Exhibit 3(d)2
                               GULF POWER COMPANY
                                     BY-LAWS

                                    I N D E X

Section                                                                   Page

1.   Annual Meeting of Stockholders - Location and date                     1

              (The annual meeting of stockholders is to be held at the
              office of the Corporation in the State of Maine, or at such
              other place within or without the State of Maine as the
              Board of Directors may determine, on the last Tuesday in
              June each year; provided, however, that the Board of
              Directors may fix an earlier day in any year.)

2.   Special Meetings of Stockholders - Location and Method of Call         1

3.   Notice of Meeting of Stockholders - Time, Place, and Purpose           1

              (Notice of the time, place and purpose of every meeting of
              stockholders shall be mailed by the Secretary or the Officer
              performing his duties at least ten days before the meeting
              to each stockholder of record entitled to vote.)

4. Quorum                                                                   1

5. Stock                                                                    1

              (a) Regulations governing issuance of stock
              (b) Dividends - Declaration, payment, limitations and
                  definitions

6.   Replacement of Lost, Destroyed or Mutilated Certificates               2

7.   Election of Board of Directors - Total Number of Directors             3
        Allowed, and Number Consituting a Quorum

8.   Board of Directors' Meetings, Annual and Other Notices                 4
        of Meetings, etc


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                           GULF POWER COMPANY
                                 BY-LAWS

                                I N D E X

Section                                                                    Page

9. Appointment and Term of Office                                           4

10.   Appointment and Duties of Executive Committee                         4

11.   Duties and Powers of the President                                    5

12.   Succession of Officers in Event of Inability of President to Act      5

13.   Duties and Powers of the Secretary                                    5

14.   Duties and Powers of the Treasurer                                    5

15.   Duties and Powers of the Comptroller                                  6

16.   Duties and Powers of Assistant Secretaries, Assistant Treasurers,     6
         and Assistant Comptroller

17.   Qualifications, Duties and Powers of the Clerk                        6

18.   Delegation of Duties and Powers by the Board of Directors             6

19.   Selection of Successor Directors to fill Vacancies by Reason          6
         of Death, Resignation, etc.

20.   Power to Authorize Compensation for Directors                         6

21.      Indemnification                                                    7

22.   Power to Select Depositaries and Designate Required Signatures        8

23.   Corporate Seal - Description                                          8

24.   Business Transactions Between Corporation and its Directors           8

25.      Amendment to By-laws                                               9



<PAGE>


                               GULF POWER COMPANY

                                     BY-LAWS




                  Section 1. The annual meeting of the stockholders of the
corporation for the election of directors and for the transaction of such other
corporate business as may properly come before such meeting shall be held at the
corporation's office, in the State of Maine, or at such other place within or
without the State of Maine as the Board of Directors may determine, on the last
Tuesday in June in each year; provided, however, that the Board of Directors may
fix an earlier day for such annual meeting of stockholders in any particular
year; and provided further that, if the day fixed for such annual meeting of
stockholders is a legal holiday, such meeting shall be held on the first day
thereafter which is not a legal holiday.

                  Section 2. Special meetings of the stockholders of the
corporation may be held at such time and at such place within or without the
State of Maine as may be determined by the President or the Board of Directors
or Executive Committee, or stockholders holding one-fourth of the then
outstanding capital stock entitled to vote.

                  Section 3. Notice of the time, place and purpose of every
meeting of stockholders shall be mailed by the Secretary or the officer
performing his duties at least ten days before the meeting to each stockholder
of record entitled to vote, at his post office address as shown by the records
of the corporation, but meetings may be held without notice if all stockholders
entitled to vote are present or if notice is waived before or after the meeting
by those not present. No stockholder shall be entitled to notice of any meeting
of stockholders with respect to any shares registered in his name after the date
upon which notice of such meeting is required by law or by these by-laws to have
been mailed or otherwise given to stockholders.

                  Section 4. Subject to the provisions of the articles of
incorporation, as amended, the holders of a majority of the stock of the
corporation entitled to vote, present in person or by proxy, shall constitute a
quorum, but less than a quorum shall have power to adjourn.

                  At all meetings of stockholders, each stockholder entitled to
vote may vote and otherwise act either in person or by proxy.

                  Section 5. The stock of the corporation shall be transferable
or assignable on the books of the corporation by the holders in person or by
attorney on the surrender of the certificates therefor duly endorsed. The
certificates of stock of the corporation shall be numbered and shall be entered
in the books of the corporation and registered as they are issued. They shall
exhibit the name of the registered holder and shall certify the number of shares
owned by him and shall be signed by, or in the name of the corporation by, the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, and shall be sealed with the corporate
seal of the corporation. Where such certificate is signed by a Transfer Agent or
by a Transfer Clerk acting on behalf of the corporation and by a Registrar, the
signature of any such President, Vice-President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary and the seal of the corporation may be
facsimile. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates, shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the corporation and the
issuance and delivery of any such certificate or certificates shall be
conclusive evidence of such adoption.

                  The stock transfer books of the corporation may be closed by
order of the Board of Directors for such period, not to exceed sixty days
previous to any meeting of the stockholders or previous to the payment of any
dividend upon the stock of the corporation, as the Board may determine, during
which time no transfer of stock upon the books of the Corporation shall be made,
and said books shall be re-opened the day following the date fixed for such
meeting or for the payment of such dividend. If the stock transfer books of the
corporation are ordered closed by the Board of Directors, every stockholder who
appears of record at the time of closing said books shall be entitled to vote at
the meeting or to receive the dividend on account of which the said books were
ordered closed. In lieu of providing for the closing of the stock transfer books
of the corporation, the Board of Directors may fix a date not exceeding sixty
days preceding the date of any meeting of stockholders, or any dividend payment
date, as the record date for the determination of the stockholders entitled to
notice of and to vote at such meeting, or entitled to receive such dividend, as
the case may be. If the stock transfer books of the corporation are not ordered
closed by the Board of Directors or if the Board of Directors does not fix a
date of record in lieu thereof, every stockholder who appears of record on the
date of a stockholders' meeting shall be entitled to vote at such meeting and
every stockholder who appears of record on the date specified by the Board of
Directors in their declaration of a dividend shall be entitled to such dividend.

                  Section 6. Upon receipt by this corporation of evidence,
satisfactory to the Board of Directors, of the loss, destruction or mutilation
of any certificate of stock of this corporation and, if required by the Board of
Directors, upon receipt of indemnity satisfactory to the Board of Directors and
upon surrender and cancellation of such certificate, if mutilated, the Board of
Directors may, if it so determines, direct the officers of this corporation to
execute and deliver a new certificate of like tenor and for the same number of
shares of the same class of stock to be issued in lieu of such lost, destroyed
or mutilated certificate.

                  Section 7. The affairs of this corporation shall be managed by
a Board consisting of not less than six directors, nor more than fifteen
directors, their number to be fixed at the annual or any special meeting of the
stockholders, who shall be elected annually by the stockholders entitled to
vote, to hold office until their successors are elected and qualify. Directors
need not be stockholders. A majority of the members of the Board then in office
shall constitute a quorum. Vacancies in the Board of Directors may be filled by
the Board at any meeting, including vacancies arising from the election of fewer
directors than the total number fixed. Any and all of the directors may at any
time be removed without cause assigned by the vote of the holders of a majority
in number of all of the outstanding stock entitled to vote given at a meeting
called for the purpose of considering such action. The foregoing provisions of
this Section 7 relating to the election of directors and to the filling of
vacancies in the Board of Directors shall be subject to the provisions of the
Articles of Incorporation, as amended.

                  A person being a full-time executive employee of the
corporation or its parent company or any affiliated company when first elected a
director of the corporation (hereinafter sometimes referred to as an
"employee-director") shall not be eligible for election as a director when he
ceases to be an executive employee, whether by reason of resignation, retirement
or other cause. Any employee-director shall resign as a director effective on
the date he ceases to be an executive employee.

                  A person not an employee-director shall not be eligible to
serve as a director of the corporation (1) after his 70th birthday, (2) one year
after permanent separation from the business or professional organization with
which he was primarily associated when first elected a director, (3) one year
after any other material change in his primary occupation or executive position
from that which he pursued or held when first elected a director, or (4) one
year after moving his principal residence outside the service area in which he
was a resident when first elected a director, whichever event first occurs. The
application to an individual of any provision of this paragraph may be waived by
the Board of Directors. Any such waiver shall only be effective on a
year-to-year basis. The provisions of this paragraph, with the exception of item
(1) above, shall apply only to those individuals elected as a member of the
Board of Directors after the annual meeting of this Board held July 26, 1996.

                  Any employee-director who is not eligible for election as a
director by reason of the foregoing provisions shall be eligible for election
and re-election by the Board of Directors as an advisory director, upon the
recommendation of the Chief Executive Officer of the corporation, for a term
ending at the first meeting of the Board of Directors following the annual
meeting of stockholders next following such election. Any person eligible for
election as an advisory director must be one whose services as such will be, in
the opinion of the Board of Directors, of value to the corporation. An advisory
director shall be entitled to notice of and to attend and advise but not to vote
at, meetings of the Board of Directors, and of any committees thereof to which
he shall be appointed, nor shall he be counted in determining the existence of a
quorum, and for his services may be paid, in the discretion of the Board of
Directors, compensation and reimbursement of expenses on the same basis as if he
were a director.

                  Section 8. The annual meeting of the Board of Directors shall
be held as soon as practicable after the annual meeting of the stockholders.
Other meetings of the Board of Directors shall be held at the times fixed by
resolution of the Board or upon call of the Chairman of the Board, the President
or a Vice-President or any person upon whom powers have devolved pursuant to
Section 12 hereof. The Secretary or officer performing his duties shall give at
least two days' notice of all meetings of Directors, provided that a meeting may
be held without notice immediately after the annual election of Directors, and
notice need not be given of regular meetings held at times fixed by resolution
of the Board. Meetings may be held at any time without notice if all the
Directors are present or if those not present waive notice either before or
after the meeting. Notice by mail or telegraph to the usual business or
residence address of the director shall be sufficient. The purpose of special
meetings of the Board of Directors need not be stated in such notice unless
required by law and unless otherwise indicated in the notice any and all
business may be transacted at a special meeting of the Board of Directors.

                  Section 9. The Board of Directors, as soon as may be
convenient after the election of directors in each year, may appoint one of
their number Chairman of the Board and shall appoint one of their number
President of the corporation, and shall also appoint one or more
Vice-presidents, a Secretary and a Treasurer, none of whom need be members of
the Board, and shall, from time to time, appoint such other officers as they may
deem proper. The same person may be appointed to more than one office. The term
of office of all officers shall be for one year and until their respective
successors are chosen and qualified, but any officer may be removed from office
at any time by the Board of Directors without cause assigned. Vacancies in the
offices shall be filled by the Board of Directors.

                  Section 10. The Board of Directors, as soon as may be after
the election in each year, may appoint an executive committee to consist of the
President and such number of directors as the Board may from time to time
determine. Such committee shall have and may exercise all of the powers of the
Board during the intervals between its meetings which may be lawfully delegated,
subject to such limitations as may be provided by a resolution of the Board. The
Board shall have the power at any time to change the membership of such
committee and to fill vacancies in it. The executive committee may make rules
for the conduct of its business and may appoint such committees and assistants
as it may deem necessary. The Board may, from time to time, determine by
resolution the number of members of such committee required to constitute a
quorum. The Board shall designate the Chairman of the executive committee and
the proceedings of the executive committee shall from time to time be reported
to the Board of Directors.

                  Section 11. Unless otherwise designated as separate offices by
the Board of Directors, the President shall be the Chief Executive Officer of
the corporation; he shall preside at all meetings of the stockholders and
directors; he shall have general supervision of the business of the corporation;
shall see that all orders and resolutions of the Board are carried into effect,
subject, however, to the rights of the directors to delegate any specific
powers, except such as may be by statute exclusively conferred on the President,
to any other officer of the corporation. He shall, unless otherwise ordered,
execute bonds, deeds, mortgages, and other contracts, and when required shall
cause the seal of the corporation to be affixed thereto and shall sign
certificates of stock. He shall be ex officio a member of all standing
committees, and shall submit to the stockholders at their annual meeting a
report of the year's business. Should the offices of President and Chief
Executive Officer be held by different persons, the above duties shall be as
delegated to each office by the Board of Directors.

                  Section 12. Notwithstanding the provisions of Section 9
hereof, in the event of the absence or inability of the President to act, the
powers and duties of the President shall, subject to the control of the Board of
Directors, devolve successively upon such other persons as shall have been
designated in a resolution adopted by the Board of Directors, and in accordance
with the order of succession set forth therein.

                  Section 13. The Secretary shall attend all sessions of the
Board and record all votes and the minutes of all proceedings in a book to be
kept for that purpose; and shall perform like duties for standing committees
when required. He shall give or cause to be given notice of all meetings of the
stockholders and the Board of Directors, and of standing committees when
required, and shall perform such other duties as may be prescribed by the Board
of Directors or the President under whose supervision he shall act. He shall
keep in safe custody the seal of the Corporation, and when authorized, affix the
same to any instrument requiring a seal, and attest the signatures thereof, when
directed or required to do so.

                  Section 14. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation, in such depositaries as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the President, and to the directors at the regular meetings of the Board or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation. He shall give the corporation
a bond for the faithful performance of the duties of his office, and for the
restoration to the corporation in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind, in his possession or under his control belonging to the
corporation.

                  Section 15. It shall be the duty of the Comptroller to
supervise and be responsible for accounting transactions of the corporation; to
have charge of the installation and supervision of all accounting and
statistical records, the preparation of all financial and statistical statements
and reports, and the accounting methods, systems and forms in use by all
departments; he shall perform such other duties as may be assigned to him from
time to time by the President.

                  Section 16. One or more Assistant Secretaries or Assistant
Treasurers or Assistant Comptrollers may be elected by the Board or appointed by
the President to hold office until the next annual meeting of the Board of
Directors and until their successors are elected or appointed, but may be
removed at any time. They shall perform any or all of the duties of the
Secretary or Treasurer, or Comptroller as the case may be, and such other duties
as may be assigned to them from time to time.

                  Section 17. The corporation shall have and continuously
maintain a Clerk who shall maintain a registered office at some fixed place
within the State of Maine which shall then be construed as the corporation's
registered office in the State of Maine. The Clerk shall not be an Officer of
the corporation. The Clerk shall be a resident of Maine, and shall keep, in a
book kept for such purpose, the records of all stockholders' meetings, and shall
perform such duties and have such powers as are prescribed by the Maine Business
Corporation Act in effect from time to time. The Clerk shall be appointed by the
Board of Directors and shall serve until his successor is duly elected and
qualified.

                  Section 18. In the case of the absence of any officer of the
corporation, or for any other reason that the Board may deem sufficient, the
Board may delegate the powers or duties of such officers to any other officer or
to any director, for the time being.

                  Section 19. If the office of any director becomes vacant by
reason of death, resignation, retirement, disqualification, removal from office,
or otherwise, the remaining directors then in office, even though less than a
quorum, by a majority vote may choose a successor or successors, who shall hold
office for the unexpired term in respect of which such vacancy occurred; but
vacancies in the Board of Directors arising from the election of fewer directors
than the total number fixed shall be filled in the manner prescribed by Section
7 thereof.

                  Section 20. The Board of Directors shall have power to
authorize the payment of compensation to the directors for services to the
corporation, including fees for attendance at meetings of the Board of
Directors, of the executive committee and all other committees and to determine
the amount of such compensation and fees.

                  Section 21.

                  A.  Indemnity

                  To the fullest extent permitted by law, the Company shall
indemnify each person made, or threatened to be made, a party to any threatened,
pending, or completed claim, action, suit or proceeding, whether civil or
criminal, administrative or investigative, and whether by or in the right of the
Company or otherwise, by reason of the fact that such person, or such person's
testator or intestate, is or was a director, officer or was an employee of the
Company holding one or more management positions through and inclusive of
managers (but not positions below the level of managers) (such positions being
hereinafter referred to as "Management Positions") or is or was serving at the
request of the Company as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, in any capacity at the request of the Company, against all
loss and expense actually or reasonably incurred by him including, without
limiting the generality of the foregoing, judgments, fines, penalties,
liabilities, sanctions, and amounts paid in settlement and attorneys fees and
disbursements actually and necessarily incurred by him in defense of such action
or proceeding, or any appeal therefrom. The indemnification provided by this
Section shall inure to the benefit of the heirs, executors and administrators of
such person.

                  In any case in which a director, officer of the Company or
employee of the Company holding one or more Management Positions requests
indemnification with respect to the defense of any such claim, action, suit or
proceedings, the Company may advance expenses (including attorney's fees)
incurred by such person prior to the final disposition of such claim, action,
suit or proceeding, as authorized by the Board of Directors in the specific
case, upon receipt of a written undertaking by or on behalf of such person to
repay amounts advanced if it shall ultimately be determined that such person was
not entitled to be indemnified by the Company under this Section or otherwise;
provided, however, that the advancement of such expenses shall not be deemed to
be indemnification unless and until it shall ultimately be determined that such
person is entitled to be indemnified by the Company. Such a person claiming
indemnification shall be entitled to indemnification upon a determination that
no judgment or other final adjudication adverse to such person has established
that such person's acts were committed in bad faith or were the result of active
and deliberate dishonesty and were material to the cause of action so
adjudicated, or such person personally obtained an economic benefit including a
financial profit or other advantage to which such person was not legally
entitled. Without limiting the generality of the foregoing provision, no former,
present or future director or officer of the Company or employee of the Company
holding one or more management positions, or his heirs, executors or
administrators, shall be liable for any undertaking entered into by the Company
or its subsidiaries or affiliates as required by the Securities and Exchange
Commission pursuant to any rule or regulation of the Securities and Exchange
Commission now or hereafter in effect or orders issued pursuant to the Public
Utility Holding Company Act of 1935, the Federal Power Act, or any undertaking
entered into by the Company due to environmental requirements including all
legally enforceable environmental compliance obligations imposed by federal,
state or local statute, regulation, permit, judicial or administrative decree,
order and judgment or other similar means, or any undertaking entered into by
the Company pursuant to any approved Company compliance plan or any federal or
state or municipal ordinance which directly or indirectly regulates the Company,
or its parent by reason of their being holding or investment companies, public
utility companies, public utility holding companies or subsidiaries of public
utility holding companies.

                  The foregoing rights shall not be exclusive of any other
rights to which any such director, officer or employee may otherwise be entitled
and shall be available whether or not the director, officer or employee
continues to be a director, officer or employee at the time of incurring any
such expenses and liabilities.

                  If any word, clause or provision of the By-laws or any
indemnification made under this Section 21 shall for any reason be determined to
be invalid, the remaining provisions of the By-Laws shall not otherwise be
affected thereby but shall remain in full force and effect. The masculine
pronoun, as used in the By-Laws, means the masculine and feminine wherever
applicable.

                  B.  Insurance

                  The Company may purchase and maintain insurance on behalf of
any person described in Section 21 against any liability or expense (including
attorney fees) which may be asserted against such person whether or not the
Company would have the power to indemnify such person against such liability or
expense under this Section 21 or otherwise.

                  Section 22. The Board of Directors are authorized to select
such depositaries as they shall deem proper for the funds of the corporation.
All checks and drafts against such deposited funds shall be signed by such
officers or such other persons as may be specified by the Board of Directors.

                  Section 23. The corporate seal shall be circular in form, and
shall have inscribed thereon the name of the corporation, followed by the word
"Maine" and shall have the word "Seal" inscribed in the center thereof.

                  Section 24. A director of this corporation shall not be
disqualified by his office from dealing or contracting with the corporation,
either as vendor, purchaser or otherwise, nor shall any transaction or contract
of this corporation be void or voidable by reason of the fact that any director
or any firm of which any director is a member or any corporation of which any
director is a shareholder or director is in any way interested in such
transaction or contract, provided that such transaction or contract is or shall
be authorized, ratified or approved either (a) by vote of a majority of a quorum
of the Board of Directors or the executive committee, without counting in such
majority or quorum any directors so interested or being a member of a firm so
interested or a shareholder or director of a corporation so interested, or (b)
by vote at a stockholders' meeting of the holders of a majority of all the
outstanding shares of the stock of the corporation entitled to vote or by a
writing or writings signed by a majority of such holders; nor shall any director
be liable to account to the corporation for any profit realized by him from or
through any transaction or contract of this corporation authorized, ratified or
approved as aforesaid, by reason of the fact that he or any firm of which he is
a member or any corporation of which he is a shareholder or director was
interested in such transaction or contract. Nothing herein contained shall
create any liability in the events above described or prevent the authorization,
ratification or approval of such contracts or transactions in any other manner
provided by law.

                  Section 25. These by-laws may be altered or amended (a) by a
majority vote of the outstanding stock entitled to vote at any annual meeting or
upon notice at any special meeting of stockholders, or (b) at any meeting of the
Board of Directors by a majority vote of the entire Board then in office.