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 at Augusta, 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.


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                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, except that vacancies arising from the election of
fewer directors than the total number fixed shall be filled at a meeting of the
stockholders called for the purpose of filling such vacancies, or by the Board
of Directors under special authorization from the stockholders. 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.


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                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, a
Clerk 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.


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                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 Clerk of the corporation shall be a resident of
Maine, and shall be sworn to the faithful performance of his duties. He need not
be a stockholder. He shall keep a full and accurate record of all stockholders'
meetings, shall keep an office in said Augusta as required by law, and shall
have the custody of all books and papers belonging to the corporation which are
located in said office. He shall receive as compensation for his services in
acting as proxy at annual meetings, keeping an office in Maine, preparing
records of annual meetings and furnishing the Secretary with duplicate copies of
same and of necessary blanks and forms at proper times the sum of fifty dollars
annually, payable in advance. He shall receive a reasonable compensation for all
additional services. In the absence of the Clerk, a Clerk pro tempore may be
chosen, who shall be a resident of Maine, and shall be duly sworn.

                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.


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                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.


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                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 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.