a principal
amount of Revenue Bonds which have been called for redemption pursuant to the
third paragraph of Section 3.01 of the Revenue Indenture. As provided in the
Indenture, bonds of this series equal in principal amount to the principal
amount of such Revenue Bonds to be redeemed will be redeemed on the date fixed
for redemption of the Revenue Bonds at the principal amount of such bonds of
this series and accrued interest thereon to the date fixed for redemption,
together with a premium equal to a percentage of the principal amount thereof
determined as set forth in the following tabulation:

                      If Redeemed During the Twelve Months'
                       Period Ending the Last Day of June

                                                   Regular
                                                 Redemption
                           Year                    Premium

                           2001                       2%
                           2002                       1%

and without premium if redeemed on or after July 1, 2002.


         In case of certain defaults as specified in the Indenture, the
principal of this bond may be declared or may become due and payable on the
conditions, at the time, in the manner and with the effect provided in the
Indenture.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, to or against any incorporator,
stockholder, director or officer, past, present or future, as such, of the
Company, or of any predecessor or successor company, either directly or through
the Company, or such predecessor or successor company, under any constitution or
statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors and
officers being waived and released by the holder and owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Indenture.




                                                      -5-


<PAGE>



         This bond is transferable by the registered owner hereof, in person or
by attorney duly authorized, at the principal corporate trust office of the
Trustee, in the Borough of Manhattan, The City of New York, but only in the
manner prescribed in the Indenture, upon the surrender and cancellation of this
bond, and upon any such transfer a new registered bond or bonds, without
coupons, of the same series and maturity date and for the same aggregate
principal amount, in authorized denominations, will be issued to the transferee
in exchange herefor. The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner for the purpose of
receiving payment of or on account of the principal, premium, if any, and
interest due hereon and for all other purposes. Registered bonds of this series
shall be exchangeable for registered bonds of other authorized denominations
having the same aggregate principal amount, in the manner and upon the
conditions prescribed in the Indenture. However, notwithstanding the provisions
of the Indenture, no charge shall be made upon any transfer or exchange of bonds
of this series other than for any tax or taxes or other governmental charge
required to be paid by the Company.

         This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the
Trustee or its successor in trust under the Indenture of the certificate hereon.

         IN WITNESS WHEREOF, Georgia Power Company has caused this bond to be
executed in its name by its President or one of its Vice Presidents by his
signature or a facsimile thereof, and its corporate seal or a facsimile thereof
to be hereto affixed and attested by its Secretary or one of its Assistant
Secretaries by his signature or a facsimile thereof.

Dated,

                                                     GEORGIA POWER COMPANY


                                                     By:


Attest:







                                                      -6-


<PAGE>




                                               TRUSTEE'S CERTIFICATE

         This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.

                                                     CHEMICAL BANK, as Trustee


                                                     By:
                                                              Authorized Officer


         AND WHEREAS all acts and things necessary to make the new Bonds, when
authenticated by the Trustee and issued as in the Indenture and this
Supplemental Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute the Indenture and this Supplemental Indenture valid,
binding and legal instruments for the security thereof, have been done and
performed, and the creation, execution and delivery of the Indenture and this
Supplemental Indenture and the creation, execution and issue of bonds subject to
the terms hereof and of the Indenture, have in all respects been duly
authorized;

         NOW, THEREFORE, in consideration of the premises, and of the acceptance
and purchase by the holders thereof of the bonds issued and to be issued under
the Indenture and of the sum of One Dollar duly paid by the Trustee to the
Company, and of other good and valuable considerations, the receipt whereof is
hereby acknowledged, and for the purpose of further securing the due and
punctual payment of the principal of and premium, if any, and interest on the
bonds issued and now outstanding under the Indenture, and the $71,580,000
principal amount of new Bonds proposed to be issued and all other bonds which
shall be issued under the Indenture, or the Indenture as supplemented and
amended, and for the purpose of further securing the faithful performance and
observance of all covenants and conditions therein and in any indenture
supplemental thereto set forth, the Company has given, granted, bargained, sold,
transferred, assigned, hypothecated, pledged, mortgaged, warranted, aliened and
conveyed and by these presents does give, grant, bargain, sell, transfer,
assign, hypothecate, pledge, mortgage, warrant, alien and convey unto Chemical
Bank, as Trustee, as provided in the Indenture, and its successor or successors
in the trust thereby and hereby created, and to its or their assigns forever,
all the right, title and interest of the Company in and to all premises,
property, franchises and rights of every kind and description, real, personal
and mixed, tangible and intangible, now owned or hereafter acquired by the
Company (excepting,



                                                      -7-


<PAGE>



however, that which is by the Indenture expressly reserved from the lien and
effect thereof).

         TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the property, rights and
franchises or any thereof, referred to in the foregoing granting clauses, with
the reversion and reversions, remainder and remainders and (subject to the
provisions of Article X of the Indenture) the tolls, rents, revenues, issues,
earnings, income, products and profits thereof, and all the estate, right, title
and interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforesaid property,
rights and franchises and every part and parcel thereof.

         TO HAVE AND TO HOLD all said property, rights and franchises hereby
conveyed, assigned, pledged or mortgaged, or intended so to be, unto the
Trustee, its successor or successors in trust, and their assigns forever;

         BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and
proportionate benefit and security of the holders of all bonds and interest
coupons now or hereafter issued under the Indenture, as supplemented and
amended, pursuant to the provisions thereof, and for the enforcement of the
payment of said bonds and coupons when payable and for the performance of and
compliance with the covenants and conditions of the Indenture, as supplemented
and amended, without any preference, distinction or priority as to lien or
otherwise of any bond or bonds over others by reason of the difference in time
of the actual issue, sale or negotiation thereof or for any other reason
whatsoever, except as otherwise expressly provided in the Indenture, as
supplemented and amended; and so that each and every bond now or hereafter
issued thereunder shall have the same lien; and so that the principal of and
premium, if any, and interest on every such bond shall, subject to the terms
thereof, be equally and proportionately secured thereby and hereby, as if it had
been made, executed, delivered, sold and negotiated simultaneously with the
execution and delivery of the Original Indenture.

         AND IT IS EXPRESSLY DECLARED that all bonds issued and secured under
the Indenture and hereunder are to be issued, authenticated and delivered, and
all said property, rights and franchises hereby and by the Indenture conveyed,
assigned, pledged or mortgaged, or intended so to be (including all the right,
title and interest of the Company in and to any and all premises, property,
franchises and rights of every kind and description, real, personal and mixed,
tangible and intangible,



                                                      -8-


<PAGE>



thereafter acquired by the Company and whether or not specifically described in
the Original Indenture or in any indenture supplemental thereto, except any
therein expressly excepted), are to be dealt with and disposed of, under, upon
and subject to the terms, conditions, stipulations, covenants, agreements,
trusts and uses and purposes expressed in the Indenture and herein, and it is
hereby agreed as follows:

         SECTION 1. There is hereby created a series of bonds designated as
hereinabove in the fourth Whereas clause set forth, each of which shall contain
suitable provisions with respect to the matters hereinafter in this Section
specified, and the form thereof shall be substantially as hereinbefore set
forth. New Bonds shall mature on the date specified in the title thereof, and
the definitive bonds of such series may be issued only as registered bonds
without coupons. New Bonds shall be in such denominations as the Board of
Directors shall approve, and execution and delivery to the Trustee for
authentication shall be conclusive evidence of such approval. The serial numbers
of new Bonds shall be such as may be approved by any officer of the Company, the
execution thereof by any such officer to be conclusive evidence of such
approval.

         New Bonds, until the principal thereof shall have become due and
payable, shall bear interest at the annual rate designated in the title thereof,
payable semi-annually on January 1 and July 1 in each year, commencing January
1, 1996. New Bonds shall be dated the date of authentication.

         The principal of and premium, if any, and interest on the new Bonds
shall be payable in any coin or currency of the United States of America which
at the time of payment is legal tender for public and private debts, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, designated for that purpose.

         New Bonds may be transferred at the principal corporate trust office of
the Trustee, in the Borough of Manhattan, The City of New York. New Bonds shall
be exchangeable for other bonds of the same series, in the manner and upon the
conditions prescribed in the Indenture, upon the surrender of such new Bonds at
said principal corporate trust office of the Trustee. However, notwithstanding
the provisions of Section 2.05 of the Indenture, no charge shall be made upon
any transfer or exchange of new Bonds other than for any tax or taxes or other
governmental charge required to be paid by the Company.

         Any or all of the new Bonds shall be redeemable at any time and from
time to time, prior to maturity, upon notice given by



                                                      -9-


<PAGE>



mailing the same, by first class mail postage prepaid, not less than thirty nor
more than forty-five days prior to the date fixed for redemption to each
registered holder of a bond to be redeemed (in whole or in part) at the last
address of such holder appearing on the registry books, at the principal amount
thereof and accrued interest thereon, if any, to the date fixed for redemption,
if redeemed by the operation of Section 4 of the Supplemental Indenture dated as
of November 1, 1962 or of the improvement fund provisions of any supplemental
indenture or by the use of proceeds of released property.

         SECTION 2. The obligation of the Company to make payments with respect
to the principal of and premium, if any, and interest on the new Bonds shall be
fully or partially, as the case may be, satisfied and discharged, to the extent
that, at the time that any such payment shall be due, the Company shall have
made payments as required by the Company's Note dated July 26, 1995 issued
pursuant to Section 3.2 of the Loan Agreement dated as of July 1, 1995 between
the Development Authority of Monroe County and the Company, relating to the
Monroe Bonds (hereinafter defined), sufficient to pay fully or partially the
then due principal of and premium, if any, and interest on the Development
Authority of Monroe County (Georgia) Pollution Control Revenue Bonds (Georgia
Power Company Plant Scherer Project), Third Series 1995 (hereinafter referred to
as the "Monroe Bonds") or there shall be in the related Bond Fund established
pursuant to the Trust Indenture dated as of July 1, 1995 of the Development
Authority of Monroe County to Bank South, Atlanta, Georgia, as trustee, relating
to the Monroe Bonds (hereinafter referred to as the "Monroe Indenture"),
sufficient available funds to pay fully or partially the then due principal of
and premium, if any, and interest on the Monroe Bonds. The Trustee may
conclusively presume that the obligation of the Company to make payments with
respect to the principal of and premium, if any, and interest on the new Bonds
shall have been fully satisfied and discharged unless and until the Trustee
shall have received a written notice from the trustee under the Monroe Indenture
stating (i) that timely payment of principal of or premium, if any, or interest
on the Monroe Bonds has not been made, (ii) that there are not sufficient
available funds in such Bond Fund to make such payment and (iii) the amount of
funds required to make such payment.

         In addition to the redemption as provided in Section 1 hereof, the new
Bonds shall also be redeemable in whole upon receipt by the Trustee of a written
demand for the redemption of the new Bonds (hereinafter called "Redemption
Demand") from the trustee under the Monroe Indenture stating that the principal
amount of all the Monroe Bonds then outstanding under the Monroe Indenture has
been declared immediately due and payable pursuant to the provisions of Section
8.02 of the Monroe Indenture, specifying the date from which unpaid interest on
the Monroe Bonds has then accrued and stating that such declaration of



                                                      -10-


<PAGE>



maturity has not been rescinded. The Trustee shall within 10 days of receiving
the Redemption Demand mail a copy thereof to the Company stamped or otherwise
marked to indicate the date of receipt by the Trustee. The Company shall fix a
redemption date for the redemption so demanded (herein called the "Demand
Redemption") and shall mail to the Trustee notice of such date at least 30 days
prior thereto. The date fixed for Demand Redemption may be any day not more than
180 days after receipt by the Trustee of the Redemption Demand. If the Trustee
does not receive such notice from the Company within 150 days after receipt by
the Trustee of the Redemption Demand, the date for Demand Redemption shall be
deemed fixed at the 180th day after such receipt. The Trustee shall mail notice
of the date fixed for Demand Redemption (hereinafter called the "Demand
Redemption Notice") to the trustee under the Monroe Indenture (and the
registered holders of the new Bonds if other than said trustee) not more than 10
nor less than 5 days prior to the date fixed for Demand Redemption, provided,
however, that the Trustee shall mail no Demand Redemption Notice (and no Demand
Redemption shall be made) if prior to the mailing of the Demand Redemption
Notice the Trustee shall have received written notice of rescission of the
Redemption Demand from the trustee under the Monroe Indenture. Demand Redemption
of the new Bonds shall be at the principal amount thereof, plus accrued interest
thereon to the date fixed for redemption, and such amount shall become and be
due and payable on the date fixed for Demand Redemption as above provided.
Anything in this paragraph contained to the contrary notwithstanding, if, after
mailing of the Demand Redemption Notice and prior to the date fixed for Demand
Redemption, the Trustee shall have been advised in writing by the trustee under
the Monroe Indenture that the Redemption Demand has been rescinded, the Demand
Redemption Notice shall thereupon, without further act of the Trustee or the
Company, be rescinded and become null and void for all purposes hereunder and no
redemption of the new Bonds and no payments in respect thereof as specified in
the Demand Redemption Notice shall be effected or required.

         The new Bonds shall also be redeemable in whole at any time, or in part
from time to time (hereinafter called the "Regular Redemption"), upon receipt by
the Trustee of a written demand (hereinafter referred to as the "Regular
Redemption Demand") from the trustee under the Monroe Indenture stating: (1) the
principal amount of Monroe Bonds to be redeemed pursuant to the third paragraph
of Section 3.01 of the Monroe Indenture; (2) the date of such redemption and
that notice thereof has been given as required by the Monroe Indenture; (3) that
the Trustee shall call for redemption on the stated date fixed for redemption of
the Monroe Bonds a principal amount of the new Bonds equal to the principal
amount of Monroe Bonds to be redeemed; and (4) that the trustee under the Monroe
Indenture, as holder of all the new Bonds then outstanding, waives notice of
such redemption. The Trustee may conclusively presume the statements contained
in the



                                                      -11-


<PAGE>



Regular Redemption Demand to be correct. Regular Redemption of the new Bonds
shall be at the principal amount thereof and accrued interest thereon to the
date fixed for redemption, together with a premium equal to a percentage of the
principal amount thereof determined as set forth in the tabulation appearing in
the form of the bond hereinbefore set forth, and such amount shall become and be
due and payable, subject to the first paragraph of this Section 2, on the date
fixed for such Regular Redemption, which shall be the date specified pursuant to
item (2) of the Regular Redemption Demand as above provided.

         SECTION 3. The Company covenants that the provisions of Section 4 of
the Supplemental Indenture dated as of November 1, 1962, shall be in full force
and effect so long as any new Bonds shall be outstanding under the Indenture.

         SECTION 4. As supplemented by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed, and the Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.

         SECTION 5. Nothing in this Supplemental Indenture contained shall, or
shall be construed to, confer upon any person other than a holder of bonds
issued under the Indenture, as supplemented and amended, the Company and the
Trustee any right or interest to avail himself of any benefit under any
provision of the Indenture or of this Supplemental Indenture.

         SECTION 6. The Trustee assumes no responsibility for or in respect of
the validity or sufficiency of this Supplemental Indenture or the due execution
hereof by the Company or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the
Company.

         SECTION 7. This Supplemental Indenture may be executed in several
counterparts and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

         SECTION 8. Although this Supplemental Indenture, for convenience and
for the purposes of reference, is dated as of the day and year first above
written, the actual dates of execution by the Company and the Trustee are as
indicated by their respective acknowledgments hereto annexed.





<PAGE>



         IN WITNESS WHEREOF, said Georgia Power Company has caused this
Supplemental Indenture to be executed in its corporate name by its President or
one of its Vice Presidents and its corporate seal to be hereunto affixed and to
be attested by its Secretary or one of its Assistant Secretaries, and said
Chemical Bank, to evidence its acceptance hereof, has caused this Supplemental
Indenture to be executed in its corporate name by one of its Vice Presidents,
Senior Trust Officers or Trust Officers and its corporate seal to be hereunto
affixed and to be attested by one of its Senior Trust Officers, Trust Officers,
Assistant Trust Officers or Assistant Secretaries, in several counterparts, all
as of the day and year first above written.

                                              GEORGIA POWER COMPANY


                                       By:
                                                      Vice President

Attest:


Assistant Corporate Secretary


Signed, sealed and delivered this 21st day of July, 1995 by Georgia Power
Company in the County of Fulton, State of Georgia, in the presence of



Unofficial Witness



Notary Public, Henry County, Georgia
My Commission Expires April 20, 1999



                                        (signatures continued on next page)


<PAGE>




                                              CHEMICAL BANK



                                       By:
                                                  Vice President
Attest:


Senior Trust Officer

Signed, sealed and delivered this 24th day of July, 1995 by Chemical Bank in the
County of New York, State of New York, in the presence of



Unofficial Witness



        ANNABELLE DELUCA
Notary Public, State of New York
        No. 01 DE 5013759
    Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1997


<PAGE>




STATE OF GEORGIA                  )
                                  ) SS.:
COUNTY OF FULTON                  )

         On the 21st day of July, 1995, personally appeared before me Angela K.
Page, a Notary Public in and for the State and County aforesaid, Jane F. Genske,
who made oath and said that she was present and saw the corporate seal of
Georgia Power Company affixed to the above written instrument, that she saw Judy
M. Anderson, Vice President, with Cherry C. Hudgins, Assistant Corporate
Secretary, known to her to be such officers of said corporation respectively,
attest the same, and that she, deponent, with Angela K. Page witnessed the
execution and delivery of the said instrument as the free act and deed of said
Georgia Power Company.

Subscribed and sworn to      )
before me this 21st day of   )
July, 1995                                  )



Notary Public, Henry County, Georgia
My Commission Expires April 20, 1999




<PAGE>




STATE OF NEW YORK                        )
                                         ) SS.:
COUNTY OF NEW YORK                       )


         On the 24th day of July, 1995, personally appeared before me Annabelle
DeLuca, a Notary Public in and for the State and County aforesaid, K. Salmini,
who made oath and said that he was present and saw the corporate seal of
Chemical Bank affixed to the above written instrument, that he saw G. McFarlane,
Vice President, with L. O'Brien, Senior Trust Officer, known to him to be such
officers of said corporation respectively, attest the same, and that he,
deponent, with Annabelle DeLuca, witnessed the execution and delivery of the
said instrument as the free act and deed of said Chemical Bank.

Subscribed and sworn to         )
before me this 24th day of      )
July, 1995                                        )



        ANNABELLE DELUCA
Notary Public, State of New York
       No. 01 DE 5013759
  Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1997


<PAGE>




STATE OF GEORGIA                    )
                                    ) SS.:
COUNTY OF FULTON                    )

         On the 21st day of July, in the year one thousand nine hundred and
ninety-five, before me personally came Judy M. Anderson, to me known, who, being
by me duly sworn, did depose and say that she resides at 199 14th Street, N.E.,
Atlanta, Georgia; that she is a Vice President of Georgia Power Company, one of
the corporations described in and which executed the foregoing instrument; that
she knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that she signed her name thereto by like
order.


                                Notary Public, Henry
                                County, Georgia
                                My Commission Expires
                                April 20, 1999




<PAGE>




STATE OF NEW YORK                      )
                                       ) SS.:
COUNTY OF NEW YORK                     )

         On the 24th day of July, in the year one thousand nine hundred and
ninety-five, before me personally came G. McFarlane, to me known, who, being by
me duly sworn, did depose and say that he resides at 1678 N. Gardiner Drive,
Bayshore, New York; that he is a Vice President of Chemical Bank, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like order.


                                ANNABELLE DELUCA
                             Notary Public, State of
                                    New York
                                No. 01 DE 5013759
                            Qualified in Kings County
                            Certificate filed in New
                                   York County
                               Commission Expires
                                  July 15, 1997




<PAGE>




STATE OF GEORGIA                     )
                                     ) SS.:
COUNTY OF FULTON                     )

         On the 21st day of July, 1995, before me appeared Judy M. Anderson, to
me personally known, who, being by me duly sworn, did say that she is a Vice
President of Georgia Power Company, and that the seal affixed to said instrument
is the corporate seal of said corporation and that said instrument was signed
and sealed in behalf of said corporation by authority of its Board of Directors,
and that said Judy M. Anderson acknowledged said instrument to be the free act
and deed of said corporation.

         Given under my hand this 21st day of July, 1995.



                                    Notary Public, Henry
                                    County, Georgia
                                    My Commission Expires
                                    April 20, 1999


<PAGE>




STATE OF NEW YORK                        )
                                         ) SS.:
COUNTY OF NEW YORK                       )

         On the 24th day of July, 1995, before me appeared G. McFarlane, to me
personally known, who, being by me duly sworn, did say that he is a Vice
President of Chemical Bank, and that the seal affixed to said instrument is the
corporate seal of said corporation and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors, and
that said G. McFarlane acknowledged said instrument to be the free act and deed
of said corporation.

         Given under my hand this 24th day of July, 1995.



                                ANNABELLE DELUCA
                             Notary Public, State of
                                    New York
                                No. 01 DE 5013759
                            Qualified in Kings County
                            Certificate filed in New
                                   York County
                               Commission Expires
                                  July 15, 1997