Exhibit 24(d)

                                February 23, 1996


Mr. W. L. Westbrook                              Mr. Wayne Boston
Southern Company Services, Inc.                  Southern Company Services, Inc.
64 Perimeter Center East                         64 Perimeter Center East
Atlanta GA  30346                                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, 1995,  and (2) its 1996  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


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                                      - 2 -




/s/Reed Bell                                              /s/C. Walter Ruckel
   Reed Bell                                                 C. Walter Ruckel



/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


<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, 1995, and its 1996
         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 23, 1996, 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 22, 1996                                     GULF POWER COMPANY


                                                          By /s/ Wayne Boston
                                                                 Wayne Boston
                                                            Assistant Secretary