Exhibit 24(e)

2992 West Beach Boulevard
P.O. Box 4079
Gulfport, Mississippi  39502-4079

Tel 601.864.1211

                                                              MISSISSIPPI POWER
                                                             A Southern Company

February 26, 1997


W. L. Westbrook and Wayne Boston


Dear Sirs:

         Mississippi Power Company proposes to file or join in the filing of
statements under the Securities Exchange Act of 1934 with the Securities and
Exchange Commission with respect to the following: (1) the filing of its Annual
Report on Form 10-K for the year ended December 31, 1996, and (2) the filing of
its quarterly reports on Form 10-Q during 1997.
         Mississippi Power Company and the undersigned directors and officers of
said Company, individually as a director and/or as an officer of the Company,
hereby make, constitute and appoint each of you our true and lawful Attorney for
each of us and in each of our names, places and steads to sign and cause to be
filed with the Securities and Exchange Commission in connection with the
foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q and
any appropriate amendment or amendments thereto and any necessary exhibits.


                                      Yours very truly,

                                      MISSISSIPPI POWER COMPANY



                                      By /s/Dwight H. Evans
                                           Dwight H. Evans
                              President and Chief Executive Officer



<PAGE>



                                      - 2 -





  /s/Paul J. DeNicola                      /s/George A. Schloegel
   Paul J. DeNicola                          George A. Schloegel



  /s/Edwin E. Downer                        /s/Philip J. Terrell
    Edwin E. Downer                           Philip J. Terrell



  /s/Dwight H. Evans                            /s/Gene Warr
    Dwight H. Evans                               Gene Warr



  /s/Robert S. Gaddis                      /s/Michael W. Southern
   Robert S. Gaddis                          Michael W. Southern



/s/Walter H. Hurt, III                      /s/Frances V. Turnage
  Walter H. Hurt, III                        Frances V. Turnage



 /s/Aubrey K. Lucas
   Aubrey K. Lucas


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


                                                - - - - - - - - - -

                  RESOLVED: That the members of this Company's Board of
         Directors and its officers are authorized to give their several powers
         of attorney to W. L. Westbrook and Wayne Boston 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 the Company's Annual Report on Form 10-K for the year ended
         December 31, 1996, and the filing of this Company's quarterly reports
         to the Securities and Exchange Commission on Form 10-Q for the year
         1997.

                                                - - - - - - - - - -

         The undersigned officer of Mississippi 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 Mississippi Power
Company, duly held on February 26, 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                        MISSISSIPPI POWER COMPANY


                                             By /s/Wayne Boston
                                                   Wayne Boston
                                                Assistant Secretary