<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>seriesr424.txt
<TEXT>
                                                Filed Pursuant to Rule 424(b)(5)
                                                 Registration Nos. 333-105815
                                                                   333-105815-01
                                                                   333-105815-02
                                                                   333-105815-03
                                                                   333-105815-04


PROSPECTUS SUPPLEMENT
SEPTEMBER 23, 2003
(TO PROSPECTUS DATED JUNE 25, 2003)
                                  $200,000,000

                          (GEORGIA POWER COMPANY LOGO)

                            SERIES R 6% SENIOR NOTES
                              DUE OCTOBER 15, 2033
                          ---------------------------
     The Series R Senior Notes bear interest at the rate of 6% per year.
Interest on the Series R Senior Notes is payable quarterly on January 15, April
15, July 15 and October 15 of each year, beginning January 15, 2004. The Series
R Senior Notes will mature on October 15, 2033. The Series R Senior Notes are
redeemable by Georgia Power Company on or after October 23, 2008. The Series R
Senior Notes do not have the benefit of any sinking fund.

     The Series R Senior Notes are unsecured and rank equally with all of
Georgia Power Company's other unsecured indebtedness from time to time
outstanding and will be subordinated to all secured indebtedness of Georgia
Power Company to the extent of the assets securing such debt. The Series R
Senior Notes will be issued only in registered form in denominations of $25.

     SEE "RISK FACTORS" ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT FOR
INFORMATION ON CERTAIN RISKS RELATED TO THE PURCHASE OF THESE SECURITIES.

     Georgia Power Company plans to list the Series R Senior Notes on the New
York Stock Exchange. Trading of the Series R Senior Notes is expected to begin
on the New York Stock Exchange within 30 days after the Series R Senior Notes
are first issued.

                          ---------------------------

<Table>
<Caption>
                                                              PER NOTE      TOTAL
                                                              --------      -----
<S>                                                           <C>        <C>
Public offering price(1)....................................    $25.00   $200,000,000
Underwriting discount.......................................    $.7875     $6,300,000
Proceeds, before expenses, to Georgia Power Company(1)......  $24.2125   $193,700,000
</Table>

------------

(1) Plus accrued interest, if any, from the date of original issuance of the
    Series R Senior Notes, which is expected to be October 23, 2003.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     The Series R Senior Notes will be ready for delivery in book-entry form
only through the facilities of The Depository Trust Company on or about October
23, 2003.

                         ------------------------------
                          Joint Book-Running Managers

BANC OF AMERICA SECURITIES LLC
                             MORGAN STANLEY
                                                     WACHOVIA SECURITIES

                         ------------------------------
CITIGROUP                                                    UBS INVESTMENT BANK

                         ------------------------------
                                LEHMAN BROTHERS

<PAGE>



     No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained or incorporated by reference
in this Prospectus Supplement or the accompanying Prospectus. You must not rely
on any unauthorized information or representations. This Prospectus Supplement
and accompanying Prospectus is an offer to sell only the Series R Senior Notes
offered hereby, and only under circumstances and in jurisdictions where it is
lawful to do so. The information incorporated by reference or contained in this
Prospectus Supplement and accompanying Prospectus is current only as of its
date.

                             ---------------------

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
                       PROSPECTUS SUPPLEMENT
Risk Factors................................................    S-3
The Company.................................................    S-3
Selected Financial Information..............................    S-3
Recent Developments.........................................    S-4
Use of Proceeds.............................................    S-4
Description of the Series R Senior Notes....................    S-4
Underwriting................................................    S-8

                            PROSPECTUS
About this Prospectus.......................................      2
Risk Factors................................................      2
Available Information.......................................      2
Incorporation of Certain Documents by Reference.............      3
Georgia Power Company.......................................      3
Selected Information........................................      4
The Trusts..................................................      4
Accounting Treatment of the Trusts..........................      5
Use of Proceeds.............................................      5
Description of the Senior Notes.............................      5
Description of the Junior Subordinated Notes................      9
Description of the Preferred Securities.....................     14
Description of the Guarantees...............................     15
Relationship Among the Preferred Securities, the Junior
  Subordinated Notes and the Guarantees.....................     17
Plan of Distribution........................................     19
Legal Matters...............................................     19
Experts.....................................................     19
</Table>

                                       S-2

<PAGE>



                                  RISK FACTORS

     Investing in the Series R Senior Notes involves risk. Please see the risk
factors in Georgia Power Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, which is incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus. Before making an
investment decision, you should carefully consider these risks as well as other
information contained or incorporated by reference in this Prospectus Supplement
and the accompanying Prospectus. The risks and uncertainties not presently known
to Georgia Power Company or that Georgia Power Company currently deems
immaterial may also impair its business operations, its financial results and
the value of the Series R Senior Notes.

                                  THE COMPANY

     Georgia Power Company (the "Company") is a corporation organized under the
laws of the State of Georgia on June 26, 1930. The Company has its principal
office at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374,
telephone (404) 506-6526. The Company is a wholly owned subsidiary of The
Southern Company.

     The Company is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy within an approximately
57,200 square mile service area comprising most of the State of Georgia.

                         SELECTED FINANCIAL INFORMATION

     The following selected financial data for the years ended December 31, 1998
through December 31, 2002 and the six months ended June 30, 2003 has been
derived from the Company's financial statements and related notes, incorporated
by reference in this Prospectus Supplement and the accompanying Prospectus. The
information set forth below is qualified in its entirety by reference to and,
therefore, should be read together with management's discussion and analysis of
results of operations and financial condition, the financial statements and
related notes and other financial information incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus.

<Table>
<Caption>
                                                                                               SIX
                                                                                             MONTHS
                                                       YEAR ENDED DECEMBER 31,                ENDED
                                              ------------------------------------------    JUNE 30,
                                               1998     1999     2000     2001     2002       2003
                                              ------   ------   ------   ------   ------   -----------
                                                      (MILLIONS, EXCEPT RATIOS)            (UNAUDITED)
<S>                                           <C>      <C>      <C>      <C>      <C>      <C>
Operating Revenues..........................  $4,738   $4,457   $4,871   $4,966   $4,822     $2,317
Earnings Before Income Taxes................     975      895      921      974      976        464
Net Income After Dividends on Preferred
  Stock.....................................     570      541      559      610      618        292
Ratio of Earnings to Fixed Charges(1).......    4.49     4.26     4.14     4.79     5.07       4.70
</Table>

<Table>
<Caption>
                                                                       CAPITALIZATION
                                                                    AS OF JUNE 30, 2003
                                                              --------------------------------
                                                               ACTUAL        AS ADJUSTED(2)
                                                              ---------   --------------------
                                                               (MILLIONS, EXCEPT PERCENTAGES)
                                                                        (UNAUDITED)
<S>                                                           <C>         <C>         <C>
Common Stock Equity.........................................   $4,451      $4,451       48.5%
Cumulative Preferred Stock..................................       15          15        0.2
Company Obligated Mandatorily Redeemable Preferred
  Securities of Subsidiary Trusts Holding Company Junior
  Subordinated Notes(3).....................................      940         940       10.3
Senior Notes................................................    1,900       2,000       21.8
Other Long-Term Debt........................................    1,763       1,763       19.2
                                                               ------      ------      -----
     Total, excluding amounts due within one year of $342
      million...............................................   $9,069      $9,169      100.0%
                                                               ======      ======      =====
</Table>

---------------

(1) This ratio is computed as follows: (i) "Earnings" have been calculated by
    adding to "Earnings Before Income Taxes" "Interest Expense, Net of Amounts
    Capitalized," "Distributions on Preferred Securities of Subsidiary" and the
    debt portion of allowance for funds used during construction, and

                                       S-3

<PAGE>



    (ii) "Fixed Charges" consist of "Interest Expense, Net of Amounts
    Capitalized," "Distributions on Preferred Securities of Subsidiary" and the
    debt portion of allowance for funds used during construction.
(2) Reflects (i) the issuance in September 2003 of $100,000,000 aggregate
    principal amount of Series Q 4.90% Senior Notes due September 15, 2013; (ii)
    the proposed redemption in November 2003 of $200,000,000 aggregate principal
    amount of Series B 6.60% Senior Notes due December 31, 2038; and (iii) the
    issuance of the Series R Senior Notes offered hereby.
(3) Substantially all of the assets of the respective Trusts are Junior
    Subordinated Notes of the Company, and upon redemption of such debt, the
    related Preferred Securities will be mandatorily redeemable.

                              RECENT DEVELOPMENTS

     For information related to the Company's fuel cost recovery rate increase
filing, reference is made to Note (G) to the consolidated financial statements
of the Company in the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003. On August 19, 2003, the Georgia Public Service Commission
issued an order approving a stipulation reached by the Company, the Consumers'
Utility Counsel Division, Georgia Textile Manufacturers Association, Georgia
Industrial Group and the Staff of the Georgia Public Service Commission. The
stipulation allows the Company to increase customer fuel rates to recover
existing under-recovered deferred fuel costs over the period of October 1, 2003
through March 31, 2005, as well as future projected fuel costs. The new fuel
rate represents an average annual increase in rates paid by customers of
approximately 1.6%.

                                USE OF PROCEEDS

     The proceeds from the sale of the Series R Senior Notes will be used by the
Company to redeem in November 2003 all of its Series B 6.60% Senior Notes due
December 31, 2038 currently outstanding in the aggregate principal amount of
$200,000,000 at a redemption price of 100% of the principal amount thereof plus
accrued and unpaid interest. Such redemption will be subject to the issuance of
the Series R Senior Notes.

                    DESCRIPTION OF THE SERIES R SENIOR NOTES

     Set forth below is a description of the specific terms of the Series R 6%
Senior Notes due October 15, 2033 (the "Series R Senior Notes"). This
description supplements, and should be read together with, the description of
the general terms and provisions of the senior notes set forth in the
accompanying Prospectus under the caption "Description of the Senior Notes." The
following description does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the description in the accompanying
Prospectus and the Senior Note Indenture dated as of January 1, 1998, as
supplemented (the "Senior Note Indenture"), between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Senior
Note Indenture Trustee").

GENERAL

     The Series R Senior Notes will be issued as a series of senior notes under
the Senior Note Indenture. The Series R Senior Notes will initially be issued in
the aggregate principal amount of $200,000,000. The Company may, without the
consent of the holders of the Series R Senior Notes, issue additional notes
having the same ranking and the same interest rate, maturity and other terms as
the Series R Senior Notes. Any additional notes having such similar terms,
together with the Series R Senior Notes, will constitute a single series of
senior notes under the Senior Note Indenture.

     The entire principal amount of the Series R Senior Notes will mature and
become due and payable, together with any accrued and unpaid interest thereon,
on October 15, 2033. The Series R Senior Notes are not subject to any sinking
fund provision. The Series R Senior Notes are available for purchase in
denominations of $25 and any integral multiple thereof.
                                       S-4

<PAGE>



INTEREST

     Each Series R Senior Note shall bear interest at the rate of 6% per year
("the Securities Rate") from the date of original issuance, payable quarterly in
arrears on January 15, April 15, July 15 and October 15 of each year (each, an
"Interest Payment Date") to the person in whose name such Series R Senior Note
is registered at the close of business on the fifteenth calendar day prior to
such payment date (whether or not a Business Day). The initial Interest Payment
Date is January 15, 2004. The amount of interest payable will be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on the Series R Senior Notes is not a Business Day,
then payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made
on such date. "Business Day" means a day other than (i) a Saturday or Sunday,
(ii) a day on which banks in New York, New York are authorized or obligated by
law or executive order to remain closed or (iii) a day on which the Senior Note
Indenture Trustee's corporate trust office is closed for business.

RANKING

     The Series R Senior Notes will be direct, unsecured and unsubordinated
obligations of the Company ranking equally with all other unsecured and
unsubordinated obligations of the Company from time to time outstanding. The
Series R Senior Notes will be subordinated to all secured indebtedness of the
Company to the extent of the assets securing such debt, aggregating
approximately $81,000,000 outstanding at June 30, 2003. The Senior Note
Indenture contains no restrictions on the amount of additional indebtedness that
may be incurred by the Company.

TRADING CHARACTERISTICS

     The Series R Senior Notes are expected to trade at a price that takes into
account the value, if any, of accrued but unpaid interest; thus, purchasers will
not pay and sellers will not receive accrued and unpaid interest with respect to
the Series R Senior Notes that is not included in the trading price thereof. Any
portion of the trading price of a Series R Senior Note received that is
attributable to accrued interest will be treated as ordinary interest income for
federal income tax purposes and will not be treated as part of the amount
realized for purposes of determining gain or loss on the disposition of the
Series R Senior Note.

     The trading price of the Series R Senior Notes is likely to be sensitive to
the level of interest rates generally. If interest rates rise in general, the
trading price of the Series R Senior Notes may decline to reflect the additional
yield requirements of the purchasers. Conversely, a decline in interest rates
may increase the trading price of the Series R Senior Notes, although any
increase will be moderated by the Company's ability to call the Series R Senior
Notes at any time on or after October 23, 2008.

OPTIONAL REDEMPTION

     The Company shall have the right to redeem the Series R Senior Notes at any
time in whole, or from time to time in part, without premium, on or after
October 23, 2008, upon not less than 30 nor more than 60 days' notice, at a
redemption price (the "Redemption Price") equal to 100% of the principal amount
to be redeemed plus any accrued and unpaid interest to the date of redemption
(the "Redemption Date").

     If notice of redemption is given as aforesaid, the Series R Senior Notes to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price together with any accrued and unpaid interest thereon, and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Series R Senior Notes shall cease to
bear interest. If any Series R Senior Note called for redemption shall not be
paid upon surrender thereof for redemption, the principal shall, until paid,
bear interest from the Redemption Date at the Securities Rate. See "Description
of the Senior Notes -- Events of Default" in the accompanying Prospectus.

                                       S-5

<PAGE>



     Subject to the foregoing and to applicable law (including, without
limitation, United States federal securities laws), the Company or its
affiliates may, at any time and from time to time, purchase outstanding Series R
Senior Notes by tender, in the open market or by private agreement.

BOOK-ENTRY ONLY ISSUANCE -- THE DEPOSITORY TRUST COMPANY

     The Depository Trust Company ("DTC") will act as the initial securities
depository for the Series R Senior Notes. The Series R Senior Notes will be
issued only as fully-registered securities registered in the name of Cede & Co.,
DTC's nominee or such other name as may be requested by an authorized
representative of DTC. One or more fully-registered global Series R Senior Notes
certificates will be issued, representing in the aggregate the total principal
amount of Series R Senior Notes, and will be deposited with the Senior Note
Indenture Trustee on behalf of DTC.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "1934 Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues and money market instruments from over 85
countries that DTC's participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and members of the National Securities Clearing Corporation,
Government Securities Clearing Corporation, MBS Clearing Corporation and
Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC and EMCC, also
subsidiaries of DTCC), as well as by The New York Stock Exchange, Inc. (the
"NYSE"), the American Stock Exchange LLC and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The DTC rules applicable to its Direct and Indirect Participants
are on file with the Securities and Exchange Commission (the "Commission"). More
information about DTC can be found at www.dtcc.com.

     Purchases of Series R Senior Notes within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series R Senior
Notes on DTC's records. The ownership interest of each actual purchaser of
Series R Senior Notes ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Series R Senior
Notes. Transfers of ownership interests in the Series R Senior Notes are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Series R Senior Notes,
except in the event that use of the book-entry system for the Series R Senior
Notes is discontinued.

     To facilitate subsequent transfers, all Series R Senior Notes deposited by
Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series R Senior Notes with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not effect
any changes in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Series R Senior Notes. DTC's records reflect only the
identity of the Direct Participants to whose accounts such Series R
                                       S-6

<PAGE>



Senior Notes are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of
their holdings on behalf of their customers.

     Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

     Redemption notices shall be sent to DTC. If less than all of the Series R
Senior Notes are being redeemed, DTC will reduce the amount of the interest of
each Direct Participant in the Series R Senior Notes in accordance with its
procedures.

     Although voting with respect to the Series R Senior Notes is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. (nor any other
DTC nominee) will itself consent or vote with respect to Series R Senior Notes.
Under its usual procedures, DTC would mail an Omnibus Proxy to the Company as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Series R Senior Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).

     Payments on the Series R Senior Notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from the Company or the Senior Note
Indenture Trustee on the relevant payment date in accordance with their
respective holdings shown on DTC's records. Payments by Direct or Indirect
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers registered in "street name," and will be the responsibility of such
Direct or Indirect Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the Company,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.

     Except as provided herein, a Beneficial Owner of a global Series R Senior
Note will not be entitled to receive physical delivery of Series R Senior Notes.
Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series R Senior Notes. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to
transfer beneficial interests in a global Series R Senior Note.

     DTC may discontinue providing its services as securities depository with
respect to the Series R Senior Notes at any time by giving reasonable notice to
the Company. Under such circumstances, in the event that a successor securities
depository is not obtained, Series R Senior Notes certificates will be printed
and delivered to the holders of record. Additionally, the Company may decide to
discontinue use of the system of book-entry transfers through DTC (or a
successor depository) with respect to the Series R Senior Notes. In that event,
certificates for the Series R Senior Notes will be printed and delivered to the
holders of record.

     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.

                                       S-7

<PAGE>



                                  UNDERWRITING

     Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the Underwriters named below (for whom
Banc of America Securities LLC, Morgan Stanley & Co. Incorporated and Wachovia
Capital Markets, LLC are acting as Representatives) and each of the Underwriters
has severally agreed to purchase from the Company the respective principal
amount of Series R Senior Notes set forth opposite its name below:

<Table>
<Caption>
                                                              PRINCIPAL AMOUNT OF
                                                                   SERIES R
UNDERWRITER                                                      SENIOR NOTES
-----------                                                   -------------------
<S>                                                           <C>
Banc of America Securities LLC..............................     $ 32,200,000
Morgan Stanley & Co. Incorporated...........................       32,200,000
Wachovia Capital Markets, LLC ..............................       32,200,000
Citigroup Global Markets Inc. ..............................       32,200,000
UBS Securities LLC..........................................       32,200,000
Lehman Brothers Inc. .......................................        4,000,000
A.G. Edwards & Sons, Inc. ..................................        1,500,000
BB&T Capital Markets, Inc. .................................        1,500,000
Bear, Stearns & Co. Inc. ...................................        1,500,000
Dain Rauscher Incorporated .................................        1,500,000
Deutsche Bank Securities Inc. ..............................        1,500,000
H & R Block Financial Advisors, Inc. .......................        1,500,000
HSBC Securities (USA) Inc. .................................        1,500,000
Legg Mason Wood Walker, Incorporated .......................        1,500,000
Oppenheimer & Co. Inc. .....................................        1,500,000
Quick and Reilly, Inc. .....................................        1,500,000
Samuel A. Ramirez & Company, Incorporated ..................        1,500,000
Charles Schwab & Co., Inc. .................................        1,500,000
SunTrust Capital Markets, Inc. .............................        1,500,000
TD Waterhouse Investor Services, Inc. ......................        1,500,000
U.S. Bancorp Piper Jaffray Inc. ............................        1,500,000
Wells Fargo Brokerage Services, LLC ........................        1,500,000
Advest, Inc. ...............................................          500,000
Robert W. Baird & Co. Incorporated .........................          500,000
Banc One Capital Markets, Inc. .............................          500,000
William Blair & Co. ........................................          500,000
Blaylock & Partners, L.P. ..................................          500,000
D.A. Davidson & Co. ........................................          500,000
Guzman & Company............................................          500,000
Iron Capital Markets, Inc. .................................          500,000
J.J.B. Hilliard, W.L. Lyons, Inc. ..........................          500,000
Janney Montgomery Scott LLC ................................          500,000
C.L. King & Associates, Inc. ...............................          500,000
The Malachi Group, Inc. ....................................          500,000
McDonald Investments Inc., A KeyCorp Company ...............          500,000
McGinn, Smith & Co. Inc. ...................................          500,000
Mesirow Financial, Inc. ....................................          500,000
Morgan Keegan & Company, Inc. ..............................          500,000
Pershing/a Division of Donaldson, Lufkin & Jenrette ........          500,000
Raymond James & Associates, Inc. ...........................          500,000
Ryan, Beck & Co. LLC .......................................          500,000
Southwest Securities, Inc. .................................          500,000
Stifel, Nicolaus & Company Incorporated ....................          500,000
The Williams Capital Group, L.P.............................          500,000
                                                                 ------------
              Total.........................................     $200,000,000
                                                                 ============
</Table>

     In the Underwriting Agreement, the obligations of the several Underwriters
to purchase the Series R Senior Notes offered hereby are subject to certain
conditions and the Underwriters have agreed, subject to the terms and conditions
set forth therein, to purchase all of the Series R Senior Notes offered hereby
if any of the Series R Senior Notes are purchased.

                                       S-8

<PAGE>



     The expenses associated with the offer and sale of the Series R Senior
Notes are expected to be $325,000.

     The Underwriters propose initially to offer the Series R Senior Notes to
the public at the initial public offering price set forth on the cover page of
this Prospectus Supplement, and to certain dealers at such price less a
concession not in excess of $.50 per Series R Senior Note. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of $.45 per Series
R Senior Note to certain other dealers. After the initial public offering, the
public offering price, selling concession and discount may be changed.

     Prior to this offering, there has been no public market for the Series R
Senior Notes. The Series R Senior Notes are expected to be approved for listing
on the NYSE, subject to official notice of issuance. Trading of the Series R
Senior Notes on the NYSE is expected to commence within a 30-day period after
the initial delivery of the Series R Senior Notes. The Representatives have
advised the Company that they intend to make a market in the Series R Senior
Notes prior to the commencement of trading on the NYSE. However, the
Representatives will have no obligation to make a market in the Series R Senior
Notes, however, and may cease market making activities, if commenced, at any
time.

     The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

     In connection with the offering, the Underwriters may purchase and sell the
Series R Senior Notes in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Series R Senior Notes and
syndicate short positions involve the sale by the Underwriters of a greater
number of Series R Senior Notes than they are required to purchase from the
Company in the offering. The Underwriters also may impose a penalty bid, whereby
selling concessions allowed to syndicate members or other broker dealers in
respect of the securities sold in the offering for their account may be
reclaimed by the syndicate if such Series R Senior Notes are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Series R Senior
Notes, which may be higher than the price that might otherwise prevail in the
open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected on the NYSE, in the over-the-counter
market or otherwise.

     It is expected that the delivery of the Series R Senior Notes will be made
on the date specified on the cover page of this Prospectus Supplement which will
be the 21st Business Day following the date of this Prospectus Supplement. Under
Rule 15c6-1 of the Commission under the 1934 Act, trades in the secondary market
generally are required to settle in three Business Days, unless the parties to
any such trade expressly agree otherwise. Accordingly, the purchasers who wish
to trade the Series R Senior Notes on the date of this Prospectus Supplement or
the next 17 succeeding Business Days will be required to specify an alternative
settlement cycle at the time of any such trade to prevent failed settlement and
should consult their own advisor.

     Certain of the Underwriters engage in transactions with, and, from time to
time, have performed services for, the Company and its affiliates in the
ordinary course of business for which they have received and will receive
customary compensation.

                                       S-9

<PAGE>



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                                  $200,000,000

                          (GEORGIA POWER COMPANY LOGO)

                            SERIES R 6% SENIOR NOTES

                              DUE OCTOBER 15, 2033

                      ------------------------------------

                             PROSPECTUS SUPPLEMENT
                               SEPTEMBER 23, 2003

                      ------------------------------------

                          Joint Book-Running Managers

                         BANC OF AMERICA SECURITIES LLC
                                 MORGAN STANLEY
                              WACHOVIA SECURITIES
                             ---------------------

                                   CITIGROUP
                              UBS INVESTMENT BANK
                             ---------------------

                                LEHMAN BROTHERS

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</DOCUMENT>
