Exhibit 24(d)

500 Bayfront Parkway
Pensacola, FL  32520

Tel. 904.444.6000
                                                                     GULF POWER
                                                             A Southern Company



                                February 28, 1997


Mr. W. L. Westbrook                          Mr. Wayne Boston
The Southern Company                         Southern Company Services, Inc.
270 Peachtree Street, N.W.                   64 Perimeter Center East
Atlanta GA  30303                            Atlanta GA  30346


Dear Sirs:

                             Re: Forms 10-K and 10-Q

         Gulf Power Company proposes to file or join in the filing of statements
under the Securities Exchange Act of 1934 with the Securities and Exchange
Commission with respect to the following: (1) its Annual Report on Form 10-K for
the year ended December 31, 1996, and (2) its 1997 quarterly reports on Form
10-Q.

         Gulf Power Company and the undersigned Directors and Officers of said
Company, individually as a Director and/or as an Officer of the Company, hereby
make, constitute and appoint each of you our true and lawful Attorney for each
of us and in each of our names, places and steads to sign and cause to be filed
with the Securities and Exchange Commission in connection with the foregoing
said Annual Report on Form 10-K, quarterly reports on Form 10-Q and any
appropriate amendment or amendments thereto and any necessary exhibits.

                                   Sincerely,



                             By /s/Travis J. Bowden
                                Travis J. Bowden
                      President and Chief Executive Officer



<PAGE>



                                      - 2 -




 /s/Travis J. Bowden                         /s/Joseph K. Tannehill
  Travis J. Bowden                             Joseph K. Tannehill



 /s/Paul J. DeNicola                         /s/Arlan E. Scarbrough
  Paul J. DeNicola                             Arlan E. Scarbrough



 /s/Fred C. Donovan                           /s/Ronnie R. Labrato
   Fred C. Donovan                              Ronnie R. Labrato



 /s/W. D. Hull, Jr.                             /s/Warren E. Tate
   W. D. Hull, Jr.                               Warren E. Tate


/s/Barbara H. Thames
  Barbara H. Thames

<PAGE>
Extract from minutes of meeting of the board of directors of Gulf Power Company.


                               - - - - - - - - - -

         RESOLVED, That for the purpose of signing the statements under the
         Securities Exchange Act of 1934 to be filed with the Securities and
         Exchange Commission with respect to the filing of this Company's Annual
         Report on Form 10-K for the year ended December 31, 1996, and its 1997
         quarterly reports on Form 10-Q, and of remedying any deficiencies with
         respect thereto by appropriate amendment or amendments (both before and
         after such statements become effective), this Company, the members of
         its Board of Directors, and its Officers, are authorized to give their
         several powers of attorney to W. L. Westbrook and Wayne Boston.

                               - - - - - - - - - -

         The undersigned officer of Gulf Power Company does hereby certify that
the foregoing is a true and correct copy of resolution duly and regularly
adopted at a meeting of the board of directors of Gulf Power Company, duly held
on February 28, 1997, at which a quorum was in attendance and voting throughout,
and that said resolution has not since been rescinded but is still in full force
and effect.


Dated  March 21, 1997                                     GULF POWER COMPANY


                                                          By /s/Wayne Boston
                                                                Wayne Boston
                                                             Assistant Secretary