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<SEC-DOCUMENT>0000041091-02-000014.txt : 20021018
<SEC-HEADER>0000041091-02-000014.hdr.sgml : 20021018
<ACCEPTANCE-DATETIME>20021018164102
ACCESSION NUMBER:		0000041091-02-000014
CONFORMED SUBMISSION TYPE:	U-1/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20021018

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GEORGIA POWER CO
		CENTRAL INDEX KEY:			0000041091
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				580257110
		STATE OF INCORPORATION:			GA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		U-1/A
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-10073
		FILM NUMBER:		02792920

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BOULEVARD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045066526
</SEC-HEADER>
<DOCUMENT>
<TYPE>U-1/A
<SEQUENCE>1
<FILENAME>am2_10073.txt
<TEXT>

                                                              File No. 70-10073

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 2
                                       TO
                                    FORM U-1

                           APPLICATION OR DECLARATION

                                      under

                 The Public Utility Holding Company Act of 1935

   THE SOUTHERN COMPANY                             GEORGIA POWER COMPANY
270 Peachtree Street, N.W.                    241 Ralph McGill Boulevard, N.E.
  Atlanta, Georgia 30303                           Atlanta, Georgia  30308

               (Name of company or companies filing this statement
                  and addresses of principal executive offices)

                              THE SOUTHERN COMPANY

 (Name of top registered holding company parent of each applicant or declarant)

      Tommy Chisholm                                  Janice G. Wolfe
         Secretary                                  Corporate Secretary
   The Southern Company                            Georgia Power Company
270 Peachtree Street, N.W.                    241 Ralph McGill Boulevard, N.E
  Atlanta, Georgia 30303                          Atlanta, Georgia  30308

                   (Names and addresses of agents for service)


        The Commission is requested to mail signed copies of all orders,
notices and communications to:


        Gale E. Klappa                             John D. McLanahan, Esq.
Executive Vice President, Chief                     Troutman Sanders LLP
Financial Officer and Treasurer                  600 Peachtree Street, N.E.
     The Southern Company                                Suite 5200
   270 Peachtree Street, NW                     Atlanta, Georgia  30308-2216
    Atlanta, Georgia 30303



<PAGE>


         The Application pending in the foregoing file is amended and restated
in its entirety as follows:

ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTIONS.
         Georgia Power Company ("Georgia") is a wholly-owned subsidiary of The
Southern Company ("Southern"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"). Georgia proposes to
organize one or more subsidiaries for the purpose of effecting various financing
transactions from time to time through June 30, 2006 involving the issuance and
sale of up to an aggregate of $650,000,000 of Preferred Securities (as
hereinafter defined), as described herein.
         In connection with the issuance of Preferred Securities, Georgia
proposes to organize one or more separate special purpose subsidiaries as any
one or any combination of (a) a limited liability company under the Limited
Liability Company Act (the "LLC Act") of the State of Georgia or of the State of
Delaware or other jurisdiction considered advantageous by Georgia, (b) a limited
partnership under the Revised Uniform Limited Partnership Act of the State of
Georgia or of the State of Delaware or other jurisdiction considered
advantageous by Georgia, (c) a business trust under the laws of the State of
Georgia or a statutory trust under the laws of the State of Delaware or other
comparable trust in any jurisdiction considered advantageous by Georgia or (d)
any other entity or structure, foreign or domestic, that is considered
advantageous by Georgia. The special purpose subsidiaries to be so organized are
hereinafter referred to individually as a "Special Purpose Subsidiary" and
collectively as the "Special Purpose Subsidiaries." In the event that any
Special Purpose Subsidiary is organized as a limited liability company, Georgia
may also organize a second special purpose wholly-owned subsidiary under the

<PAGE>

General Corporation Law of the State of Georgia or the General Corporation Law
of the State of Delaware or other jurisdiction ("Investment Sub") for the
purpose of acquiring and holding Special Purpose Subsidiary membership interests
so as to comply with any requirement under the applicable LLC Act that a limited
liability company have at least two members. In the event that any Special
Purpose Subsidiary is organized as a limited partnership, Georgia also may
organize an Investment Sub for the purpose of acting as the general partner of
such Special Purpose Subsidiary and may acquire, either directly or indirectly
through such Investment Sub, a limited partnership interest in such Special
Purpose Subsidiary to ensure that such Special Purpose Subsidiary will at all
times have a limited partner to the extent required by applicable law. Georgia
requests that the Securities and Exchange Commission (the "Commission") reserve
jurisdiction over the use of a foreign entity as a Special Purpose Subsidiary.
         The respective Special Purpose Subsidiaries then will issue and sell
from time to time preferred securities described hereinbelow (the "Preferred
Securities"), with a specified par or stated value or liquidation amount or
preference per security.
         Georgia has outstanding a total of $815 million of Preferred Securities
issued through Special Purpose Subsidiaries. These were issued through Special
Purpose Subsidiaries rather than directly by Georgia as subordinated debt
because certain rating agencies recognize Preferred Securities issued through
Special Purpose Subsidiaries as having more equity content than directly issued
subordinated debt. Transactions of the Special Purpose Subsidiaries are reported
by Georgia on its financial statements, and it is desirable for Georgia to
continue to maintain a degree of similarity in its financial statements by


                                       2
<PAGE>

issuing Preferred Securities through the Special Purpose Subsidiaries rather
than directly issuing subordinated debt.
         Special Purpose Subsidiaries can increase a company's ability to access
new sources of capital by enabling it to undertake financing transactions with
features and terms attractive to a wider investor base. Special Purpose
Subsidiaries can be established in jurisdictions and/or in forms that have terms
favorable to its sponsor and that at the same time provide targeted investors
with attractive incentives to provide financing. Many of these investors
typically would not hold sponsor bonds or commercial paper. Thus, they represent
potential new sources of capital.
         The ability to use Special Purpose Subsidiaries in financing
transactions can sometimes offer increased state and/or federal tax efficiency.
Increased tax efficiency can result if a Special Purpose Subsidiary is located
in a state or country that has tax laws that make the proposed financing
transaction more tax efficient relative to the sponsor's existing taxing
jurisdiction. However, decreasing tax exposure is usually not the primary goal
when establishing a Special Purpose Subsidiary. Because of the potential
significant non-tax benefits of such transactions, discussed above, use of a
Special Purpose Subsidiary can benefit an issuer even without a net improvement
in its tax position.
         Georgia and/or an Investment Sub will acquire all of the common stock
or all of the general partnership or other common equity interests, as the case
may be, of any Special Purpose Subsidiary for an amount not less than the
minimum required by any applicable law and not exceeding 21% of the total equity
capitalization from time to time of such Special Purpose Subsidiary (i.e., the


                                       3
<PAGE>

aggregate of the equity accounts of such Special Purpose Subsidiary) (the
aggregate of such investment by Georgia and/or an Investment Sub being herein
referred to as the "Equity Contribution"). Georgia may issue and sell to any
Special Purpose Subsidiary, at any time or from time to time in one or more
series, subordinated debentures, promissory notes or other debt instruments
(individually, a "Note" and collectively, the "Notes") governed by an indenture
or other document, and such Special Purpose Subsidiary will apply both the
Equity Contribution made to it and the proceeds from the sale of Preferred
Securities by it from time to time to purchase Notes. Alternatively, Georgia may
enter into a loan agreement or agreements with any Special Purpose Subsidiary
under which such Special Purpose Subsidiary will loan to Georgia (individually,
a "Loan" and collectively, the "Loans") both the Equity Contribution to such
Special Purpose Subsidiary and the proceeds from the sale of the Preferred
Securities by such Special Purpose Subsidiary from time to time, and Georgia
will issue to such Special Purpose Subsidiary Notes evidencing such borrowings.
         No Special Purpose Subsidiary will publicly issue Preferred Securities
pursuant to this filing unless it has maintained at least an investment grade
corporate or senior unsecured debt rating by at least one nationally recognized
rating agency. Georgia requests the Commission to reserve jurisdiction over the
issuance of any security pursuant to this filing, which security is rated below
investment grade.
         Georgia also proposes to guarantee (individually, a "Guaranty" and
collectively, the "Guaranties") (i) payment of dividends or distributions on the
Preferred Securities of any Special Purpose Subsidiary if and to the extent such
Special Purpose Subsidiary has funds legally available therefor, (ii) payments
to the Preferred Securities holders of amounts due upon liquidation of such
Special Purpose Subsidiary or redemption of the Preferred Securities of such


                                       4
<PAGE>

Special Purpose Subsidiary and (iii) certain additional amounts that may be
payable in respect of such Preferred Securities. Georgia's credit would support
any such Guaranty.
         Each Note will have a term of up to 50 years. Prior to maturity,
Georgia will pay interest only on the Notes at a rate equal to the dividend or
distribution rate on the related series of Preferred Securities, which dividend
or distribution rate may be either a fixed rate or an adjustable rate to be
determined on a periodic basis by auction or remarketing procedures, in
accordance with a formula or formulae based upon certain reference rates, or by
other predetermined methods. Such interest payments will constitute each
respective Special Purpose Subsidiary's only income and will be used by it to
pay dividends or distributions on the Preferred Securities issued by it and
dividends or distributions on the common stock or the general partnership or
other common equity interests of such Special Purpose Subsidiary. Dividend
payments or distributions on the Preferred Securities will be made on a monthly
or other periodic basis and must be made to the extent that the Special Purpose
Subsidiary issuing such Preferred Securities has legally available funds and
cash sufficient for such purposes. However, Georgia may have the right to defer
payment of interest on any issue of Notes for up to five or more years. Each
Special Purpose Subsidiary will have the parallel right to defer dividend
payments or distributions on the related series of Preferred Securities for up
to five or more years, provided that if dividends or distributions on the
Preferred Securities of any series are not paid for up to 18 or more consecutive
months, then the holders of the Preferred Securities of such series may have the
right to appoint a trustee, special general partner or other special
representative to enforce the Special Purpose Subsidiary's rights under the


                                       5
<PAGE>

related Note and Guaranty. The dividend or distribution rates, payment dates,
redemption and other similar provisions of each series of Preferred Securities
will be substantially identical to the interest rates, payment dates, redemption
and other provisions of the Note issued by Georgia with respect thereto.
         The Notes and related Guaranties will be subordinate to all other
existing and future unsubordinated indebtedness for borrowed money of Georgia
and will have no cross-default provisions with respect to other indebtedness of
Georgia - i.e., a default under any other outstanding indebtedness of Georgia
would not result in a default under any Note or Guaranty. However, Georgia may
be prohibited from declaring and paying dividends on its outstanding capital
stock and making payments in respect of pari passu debt unless all payments then
due under the Notes and Guaranties (without giving effect to the deferral rights
discussed above) have been made.
         It is expected that Georgia's interest payments on the Notes will be
deductible for federal income tax purposes and that each Special Purpose
Subsidiary will be treated as either a partnership or a passive grantor trust
for federal income tax purposes. Consequently, holders of the Preferred
Securities and Georgia (and any Investment Sub) will be deemed to have received
distributions in respect of their ownership interests in the respective Special
Purpose Subsidiary and will not be entitled to any "dividends received
deduction" under the Internal Revenue Code. The Preferred Securities of any
series, however, may be redeemable at the option of the Special Purpose
Subsidiary issuing such series (with the consent or at the direction of Georgia)
at a price equal to their par or stated value or liquidation amount or
preference, plus any accrued and unpaid dividends or distributions, (i) at any


                                       6
<PAGE>

time after a specified date not later than approximately 10 years from their
date of issuance, or (ii) upon the occurrence of certain events, among them that
(x) such Special Purpose Subsidiary is required to withhold or deduct certain
amounts in connection with dividend, distribution or other payments or is
subject to federal income tax with respect to interest received on the Notes
issued to such Special Purpose Subsidiary, or (y) it is determined that the
interest payments by Georgia on the related Notes are not deductible for income
tax purposes, or (z) such Special Purpose Subsidiary becomes subject to
regulation as an "investment company" under the Investment Company Act of 1940,
as amended. The Preferred Securities of any series may also be subject to
mandatory redemption upon the occurrence of certain events. Georgia also may
have the right in certain cases or in its discretion to exchange the Preferred
Securities of any Special Purpose Subsidiary for the Notes or other junior
subordinated debt issued to such Special Purpose Subsidiary.
         In the event that any Special Purpose Subsidiary is required to
withhold or deduct certain amounts in connection with dividend, distribution or
other payments, such Special Purpose Subsidiary may also have the obligation to
"gross up" such payments so that the holders of the Preferred Securities issued
by such Special Purpose Subsidiary will receive the same payment after such
withholding or deduction as they would have received if no such withholding or
deduction were required. In such event, Georgia's obligations under its related
Note and Guaranty may also cover such "gross up" obligation. In addition, if any
Special Purpose Subsidiary is required to pay taxes with respect to income
derived from interest payments on the Notes issued to it, Georgia may be
required to pay such additional interest on the related Notes as shall be
necessary in order that net amounts received and retained by such Special
Purpose Subsidiary, after the payment of such taxes, shall result in the Special


                                       7
<PAGE>

Purpose Subsidiary's having such funds as it would have had in the absence of
such payment of taxes.
         In the event of any voluntary or involuntary liquidation, dissolution
or winding up of any Special Purpose Subsidiary, the holders of the Preferred
Securities of such Special Purpose Subsidiary will be entitled to receive, out
of the assets of such Special Purpose Subsidiary available for distribution to
its shareholders, partners or other owners (as the case may be), an amount equal
to the par or stated value or liquidation amount or preference of such Preferred
Securities plus any accrued and unpaid dividends or distributions.
         The constituent instruments of each Special Purpose Subsidiary,
including its Limited Liability Company Agreement, Limited Partnership Agreement
or Trust Agreement, as the case may be, will provide, among other things, that
such Special Purpose Subsidiary's activities will be limited to the issuance and
sale of Preferred Securities from time to time and the lending to Georgia or
Investment Sub of (i) the proceeds thereof and (ii) the Equity Contribution to
such Special Purpose Subsidiary, and certain other related activities.
Accordingly, it is proposed that no Special Purpose Subsidiary's constituent
instruments include any interest or dividend coverage or capitalization ratio
restrictions on its ability to issue and sell Preferred Securities as each such
issuance will be supported by a Note and Guaranty and such restrictions would
therefore not be relevant or necessary for any Special Purpose Subsidiary to
maintain an appropriate capital structure.
         Each Special Purpose Subsidiary's constituent instruments will further
state that its common stock or general partnership or other common equity


                                       8
<PAGE>

interests are not transferable (except to certain permitted successors), that
its business and affairs will be managed and controlled by Georgia and/or its
Investment Sub (or permitted successor), and that Georgia (or permitted
successor) will pay all expenses of such Special Purpose Subsidiary.
         The distribution rate to be borne by the Preferred Securities and the
interest rate on the Notes will not exceed the greater of (i) 300 basis points
over U.S. Treasury securities having comparable maturities or (ii) a gross
spread over U.S. Treasury securities that is consistent with similar securities
having comparable maturities and credit quality issued by other companies.
         Georgia will use the proceeds from the sale of the securities described
herein in connection with its ongoing construction program, to pay scheduled
maturities and/or refundings of its securities, to repay short-term indebtedness
to the extent outstanding and for other general corporate purposes.
         Georgia will file, on a quarterly basis corresponding with the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended, the
information required pursuant to Rule 24 with respect to any Special Purpose
Subsidiary organized or otherwise acquired pursuant to this filing. Such
filings, if any, will include a representation that the financial statements of
Georgia shall account for any Special Purpose Subsidiary in accordance with
generally accepted accounting principles and shall further disclose, with
respect to any such subsidiary, (i) the name of the subsidiary; (ii) the value
of Georgia's investment account in such subsidiary; (iii) the balance sheet
account where the investment and the cost of the investment are booked; (iv) the
amount invested in the subsidiary by Georgia; (v) the type of corporate entity;


                                       9
<PAGE>

(vi) the percentage owned by Georgia; (vii) the identification of other owners
if not 100% owned by Georgia; (viii) the purpose of the investment in the
subsidiaries and (ix) the amounts and types of securities to be issued by the
subsidiaries. To the extent any securities are issued by any entity pursuant to
this filing, which securities are not set forth on the balance sheet of Georgia,
then the terms and conditions of such securities will be included in the
applicable report filed pursuant to Rule 24.


ITEM 2.  FEES, COMMISSIONS AND EXPENSES
         ------------------------------

         The fees and expenses in connection with the proposed transactions
(other than those described in Item 1 hereof and other than underwriting
discounts and commissions) are estimated not to exceed $2,425,000. The
prospectus supplement relating to each offering will reflect the actual expenses
based upon the amount of the related offering.


ITEM 3.  APPLICABLE STATUTORY PROVISIONS
         -------------------------------

         Georgia considers that Sections 6(a), 7, 9(a), 10 and 12(b) of the Act
and Rules 45, 52 and 54 thereunder are applicable to the proposed transactions.
         The issuance of the Notes and Guarantees to Special Purpose Subsidiary
will be exempt from Sections 6(a), 7 and 12(b) of the Act by virtue of Rules
52(a) and 45(b)(1) thereunder.
         Rule 54 Analysis: The proposed transactions are also subject to Rule
54, which provides that, in determining whether to approve an application which
does not relate to any "exempt wholesale generator" ("EWG") or "foreign utility
company" ("FUCO"), the Commission shall not consider the effect of the
capitalization or earnings of any such EWG or FUCO which is a subsidiary of a


                                       10
<PAGE>

registered holding company if the requirements of Rule 53(a), (b) and (c) are
satisfied.
         Southern currently meets all of the conditions of Rule 53(a). At June
30, 2002, Southern's "aggregate investment," as defined in Rule 53(a)(1), in
EWGs and FUCOs was approximately $119 million, or 2.60% of Southern's
"consolidated retained earnings," also as defined in Rule 53(a)(1), as of June
30, 2002 ($4.564 billion).1
         In addition, Southern has complied and will continue to comply with the
record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3)
on the use of operating company personnel to render services to EWGs and FUCOs,
and the requirements of Rule 53(a)(4) concerning the submission of copies of
certain filings under the Act to retail rate regulatory commissions. Further,
none of the circumstances described in Rule 53(b) has occurred.

________________________


1 As discussed in Southern's Application on Form U-1 (File No. 70-9727) relating
to the spin-off of Mirant Corporation ("Mirant"), Southern and Mirant
reorganized certain energy-related and FUCO activities and Mirant completed a
tax-free distribution to Southern of these activities on March 5, 2001 (the
"Mini-Spin"). On April 2, 2001, Southern completed the spin-off of its remaining
ownership interest in Mirant to Southern's shareholders. Therefore, the four
indirect subsidiaries (EPZ Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc.
and NUON Lease, Inc.) obtained through the Mini-Spin are the only remaining FUCO
investments held by Southern. Although Southern now owns all of the equity in
these companies as a result of the Mini-Spin, Southern has no direct or indirect
investment or any aggregate investment within the meaning of Rule 53 in these
FUCOs, including any direct or indirect guarantees or credit positions related
to any capital or financing leases. Furthermore, the only remaining EWG
investment held by Southern after the spin-off is Southern Company-Florida LLC,
which was organized during the first quarter of 2001. Southern has executed
limited keep-well commitments whereby Southern would be required to make capital
contributions to Southern Energy Finance Capital Corp. or to Southern Energy
Finance Company, Inc. in the event of a shortfall in the scheduled debt service
resulting from certain changes in the payments due from Southern under the
Southern Company Income Tax Allocation Agreement. The maximum potential capital
contribution required under these commitments is the unamortized balance of the
related loans, which totaled approximately $377 million as of June 30, 2002.



                                       11
<PAGE>


ITEM 4.  REGULATORY APPROVAL
         -------------------

         The issuance of the Notes by Georgia has been or will have been
authorized by the Georgia Public Service Commission.
         No other state commission (except as aforesaid) has jurisdiction with
respect to the proposed transactions and no federal commission (other than the
Securities and Exchange Commission) has jurisdiction with respect thereto.
Georgia considers that the Special Purpose Subsidiaries will be exempt from
regulation under the Investment Company Act of 1940, as amended, pursuant to the
"finance company" exemption afforded by Rule 3a-5 under such Act.


ITEM 5.  PROCEDURE
         ---------

         Georgia hereby requests that the Commission's order be issued as soon
as the rules allow. because it has the opportunity to lower its cost of funds
under current, favorable market conditions. Georgia hereby waives a recommended
decision by a hearing officer or other responsible officer of the Commission,
consents that the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order in this matter, unless
such Division opposes the transactions proposed herein, and requests that there
be no 30-day waiting period between the issuance of the Commission's order and
the date on which it is to become effective.


ITEM 6.  EXHIBITS AND FINANCIAL STATEMENTS
         ---------------------------------

         (a)      Exhibits

                    A-1  - Form of Trust Agreement. (Previously Filed)

                                       12
<PAGE>

                    A-2  - Form of Amended and Restated Trust Agreement.
                           (Previously Filed)

                    B-1  - Subordinated Note Indenture between Georgia Power
                           Company and JPMorgan Chase Bank (formerly known as
                           The Chase Manhattan Bank). (Designated in Certificate
                           of Notification, File No. 70-8461, as Exhibit D.).

                    B-2  - Form of Supplemental Indenture to Subordinated Note
                           Indenture between Georgia Power Company and JPMorgan
                           Chase Bank. (Previously Filed)

                    B-3  - Form of Guarantee with respect to Preferred
                           Securities. (Previously Filed)

                    C    - Registration Statement pursuant to the Securities Act
                           of 1933, as amended. (Filed Electronically March 29,
                           2001 File No. 333-57884.)

                    F    - Opinion of Troutman Sanders LLP. (Previously Filed)

                    G    - Form of Notice. (Previously Filed)

         Exhibits heretofore filed with the Securities and Exchange Commission
and designated as set forth above are hereby incorporated herein by reference
and made a part hereof with the same effect as if filed herewith.

         (b)  Financial Statements.

                           Balance Sheet of Georgia at June 30, 2002.
                  (Designated in Georgia's Form 10-Q for the quarter ended June
                  30, 2002, File No. 1-6468.)

                           Statements of income of Georgia for the period ended
                  June 30, 2002. (Designated in Georgia's Form 10-Q for the
                  quarter ended June 30, 2002, File No. 1-6468.)

         Since June 30, 2002, there have been no material adverse changes, not
in the ordinary course of business, in the financial condition of Georgia from
that set forth in or contemplated by the foregoing financial statements.


                                       13
<PAGE>

ITEM 7.  INFORMATION AS TO ENVIRONMENTAL EFFECTS
         ---------------------------------------

         a) As described in Item 1, the proposed transactions are of a routine
and strictly financial nature in the ordinary course of Georgia's business.
Accordingly, the Commission's action in this matter will not constitute any
major federal action significantly affecting the quality of the human
environment.
         b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.

                                    SIGNATURE
         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this statement to be signed on
its behalf by the undersigned hereunto duly authorized.

Dated: October 18, 2002                       GEORGIA POWER COMPANY



                                              By: /s/Wayne Boston
                                                         Wayne Boston
                                                      Assistant Secretary




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