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<SEC-DOCUMENT>0000041091-03-000004.txt : 20030219
<SEC-HEADER>0000041091-03-000004.hdr.sgml : 20030219
<ACCEPTANCE-DATETIME>20030219084029
ACCESSION NUMBER:		0000041091-03-000004
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030213
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030219

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06468
		FILM NUMBER:		03571727

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BOULEVARD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045066526
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     February 13, 2003
                                                 -------------------------------


                              GEORGIA POWER COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

    Georgia                          1-6468                       58-0257110
- --------------------------------------------------------------------------------
  (State or other jurisdiction   (Commission File  (IRS Employer Identification
    of incorporation)              Number)                    No.)


       241 Ralph McGill Boulevard, NE, Atlanta, Georgia                 30308
- -------------------------------------------------------------------------------
           (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code        (404) 506-6526
                                                  -----------------------------


                                       N/A
- -------------------------------------------------------------------------------
 (Former name or former address, if changed since last report.)



<PAGE>


Item 5.  Other Events.
         ------------

         On February 13, 2003, Georgia Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $250,000,000 aggregate principal amount of its Series L Floating Rate
Senior Notes due February 18, 2005 (the "Series L Senior Notes"). Said notes
were registered under the Securities Act of 1933, as amended, pursuant to the
shelf registration statement (Registration Nos. 333-102839, 333-102839-01 and
333-102839-02) of the Company. Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.

         (c) Exhibits.

          1     Underwriting Agreement, dated February 13, 2003, among the
                Company and Barclays Capital Inc.,  Jackson  Securities LLC,
                Scotia  Capital  (USA) Inc.  and SunTrust  Capital  Markets,
                Inc., as the Underwriters.

         4.2    Twelfth Supplemental Indenture to Senior Note Indenture dated
                as of February 19, 2003, providing for the issuance of the
                Series L Senior Notes.

         4.7    Form of Series L Senior Note (included in Exhibit 4.2 above).

         5.1    Opinion of Troutman Sanders LLP.

        12.1    Computation of ratio of earnings to fixed charges.




<PAGE>



                                    SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date:     February 19, 2003            GEORGIA POWER COMPANY



                                       B  /s/Wayne Boston
                                          Wayne Boston
                                          Assistant Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>ex1.txt
<TEXT>
                                                                     Exhibit 1

                $250,000,000 Series L Floating Rate Senior Notes
                              due February 18, 2005

                              GEORGIA POWER COMPANY

                             UNDERWRITING AGREEMENT

                                                            February 13, 2003


Barclays Capital Inc.
  As Representative of the Several Underwriters
200 Park Avenue
New York, New York  10166

Ladies and Gentlemen:

                  Georgia Power Company, a Georgia corporation (the "Company"),
confirms its agreement (the "Agreement") with you and each of the other
Underwriters named in Schedule I hereto (collectively, the "Underwriters", which
term shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof) for whom you are acting as representative (in such capacity,
you shall hereinafter be referred to as the "Representative"), with respect to
the sale by the Company and the purchase by the Underwriters, acting severally
and not jointly, of $250,000,000 aggregate principal amount of the Series L
Floating Rate Senior Notes due February 18, 2005 (the "Senior Notes") as set
forth in Schedule I hereto.

                  The Company understands that the Underwriters propose to make
a public offering of the Senior Notes as soon as the Representative deems
advisable after this Agreement has been executed and delivered. The Senior Notes
will be issued pursuant to an indenture, dated as of January 1, 1998 (the "Base
Indenture"), by and between the Company and JPMorgan Chase Bank (formerly known
as The Chase Manhattan Bank), as trustee (the "Trustee"), as heretofore
supplemented and amended and as to be further supplemented and amended by a
twelfth supplemental indenture, dated as of February 19, 2003, to the Base
Indenture relating to the Senior Notes (the "Supplemental Indenture", and
together with the Base Indenture and any other amendments or supplements
thereto, the "Indenture"), between the Company and the Trustee.

                  Pursuant to a Calculation Agent Agreement, dated as of
February 15, 2003 (the "Calculation Agent Agreement"), between the Company and
JPMorgan Chase Bank, as calculation agent thereunder (the "Calculation Agent"),
the Company has engaged the Calculation Agent to perform certain services with
respect to the floating interest rate on the Senior Notes.

                  SECTION 1. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to the Underwriters as follows:

          (a)  A  registration  statement  on Form S-3,  as  amended  (File Nos.
               333-102839,  333-102839-01, and 333-102839-02), in respect of the
               Senior Notes and certain other  securities  has been prepared and
               filed in accordance  with the provisions of the Securities Act of
               1933,  as  amended  (the "1933  Act"),  with the  Securities  and
               Exchange   Commission  (the   "Commission");   such  registration
               statement, as amended, and any post-effective  amendment thereto,
               each in the form  heretofore  delivered or to be delivered to the
               Underwriters,  has been declared  effective by the  Commission in
               such form (except that copies of the registration  statement,  as
               amended,  and  any  post-effective  amendment  delivered  to  the
               Underwriters  need not  include  exhibits  but shall  include all
               documents  incorporated by reference therein);  and no stop order
               suspending the effectiveness of such  registration  statement has
               been issued and no proceeding for that purpose has been initiated
               or,  to the best  knowledge  of the  Company,  threatened  by the
               Commission  (any  preliminary  prospectus,  as  supplemented by a
               preliminary prospectus supplement,  included in such registration
               statement or filed with the Commission pursuant to Rule 424(a) of
               the rules and  regulations of the Commission  under the 1933 Act,
               being  hereinafter  called  a  "Preliminary  Prospectus");   such
               registration  statement,  as it became  effective,  including the
               exhibits  thereto and all  documents  incorporated  by  reference
               therein  pursuant  to  Item  12 of  Form  S-3  at the  time  such
               registration statement became effective, being hereinafter called
               the  "Registration  Statement";  the  prospectus  relating to the
               Senior  Notes,  in the  form  in  which  it was  included  in the
               Registration  Statement  at the time it became  effective,  being
               hereinafter called the "Prospectus";  any reference herein to any
               Preliminary Prospectus or the Prospectus shall be deemed to refer
               to and include the documents  incorporated  by reference  therein
               pursuant  to Item 12 of Form S-3 under  the 1933  Act,  as of the
               date of such  Preliminary  Prospectus or Prospectus,  as the case
               may be; any  reference  to any  amendment  or  supplement  to any
               Preliminary Prospectus or the Prospectus shall be deemed to refer
               to and  include  any  documents  filed  after  the  date  of such
               Preliminary  Prospectus or Prospectus,  as the case may be, under
               the Securities Exchange Act of 1934, as amended (the "1934 Act"),
               and incorporated by reference in such  Preliminary  Prospectus or
               Prospectus, as the case may be; any reference to any amendment to
               the  Registration  Statement  shall  be  deemed  to  refer to and
               include  any  annual  report of the  Company  filed  pursuant  to
               Section 13(a) or 15(d) of the 1934 Act after the  effective  date
               of the  Registration  Statement that is incorporated by reference
               in the Registration  Statement;  and the Prospectus as amended or
               supplemented in final form by a prospectus supplement relating to
               the  Senior  Notes in the  form in  which  it is  filed  with the
               Commission,  pursuant  to  Rule  424(b)  under  the  1933  Act in
               accordance  with  Section 3(e) hereof,  including  any  documents
               incorporated by reference  therein as of the date of such filing,
               being hereinafter called the "Final Supplemented Prospectus".

          (b)  The  documents  incorporated  by  reference  in the  Registration
               Statement   or   Prospectus,   when  they  were  filed  with  the
               Commission, complied in all material respects with the applicable
               provisions of the 1934 Act and the rules and  regulations  of the
               Commission  thereunder,  and as of such time of filing, when read
               together with the Prospectus, none of such documents contained an
               untrue  statement  of a  material  fact  or  omitted  to  state a
               material fact required to be stated  therein or necessary to make
               the statements  therein,  in the light of the circumstances under
               which they were made, not misleading;  and any further  documents
               so filed and  incorporated  by reference in the Prospectus or any
               further amendment or supplement thereto,  when such documents are
               filed with the Commission,  will comply in all material  respects
               with the applicable  provisions of the 1934 Act and the rules and
               regulations of the Commission  thereunder and, when read together
               with  the   Prospectus   as  it  otherwise   may  be  amended  or
               supplemented,  will not contain an untrue statement of a material
               fact or omit to  state a  material  fact  required  to be  stated
               therein or necessary to make the statements therein, in the light
               of the circumstances  under which they were made, not misleading,
               except that the Company  makes no warranty or  representation  to
               the Underwriters with respect to: (A) any statements or omissions
               made  in  reliance  upon  and  in  conformity  with   information
               furnished in writing to the Company by the Underwriters expressly
               for  use  in  the  Final  Supplemented  Prospectus;  or  (B)  any
               information set forth in the Final Supplemented  Prospectus under
               the  caption   "Description   of  the  Series  L  Senior  Notes--
               Book-Entry Only Issuance-- The Depository Trust Company".

          (c)  The  Registration   Statement,   the  Prospectus  and  the  Final
               Supplemented  Prospectus  comply,  and any further  amendments or
               supplements to the Registration Statement or the Prospectus, when
               any such  post-effective  amendments  are  declared  effective or
               supplements  are filed with the  Commission,  as the case may be,
               will  comply,  in  all  material  respects  with  the  applicable
               provisions   of  the  1933  Act,  the  1934  Act,  the  1939  Act
               (hereinafter  defined) and the General Rules and  Regulations  of
               the Commission  thereunder and do not and will not, (i) as of the
               applicable  effective date as to the  Registration  Statement and
               any amendment  thereto and (ii) as of the applicable  filing date
               as to the Final  Supplemented  Prospectus  and any  Prospectus as
               further amended or supplemented, contain an untrue statement of a
               material fact or omit to state a material fact necessary in order
               to make the statements  therein not misleading in the case of the
               Registration  Statement  and any amendment  thereto,  and, in the
               light of the  circumstances  under  which  they  were  made,  not
               misleading in the case of the Final  Supplemented  Prospectus and
               any Prospectus as further  amended or  supplemented;  except that
               the Company makes no warranties or  representations  with respect
               to (A)  that  part  of the  Registration  Statement  which  shall
               constitute  the  Statements of  Eligibility  (Form T-1) under the
               Trust  Indenture  Act of 1939,  as amended (the "1939 Act"),  (B)
               statements or omissions made in the Registration Statement or the
               Final Supplemented  Prospectus in reliance upon and in conformity
               with  information  furnished  in  writing  to the  Company by the
               Underwriters expressly for use therein or (C) any information set
               forth in the Final  Supplemented  Prospectus  under  the  caption
               "Description  of the  Series L  Senior  Notes--  Book-Entry  Only
               Issuance-- The Depository Trust Company".

          (d)  With respect to the  Registration  Statement,  the conditions for
               use of  Form  S-3,  as set  forth  in  the  General  Instructions
               thereof, have been satisfied.

          (e)  Since the  respective  dates as of which  information is given in
               the Registration Statement and the Final Supplemented Prospectus,
               except as otherwise  stated  therein,  there has been no material
               adverse change in the business, properties or financial condition
               of the Company.

          (f)  The Company is a corporation  duly  organized and existing  under
               the laws of the State of Georgia and has due corporate  authority
               to carry on the public  utility  business  in which it is engaged
               and  to  own  and  operate  the  properties  used  by it in  such
               business,  to enter into and perform its  obligations  under this
               Agreement  and the  Indenture  and to issue  and sell the  Senior
               Notes to the Underwriters.

          (g)  This Agreement has been duly  authorized,  executed and delivered
               by the Company.

          (h)  The Indenture has been duly authorized by the Company and, on the
               Closing  Date,  will have been duly executed and delivered by the
               Company, and, assuming due authorization,  execution and delivery
               of the  Indenture  by the Trustee,  the  Indenture  will,  on the
               Closing  Date,  constitute a valid and binding  obligation of the
               Company,  enforceable  against the Company in accordance with its
               terms  except  to the  extent  that  enforcement  thereof  may be
               limited   by   (1)   bankruptcy,   insolvency,    reorganization,
               receivership,  liquidation,  fraudulent conveyance, moratorium or
               other similar laws affecting  creditors'  rights generally or (2)
               general principles of equity  (regardless of whether  enforcement
               is  considered  in  a  proceeding  at  law  or  in  equity)  (the
               "Enforceability  Exceptions");  the Indenture will conform in all
               material respects to all statements relating thereto contained in
               the Final Supplemented Prospectus;  and, on the Closing Date, the
               Indenture will have been duly qualified under the 1939 Act.

          (i)  The  issuance  and  delivery  of the Senior  Notes have been duly
               authorized  by the Company and, on the Closing  Date,  the Senior
               Notes  will have been duly  executed  by the  Company  and,  when
               authenticated  in the manner  provided for in the  Indenture  and
               delivered  against  payment  therefor as  described  in the Final
               Supplemented  Prospectus,   will  constitute  valid  and  legally
               binding  obligations  of the  Company,  enforceable  against  the
               Company in accordance with their terms, except to the extent that
               enforcement   thereof  may  be  limited  by  the   Enforceability
               Exceptions,  will be in the form contemplated by, and entitled to
               the benefits of, the  Indenture  and will conform in all material
               respects  to  all  statements   relating  thereto  in  the  Final
               Supplemented Prospectus.

          (j)  The  Calculation  Agent Agreement has been duly authorized by the
               Company and, on the Closing  Date,  will have been duly  executed
               and delivered by the Company,  and,  assuming due  authorization,
               execution and delivery of the Calculation  Agent Agreement by the
               Calculation  Agent, the Calculation  Agent Agreement will, on the
               Closing  Date,  constitute a valid and binding  obligation of the
               Company,  enforceable  against the Company in accordance with its
               terms  except  to the  extent  that  enforcement  thereof  may be
               limited by the Enforceability Exceptions.

          (k)  The  execution,  delivery and  performance by the Company of this
               Agreement, the Calculation Agent Agreement, the Indenture and the
               Senior  Notes  and  the   consummation  by  the  Company  of  the
               transactions  contemplated  herein and therein and  compliance by
               the Company with its obligations  hereunder and thereunder  shall
               have been duly  authorized by all necessary  corporate  action on
               the part of the  Company  and do not and will not  result  in any
               violation of the charter or bylaws of the Company, and do not and
               will not conflict with, or result in a breach of any of the terms
               or provisions of, or constitute a default under, or result in the
               creation or imposition of any lien,  charge or  encumbrance  upon
               any  property  or assets of the Company  under (A) any  contract,
               indenture,   mortgage,  loan  agreement,  note,  lease  or  other
               agreement  or  instrument  to which the  Company is a party or by
               which it may be bound or to which  any of its  properties  may be
               subject  (except for conflicts,  breaches or defaults which would
               not,  individually or in the aggregate,  be materially adverse to
               the   Company  or   materially   adverse   to  the   transactions
               contemplated by this Agreement),  or (B) any existing  applicable
               law,  rule,  regulation,   judgment,   order  or  decree  of  any
               government,  governmental  instrumentality or court,  domestic or
               foreign, or any regulatory body or administrative agency or other
               governmental body having jurisdiction over the Company, or any of
               its properties.

          (l)  No  authorization,  approval,  consent  or order of any  court or
               governmental  authority or agency is necessary in connection with
               the  issuance  and sale by the Company of the Senior Notes or the
               transactions  by the  Company  contemplated  in  this  Agreement,
               except  (A)  such as may be  required  under  the 1933 Act or the
               rules and  regulations  thereunder;  (B) such as may be  required
               under the Public Utility Holding Company Act of 1935, as amended;
               (C) the  qualification  of the Indenture  under the 1939 Act; (D)
               the  approval  of the  Georgia  Public  Service  Commission  (the
               "Georgia   Commission");   and  (E)  such  consents,   approvals,
               authorizations,   registrations  or   qualifications  as  may  be
               required under state securities or "blue sky" laws.

          (m)  The  financial  statements   incorporated  by  reference  in  the
               Registration  Statement  and the  Prospectus,  together  with the
               related  schedules  and notes,  present  fairly,  in all material
               respects, the financial position,  results of operations and cash
               flows of the  Company  as of and for the  dates  indicated;  said
               financial  statements  have  been  prepared  in  conformity  with
               accounting  principles  generally  accepted in the United  States
               ("GAAP") applied on a consistent basis (except that the unaudited
               financial   statements   may  be  subject   to  normal   year-end
               adjustments)  throughout  the periods  involved  and  necessarily
               include  amounts  that  are  based  on  the  best  estimates  and
               judgments  of  management.  The selected  financial  data and the
               summary financial  information included in the Prospectus present
               fairly the information  shown therein and have been compiled on a
               basis consistent with that of the audited and unaudited financial
               statements   incorporated   by  reference  in  the   Registration
               Statement.


                  SECTION 2. SALE AND DELIVERY TO THE UNDERWRITERS; CLOSING.
                             ----------------------------------------------

                  (a) On the basis of the representations and warranties herein
         contained and subject to the terms and conditions herein set forth, the
         Company agrees to sell to each Underwriter, and each Underwriter,
         severally and not jointly, agrees to purchase from the Company, the
         principal amount of Senior Notes set forth in Schedule I to this
         Agreement opposite the name of such Underwriter (plus any additional
         amount of the Senior Notes that such Underwriter may become obligated
         to purchase pursuant to the provisions of Section 10 hereof), at a
         price equal to 99.750% of the principal amount thereof.

                  (b) Payment for and delivery of certificates for the Senior
         Notes shall be made at the offices of Troutman Sanders LLP, Bank of
         America Plaza, 600 Peachtree Street, N.E., Atlanta, Georgia at 10:00
         A.M., Atlanta time, on February 19, 2003 (unless postponed in
         accordance with the provisions of Section 10) or such other time, place
         or date as shall be agreed upon by the Representative and the Company
         (such time and date of payment and delivery being herein called the
         "Closing Date"). Payment shall be made to the Company by wire transfer
         in federal funds at the Closing Date against delivery of the Senior
         Notes to the Representative. It is understood that each Underwriter has
         authorized the Representative, for its account, to accept delivery of,
         receipt for, and make payment of the principal amount of the Senior
         Notes which it has agreed to purchase. The Representative, individually
         and not as Representative of the Underwriters, may (but shall not be
         obligated to) make payment of the principal amount of the Senior Notes
         to be purchased by any Underwriter whose payment has not been received
         by the Closing Date, but such payment shall not relieve such
         Underwriter from its obligations hereunder.

                  The delivery of the Senior Notes shall be made in fully
registered form, registered in the name of CEDE & CO., to the offices of The
Depository Trust Company in New York, New York or its designee, and the
Underwriters shall accept such delivery.

                  The certificate(s) for the Senior Notes will be made available
for examination by the Representative not later than 12:00 Noon, New York time,
on the last business day prior to the Closing Date.

                  SECTION 3. COVENANTS OF THE COMPANY. The Company covenants
with the Underwriters as follows:

     (a) The  Company,  on or prior to the  Closing  Date,  will  deliver to the
Underwriters  conformed copies of the Registration Statement as originally filed
and of all  amendments  thereto,  heretofore  or hereafter  made,  including any
post-effective  amendment (in each case including all exhibits filed  therewith,
and including  unsigned copies of each consent and certificate  included therein
or filed as an exhibit  thereto,  except  exhibits  incorporated  by  reference,
unless  specifically  requested).  As soon as the Company is advised thereof, it
will advise the  Representative  orally of the  issuance of any stop order under
the 1933 Act with respect to the Registration  Statement,  or the institution of
any proceedings  therefor,  of which the Company shall have received notice, and
will use its best  efforts to prevent the issuance of any such stop order and to
secure the prompt removal  thereof,  if issued.  The Company will deliver to the
Representative  sufficient conformed copies of the Registration  Statement,  the
Prospectus  and the Final  Supplemented  Prospectus and of all  supplements  and
amendments  thereto (in each case  without  exhibits)  for  distribution  to the
Underwriters  and, from time to time, as many copies of the  Prospectus  and the
Final Supplemented Prospectus as the Underwriters may reasonably request for the
purposes contemplated by the 1933 Act or the 1934 Act.

     (b) The Company will furnish the Underwriters with copies of each amendment
and supplement to the Final Supplemented  Prospectus relating to the offering of
the Senior Notes in such  quantities as the  Underwriters  may from time to time
reasonably  request.  If, during the period (not exceeding nine months) when the
delivery of a prospectus shall be required by law in connection with the sale of
any Senior  Notes by an  Underwriter,  any event  relating to or  affecting  the
Company,   or  of  which  the  Company  shall  be  advised  in  writing  by  the
Underwriters,   shall  occur,  which  in  the  opinion  of  the  Company  or  of
Underwriters'  counsel should be set forth in a supplement to or an amendment of
the  Final  Supplemented  Prospectus,  as the case may be,  in order to make the
Final  Supplemented  Prospectus not misleading in the light of the circumstances
when it is  delivered,  or if for any other reason it shall be necessary  during
such period to amend or supplement the Final Supplemented  Prospectus or to file
under the 1934 Act any document  incorporated  by  reference in the  Preliminary
Prospectus  or  Prospectus in order to comply with the 1933 Act or the 1934 Act,
the Company  forthwith will (i) notify the Underwriters to suspend  solicitation
of purchases  of the Senior Notes and (ii) at its expense,  make any such filing
or prepare and furnish to the  Underwriters  a reasonable  number of copies of a
supplement  or   supplements   or  an  amendment  or  amendments  to  the  Final
Supplemented  Prospectus  which will supplement or amend the Final  Supplemented
Prospectus so that, as supplemented  or amended,  it will not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements therein, in the light of the circumstances when the
Final Supplemented Prospectus is delivered,  not misleading or which will effect
any other necessary compliance. In case any Underwriter is required to deliver a
prospectus in connection  with the sale of any Senior Notes after the expiration
of the period specified in the preceding sentence, the Company, upon the request
of such Underwriter,  will furnish to such  Underwriter,  at the expense of such
Underwriter,  a reasonable quantity of a supplemented or amended prospectus,  or
supplements or amendments to the Final Supplemented  Prospectus,  complying with
Section  10(a) of the 1933  Act.  During  the  period  specified  in the  second
sentence of this subsection,  the Company will continue to prepare and file with
the Commission on a timely basis all documents or amendments  required under the
1934 Act and the rules and regulations  thereunder;  provided,  that the Company
shall not file such  documents  or  amendments  without also  furnishing  copies
thereof prior to such filing to the Representative and Dewey Ballantine LLP.

     (c) The Company will endeavor,  in cooperation  with the  Underwriters,  to
qualify the Senior Notes for offering and sale under the  applicable  securities
laws of such  states and the other  jurisdictions  of the  United  States as the
Representative may designate;  provided,  however, that the Company shall not be
obligated to qualify as a foreign corporation in any jurisdiction in which it is
not so  qualified  or to file a consent to service of process or to file  annual
reports  or to  comply  with any  other  requirements  in  connection  with such
qualification deemed by the Company to be unduly burdensome.

     (d) The Company will make  generally  available to its security  holders as
soon as  practicable  but not later  than 45 days  after the close of the period
covered  thereby,  an earnings  statement of the Company (in form complying with
the  provisions  of Rule 158 of the  rules and  regulations  under the 1933 Act)
covering a  twelve-month  period  beginning  not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined in Rule
158) of the Registration Statement.

     (e) As soon as  practicable  after the date of this  Agreement,  and in any
event  within the time  prescribed  by Rule 424 under the 1933 Act,  to file the
Final   Supplemented   Prospectus   with  the   Commission  and  to  advise  the
Representative of such filing and to confirm such advice in writing.

     (f) During a period of 15 days from the date of this Agreement, the Company
will not,  without  the  Representative's  prior  written  consent,  directly or
indirectly,  sell, offer to sell, grant any option for the sale of, or otherwise
dispose of, any Senior Notes or any security  convertible  into or  exchangeable
into or exercisable  for the Senior Notes or any debt  securities  substantially
similar to the Senior Notes (except for the Senior Notes issued pursuant to this
Agreement).  The  Representative  agrees  that  commercial  paper or other  debt
securities  with  scheduled  maturities of less than one year are not subject to
this Section 3(f).

                  SECTION 4. PAYMENT OF EXPENSES. The Company will pay all
expenses incidental to the performance of its obligations under this Agreement,
including but not limited to, the expenses of (i) the printing and filing of the
Registration Statement as originally filed and of each amendment thereto, (ii)
the preparation, issuance and delivery of the certificate(s) for the Senior
Notes, (iii) the fees and disbursements of the Company's counsel and
accountants, (iv) the qualification of the Senior Notes under securities laws in
accordance with the provisions of Section 3(c) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of any blue sky
survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the
printing and delivery to the Underwriters of copies of the Registration
Statement as originally filed and of each amendment thereto and of the
Prospectus, the Final Supplemented Prospectus, and any amendments or supplements
thereto, (vi) the printing and delivery to the Underwriters of copies of any
blue sky survey, (vii) the fee of the National Association of Securities
Dealers, Inc. in connection with its review of the offering contemplated by this
Agreement, if applicable, (viii) the fees and expenses of the Trustee and the
Calculation Agent, including the fees and disbursements of counsel for the
Trustee and the Calculation Agent in connection with the Calculation Agent
Agreement, the Indenture and the Senior Notes, (ix) any fees payable in
connection with the rating of the Senior Notes, (x) the cost and charges of any
transfer agent or registrar and (xi) the cost of qualifying the Senior Notes
with The Depository Trust Company.

                  Except as otherwise provided in Section 9 hereof, the
Underwriters shall pay all other expenses incurred by them in connection with
their offering of the Senior Notes, including fees and disbursements of their
counsel, Dewey Ballantine LLP.

                  SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The
obligations of the Underwriters to purchase and pay for the Senior Notes are
subject to the following conditions:

     (a)  No  stop  order  suspending  the  effectiveness  of  the  Registration
Statement  shall be in effect on the Closing  Date and no  proceedings  for that
purpose shall be pending before,  or to the knowledge of the Company  threatened
by, the Commission on such date. If filing of the Final Supplemented Prospectus,
or any  supplement  thereto,  is  required  pursuant  to  Rule  424,  the  Final
Supplemented Prospectus,  and any such supplement,  shall have been filed in the
manner and within the time period required by Rule 424.

     (b) Any  required  orders  of the  Georgia  Commission  and the  Commission
permitting the transactions contemplated hereby substantially in accordance with
the terms and  conditions  hereof  shall be in full  force and  effect and shall
contain no provision  unacceptable  to the  Underwriters or the Company (but all
provisions  of such  order or orders  heretofore  entered,  copies of which have
heretofore been delivered to the  Representative,  are deemed  acceptable to the
Underwriters  and  the  Company  and all  provisions  of such  order  or  orders
hereafter entered shall be deemed acceptable to the Underwriters and the Company
unless  within 24 hours  after  receiving  a copy of any such order any party to
this  Agreement  shall give notice to the other  parties to the effect that such
order contains an unacceptable provision).

     (c) On the Closing Date the Representative shall have received:

          (1) The  opinion,  dated the Closing  Date,  of Troutman  Sanders LLP,
     counsel  for the  Company,  substantially  in the form  attached  hereto as
     Schedule II.

          (2) The opinion,  dated the Closing Date, of Cravath,  Swaine & Moore,
     counsel to the Trustee and the Calculation Agent, substantially in the form
     attached hereto as Schedule III.

          (3) The opinion,  dated the Closing  Date,  of Dewey  Ballantine  LLP,
     counsel for the Underwriters,  substantially in the form attached hereto as
     Schedule IV.

          (4) At the Closing  Date,  there  shall not have been,  since the date
     hereof or since the  respective  dates as of which  information is given in
     the  Registration  Statement  and the Final  Supplemented  Prospectus,  any
     material adverse change in the business,  properties or financial condition
     of the Company,  whether or not arising in the ordinary course of business,
     and the  Representative  shall have received a certificate of the President
     or any Vice President of the Company,  and dated as of the Closing Date, to
     the effect that (i) there has been no such material  adverse  change,  (ii)
     the representations and warranties in Section 1 hereof are true and correct
     with the same  force and effect as though  expressly  made at and as of the
     Closing  Date,  (iii) the  Company has  complied  with all  agreements  and
     satisfied  all  conditions  on its part to be  performed or satisfied on or
     prior  to  the  Closing  Date,  and  (iv)  no  stop  order  suspending  the
     effectiveness  of  the  Registration  Statement  has  been  issued  and  no
     proceedings  for that purpose have been  initiated  or, to the knowledge of
     the Company, threatened by the Commission.

          (5) On the Closing Date, the  Representative  shall have received from
     Deloitte & Touche LLP a letter  dated the Closing  Date to the effect that:
     (A) they are  independent  public  accountants  with respect to the Company
     within the meaning of the 1933 Act and the rules and regulations  under the
     1933 Act;  and (B) on the basis of  certain  limited  procedures  performed
     through a specified date not more than five business days prior to the date
     of such letter,  namely (i) reading the minute  books of the Company;  (ii)
     performing the procedures  specified by the American Institute of Certified
     Public  Accountants  for a  review  of  interim  financial  information  as
     described in Statement on Auditing  Standards  No. 71,  "Interim  Financial
     Information", on the unaudited financial statements, if any, of the Company
     incorporated  in  the  Prospectus  and of the  latest  available  unaudited
     financial  statements  of the Company,  if any,  for any  calendar  quarter
     subsequent to the date of those  incorporated in the Prospectus;  and (iii)
     making   inquiries   of  certain   officials   of  the   Company  who  have
     responsibility   for  financial  and  accounting   matters  regarding  such
     unaudited  financial  statements or any specified unaudited amounts derived
     therefrom  (it  being  understood  that  the  foregoing  procedures  do not
     constitute  an  audit  performed  in  accordance  with  generally  accepted
     auditing  standards  and they  would  not  necessarily  reveal  matters  of
     significance  with  respect  to the  comments  made  in  such  letter,  and
     accordingly  that Deloitte & Touche LLP make no  representations  as to the
     sufficiency of such  procedures for the  Underwriters'  purposes),  nothing
     came to their  attention that caused them to believe that: (1) any material
     modifications   should  be  made  to  the  unaudited   condensed  financial
     statements,  if any,  incorporated  in the  Prospectus,  for  them to be in
     conformity  with  generally  accepted  accounting   principles;   (2)  such
     unaudited  condensed  financial  statements do not comply as to form in all
     material respects with the applicable  accounting  requirements of the 1934
     Act as it  applies  to  Form  10-Q  and the  related  published  rules  and
     regulations  thereunder;  (3) the unaudited amounts for Operating Revenues,
     Earnings Before Interest and Income Taxes and Net Income After Dividends on
     Preferred  Stock and the unaudited  Ratios of Earnings to Fixed Charges and
     Earnings to Fixed Charges Plus Preferred Dividend  Requirements (Pre Income
     Tax Basis) set forth in the  Prospectus  do not agree with the  amounts set
     forth in or derived from the unaudited  financial  statements  for the same
     period included or incorporated by reference in the Registration Statement;
     (4) as of a specified  date not more than five  business  days prior to the
     date of delivery of such  letter,  there has been any change in the capital
     stock or  long-term  debt of the  Company or any  decrease in net assets as
     compared  with  amounts  shown  in  the  latest  unaudited   balance  sheet
     incorporated  in the  Prospectus,  except  in  each  case  for  changes  or
     decreases  which (i) the  Prospectus  discloses have occurred or may occur,
     (ii) are occasioned by the  declaration of dividends,  (iii) are occasioned
     by  draw-downs  and  regularly  scheduled  payments  of  capitalized  lease
     obligations,  (iv) are occasioned by the purchase or redemption of bonds or
     stock to satisfy  mandatory  or  optional  redemption  provisions  relating
     thereto, or (v) are disclosed in such letter; and (5) the unaudited amounts
     for Operating  Revenues,  Earnings Before Interest and Income Taxes and Net
     Income  After  Dividends  on Preferred  Stock and the  unaudited  Ratios of
     Earnings to Fixed  Charges and  Earnings to Fixed  Charges  Plus  Preferred
     Dividend  Requirements  (Pre  Income Tax Basis)  for any  calendar  quarter
     subsequent to those set forth in (3) above,  which, if available,  shall be
     set forth in such  letter,  do not agree with the  amounts  set forth in or
     derived  from  the  unaudited  financial  statements  for the  same  period
     included or incorporated by reference in the Prospectus. (6) On the Closing
     Date,  counsel for the  Underwriters  shall have been  furnished  with such
     documents  and  opinions  as it may  reasonably  require for the purpose of
     enabling  it to pass  upon the  issuance  and sale of the  Senior  Notes as
     herein  contemplated and related  proceedings,  or in order to evidence the
     accuracy of any of the representations or warranties, or the fulfillment of
     any of the conditions,  herein contained;  and all proceedings taken by the
     Company in  connection  with the  issuance  and sale of the Senior Notes as
     herein  contemplated  shall be  satisfactory  in form and  substance to the
     Representative and Dewey Ballantine LLP, counsel for the Underwriters.

          (7) That no amendment or supplement to the  Registration  Statement or
     the Final  Supplemented  Prospectus  filed  subsequent  to the date of this
     Agreement  (including any filing made by the Company pursuant to Section 13
     or 14 of the 1934 Act) shall be  unsatisfactory in form to Dewey Ballantine
     LLP or shall contain  information  (other than with respect to an amendment
     or supplement  relating solely to the activity of the Underwriters)  which,
     in the reasonable judgment of the  Representative,  shall materially impair
     the marketability of the Senior Notes.

          (8) The  Company  shall have  performed  its  obligations  when and as
     provided under this Agreement.

                  If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Representative by notice to the Company at any time prior to the Closing
Date, and such termination shall be without liability of any party to any other
party except as provided in Sections 4, 7 and 9(b) hereof.

                  SECTION 6. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.
                             --------------------------------------------

                  The obligations of the Company shall be subject to the
conditions set forth in the first sentence of Section 5(a) and in Section 5(b).
In case such conditions shall not have been fulfilled, this Agreement may be
terminated by the Company by mailing or delivering written notice thereof to the
Representative. Any such termination shall be without liability of any party to
any other party except as otherwise provided in Sections 4, 7 and 9(b) hereof.

                  SECTION 7.    INDEMNIFICATION.
                                ---------------

                  (a) The Company agrees to indemnify and hold harmless each of
the Underwriters and each person, if any, who controls any such Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934
Act, against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the 1933 Act,
1934 Act or otherwise, and to reimburse any such Underwriter and such
controlling person or persons, if any, for any legal or other expenses incurred
by them in connection with defending any actions, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus or the Final
Supplemented Prospectus or, if the Company shall furnish to the Underwriters any
amendments or any supplements thereto, or shall make any filings pursuant to
Section 13 or 14 of the 1934 Act which are incorporated therein by reference, in
any Preliminary Prospectus, the Registration Statement, the Prospectus or the
Final Supplemented Prospectus as so amended or supplemented, or arise out of or
are based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any such untrue statement or alleged
untrue statement or omission or alleged omission which was made in such
Registration Statement, Preliminary Prospectus, Prospectus or Final Supplemented
Prospectus in reliance upon and in conformity with information furnished in
writing to the Company by, or through the Representative on behalf of, any
Underwriter for use therein and except that this indemnity with respect to the
Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus, if
the Company shall have furnished any amendment or supplement thereto, shall not
inure to the benefit of any Underwriter (or of any person controlling such
Underwriter) on account of any losses, claims, damages, liabilities or actions
arising from the sale of the Senior Notes to any person if a copy of the
Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus
(exclusive of documents incorporated therein by reference pursuant to Item 12 of
Form S-3), as the same may then be amended or supplemented, shall not have been
sent or given by or on behalf of such Underwriter to such person with or prior
to the written confirmation of the sale involved and the untrue statement or
alleged untrue statement or omission or alleged omission was corrected in the
Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus as
supplemented or amended at the time of such confirmation. Each Underwriter
agrees, within ten days after the receipt by it of notice of the commencement of
any action in respect of which indemnity may be sought by it, or by any person
controlling it, from the Company on account of its agreement contained in this
Section 7, to notify the Company in writing of the commencement thereof but the
omission of such Underwriter so to notify the Company of any such action shall
not release the Company from any liability which it may have to such Underwriter
or to such controlling person otherwise than on account of the indemnity
agreement contained in this Section 7. In case any such action shall be brought
against an Underwriter or any such person controlling such Underwriter and such
Underwriter shall notify the Company of the commencement thereof as above
provided, the Company shall be entitled to participate in (and, to the extent
that it shall wish, including the selection of counsel, to direct) the defense
thereof, at its own expense. In case the Company elects to direct such defense
and select such counsel, any Underwriter or controlling person shall have the
right to employ its own counsel, but, in any such case, the fees and expenses of
such counsel shall be at the expense of such Underwriter or such controlling
person unless the employment of such counsel has been authorized in writing by
the Company in connection with defending such action. No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (ii) does not
include any statement as to, or an admission of, fault, culpability or a failure
to act, by or on behalf of any indemnified party. In no event shall any
indemnifying party have any liability or responsibility in respect of the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim effected without its prior
written consent.

                  (b) Each Underwriter agrees severally and not jointly, to
indemnify and hold harmless the Company, its directors and such of its officers
who have signed the Registration Statement and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of
the 1934 Act to the same extent and upon the same terms as the indemnity
agreement of the Company set forth in Section 7(a) hereof, but only with respect
to alleged untrue statements or omissions made in the Registration Statement,
the Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus,
or such documents as amended or supplemented, in reliance upon and in conformity
with information furnished in writing to the Company by, or through the
Representative on behalf of, such Underwriter for use therein.

 SECTION 8.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
            --------------------------------------------------------------

                  All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by, or on behalf of the Company and shall survive
delivery of the Senior Notes to the Underwriters.

                  SECTION 9.     TERMINATION OF AGREEMENT.
                                 ------------------------

                  (a) The Representative may terminate this Agreement, by notice
to the Company, at any time at or prior to the Closing Date if (i) trading in
securities on the New York Stock Exchange shall have been generally suspended or
there shall have been a material disruption in settlement in securities
generally, (ii) minimum or maximum ranges for prices shall have been generally
established on the New York Stock Exchange by the Commission or by the New York
Stock Exchange, (iii) a general banking moratorium shall have been declared by
federal or New York State authorities, or (iv) there shall have occurred any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by the United States Congress or any other
substantial national or international calamity, crisis or emergency (including,
without limitation, acts of terrorism) affecting the United States, in any such
case provided for in clauses (i) through (iv) with the result that, in the
reasonable judgment of the Representative, the marketability of the Senior Notes
shall have been materially impaired.

                  (b) If this Agreement shall be terminated by the
Representative pursuant to subsection (a) above or because of any failure or
refusal on the part of the Company to comply with the terms or to fulfill any of
the conditions of this Agreement, or if for any reason the Company shall be
unable to perform its obligations under this Agreement, then in any such case,
the Company will reimburse the Underwriters for the reasonable fees and
disbursements of Dewey Ballantine LLP and for the out of pocket expenses (in an
amount not exceeding $10,000) reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Senior Notes and, upon
such reimbursement, the Company shall be absolved from any further liability
hereunder, except as provided in Sections 4 and 7.

                  SECTION 10.   DEFAULT BY AN UNDERWRITER.
                                -------------------------

                  If an Underwriter shall fail on the Closing Date to purchase
the Senior Notes that it is obligated to purchase under this Agreement (the
"Defaulted Securities"), the Representative shall have the right, within 24
hours thereafter, to make arrangements for the non-defaulting Underwriters, or
any other underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth. If, however, the Representative shall not have completed such
arrangements within such 24-hour period, then:

                  (a) if the principal amount of Defaulted Securities does not
exceed 10% of the Senior Notes, the non-defaulting Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting Underwriters, or

                  (b) if the principal amount of Defaulted Securities exceeds
10% of the Senior Notes, this Agreement shall terminate without liability on the
part of any non-defaulting Underwriter.

                  No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.
                  In the event of any such default which does not result in a
termination of this Agreement, either the Representative or the Company shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Final Supplemented Prospectus or in any other documents or arrangements.

                  SECTION 11. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representative at Barclays Capital Inc.,
200 Park Avenue, New York, New York 10166, Attention: Transactions Advisory;
notices to the Company shall be mailed to 241 Ralph McGill Boulevard, N.E.,
Atlanta, Georgia 30308-3374, Attention: Corporate Secretary, with a copy to
Southern Company Services, Inc., 270 Peachtree Street, N.W., Atlanta, Georgia
30303, Attention: Earl C. Long.

                  SECTION 12. PARTIES. This Agreement shall inure to the benefit
of and be binding upon the Underwriters, the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Company and their respective successors and the controlling
persons and officers and directors referred to in Section 7 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Company and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Senior Notes from the Underwriters shall be deemed
to be a successor by reason merely of such purchase.

                  SECTION 13. GOVERNING LAW AND TIME. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in said State. Except as
otherwise set forth herein, specified times of day refer to New York City time.

                  SECTION 14. COUNTERPARTS. This Agreement may be executed by
any one or more of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.



<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Underwriters and the Company in accordance with its terms.

                                        Very truly yours,

                                        GEORGIA POWER COMPANY



                                       By:  ______________________________
                                     Title:


CONFIRMED AND ACCEPTED,
as of the date first above written

BARCLAYS CAPITAL INC.

As Representative of the Underwriters
named in Schedule I hereto



By:  ___________________________
Title:



<PAGE>


                                   SCHEDULE I




NAME OF UNDERWRITER                         Principal Amount of Series L
Senior Notes

Barclays Capital Inc.                                          $175,000,000
Jackson Securities, LLC                                         $25,000,000
Scotia Capital (USA) Inc.                                       $25,000,000
Sun Trust Capital Markets, Inc.                                 $25,000,000
                                                                 -----------


TOTAL
                                                               $250,000,000
                                                                ===========


<PAGE>


                                                            Schedule II

                      [Letterhead of TROUTMAN SANDERS LLP]

                                                       February __, 2003





Barclays Capital Inc.
  As Representative of the Several Underwriters
200 Park Avenue
New York, New York  10166





                              GEORGIA POWER COMPANY
            Series L Floating Rate Senior Notes due February 18, 2005

Ladies and Gentlemen:

                  We have acted as counsel to Georgia Power Company (the
"Company") in connection with (i) the Company's issuance and sale of
$__00,000,000 aggregate principal amount of its Series L Floating Rate Senior
Notes due February __, 200_ (the "Notes") pursuant to a Senior Note Indenture
dated as of January 1, 1998, by and between the Company and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as trustee (the "Trustee"), as
heretofore supplemented and as supplemented by the Twelfth Supplemental
Indenture dated as of _____ __, 200_ (collectively, the "Indenture"); and (ii)
the purchase by you of the Notes pursuant to the terms of an Underwriting
Agreement dated February __, 2003 (the "Underwriting Agreement"), among the
Company and the underwriters named in Schedule I thereto (the "Underwriters")
for whom you are acting as Representative (the "Underwriting Agreement").
Pursuant to a Calculation Agent Agreement, dated as of February __, 2003 (the
"Calculation Agent Agreement"), between the Company and JPMorgan Chase Bank , as
calculation agent thereunder (the "Calculation Agent"), the Company has engaged
the Calculation Agent to perform certain services with respect to the floating
interest rate on the Notes. This opinion is being delivered to you as
Representative pursuant to Section 5(c)(1) of the Underwriting Agreement.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.

                  In rendering the opinions expressed below, we have examined
the registration statement on Form S-3 (File Nos. 333-102839, 333-102839-01, and
333-102839-02) pertaining to the Notes and certain other securities (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), and the prospectus of the Company dated _______________ as
supplemented by the prospectus supplement dated __________, 200_ (the "Final
Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference
the Annual Report on Form 10-K of the Company for the fiscal year ended December
31, 2001 (the "Form 10 K"), the Quarterly Report on Form 10 Q of the Company for
the quarter ended _________, _________, and ______________ and the Current
Reports on Form 8-K of the Company dated _________________, _________________
and _____________ (the "Exchange Act Documents"), each as filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the
certificate representing the Notes, of which we have examined a specimen), and
we have made such other and further investigations as we deemed necessary to
express the opinions hereinafter set forth. In such examination, we have assumed
the genuineness of all signatures, other than those of the Company, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents.

                  The Indenture, the Calculation Agent Agreement, and the
Underwriting Agreement are herein referred to collectively as the "Agreements".

                  Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion, relying as to matters of New
York law upon the opinion dated the date hereof rendered to you by Dewey
Ballantine LLP, that:

         1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Georgia, and has due
corporate authority to carry on the public utility business in which it is
engaged, to own and operate the properties used by it in such business and to
enter into and perform its obligations under the Agreements and the Notes.

         2. The execution, delivery and performance by the Company of the
Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Company.

         3. All orders, consents or other authorizations or approvals of the
Georgia Public Service Commission and the Commission legally required for the
issuance and sale of the Notes have been obtained; such orders are sufficient
for the issuance and sale of the Notes; the issuance and sale of the Notes
conform in all material respects with the terms of such orders; and no other
order, consent or other authorization or approval of any Georgia or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.

         4. Each of the Calculation Agent Agreement and the Indenture has been
duly authorized, executed and delivered by the Company and, assuming the due
authorization, execution and delivery thereof by the Calculation Agent and the
Trustee, respectively, constitutes a valid and legally binding instrument of the
Company, enforceable against the Company in accordance with its terms, subject
to the qualifications that the enforceability of the Company's obligations
thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally and
by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Indenture conforms as
to legal matters in all material respects to the description thereof in the
Final Supplemented Prospectus.

         5. The Notes have been duly authorized and executed by the Company and,
when authenticated by the Trustee in the manner provided in the Indenture and
delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to the
qualifications that the enforceability of the Company's obligations under the
Notes may be limited by bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Notes conform as to
legal matters in all material respects to the description thereof in the Final
Supplemented Prospectus.

         6. The Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Final Supplemented Prospectus or the Exchange Act Documents and take no
responsibility therefor, except as and to the extent set forth in paragraphs 4
and 5 above. In the course of the preparation by the Company of the Registration
Statement, the Final Supplemented Prospectus and the Exchange Act Documents, we
participated in conferences with certain officers and employees of the Company,
with representatives of Deloitte & Touche LLP and with your counsel. Based upon
our examination of the Registration Statement, the Final Supplemented Prospectus
and the Exchange Act Documents, our investigations made in connection with the
preparation of the Registration Statement, the Final Supplemented Prospectus and
the Exchange Act Documents and our participation in the conferences referred to
above, (i) we are of the opinion that the Registration Statement, as of its
effective date, and the Final Supplemented Prospectus, as of _______________,
complied as to form in all material respects with the relevant requirements of
the Act and the applicable rules and regulations of the Commission thereunder
and that the Exchange Act Documents, as of their respective dates of filing with
the Commission, complied as to form in all material respects with the relevant
requirements of the Exchange Act and the applicable rules and regulations of the
Commission thereunder, except that in each case we express no opinion as to the
financial statements or other financial or statistical data contained or
incorporated by reference in the Registration Statement, the Final Supplemented
Prospectus or the Exchange Act Documents, and (ii) nothing came to our attention
which gives us reason to believe that the Registration Statement, as of its
effective date (including the Exchange Act Documents on file with the Commission
as of such date), contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading, or that the Final Supplemented
Prospectus (including the Exchange Act Documents) contained, as of its date, or
contains, on the date hereof, any untrue statement of a material fact or
omitted, as of its date, or omits, on the date hereof, to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that in each
case we express no opinion or belief with respect to the financial statements or
other financial or statistical data contained or incorporated by reference in
the Registration Statement, the Final Supplemented Prospectus or the Exchange
Act Documents and with respect to information set forth in the Final
Supplemented Prospectus under the captions "Description of the Series L Senior
Notes -- Book-Entry Only Issuance -- The Depository Trust Company".

                  We are members of the State Bar of Georgia and we do not
express any opinion herein concerning any law other than the law of the State of
Georgia and the federal law of the United States and, to the extent set forth
herein, the laws of the State of New York.

                  This opinion is rendered to you in connection with the
above-described transaction. This opinion may not be relied upon by you for any
other purpose or relied upon by or furnished to any other person without our
prior written consent, except that Dewey Ballantine LLP may rely on this opinion
in giving its opinion pursuant to Section 5(c) of the Underwriting Agreement
insofar as such opinion relates to matters of Georgia law.

                                                     Yours very truly,

                                                     TROUTMAN SANDERS LLP



<PAGE>


                                                                Schedule III

                     [Letterhead of Cravath, Swaine & Moore]

                                                             February __, 2003





Barclays Capital Inc.
  As Representative of the Several Underwriters
200 Park Avenue
New York, New York  10166





Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia  30308-3374


                              Georgia Power Company
                       Series L Floating Rate Senior Notes
                              Due February 18, 2005

Ladies and Gentlemen:

                  We have acted as counsel to (i) JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank) (the "Bank") in connection with (a) the
Senior Note Indenture, dated as of January 1, 1998 as heretofore supplemented
(the "Original Indenture"), between Georgia Power Company (the "Company") and
the Bank, as Trustee, and (b) the Twelfth Supplemental Indenture dated as of
_________ __, 2003 (together with the Original Indenture, herein called the
"Indenture"), between the Company and the Bank, as Trustee and (ii) the Bank in
connection with the Calculation Agent Agreement, dated as of February __, 2003,
between the Company and the Bank, as Calculation Agent (the "Calculation Agent
Agreement").

                  In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
records and other instruments as we have deemed necessary or appropriate for the
purpose of this opinion, including copies of the Indenture and the Calculation
Agent Agreement and certain resolutions adopted by the Board of Directors of the
Bank.
                  Based upon the foregoing, we are of the opinion that:

                           (i) the Bank has been duly incorporated and is
validly existing as a banking
corporation in good standing under the laws of the State of New York;

                           (ii) the Bank has the corporate trust power and
authority to execute, deliver and
perform its duties under the Indenture and the Calculation Agent Agreement, has
duly executed and delivered the Indenture and the Calculation Agent Agreement,
and, insofar as the laws governing the trust powers of the Bank are concerned
and assuming due authorization, execution and delivery thereof by the Company,
each of the Indenture and the Calculation Agent Agreement constitutes a legal,
valid and binding agreement of the Bank, enforceable against the Bank in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity (including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing), regardless of whether considered
in a proceeding in equity or at law;

                           (iii) the execution, delivery and performance by the
Bank of the Indenture and the Calculation Agent Agreement do not conflict with
or constitute a breach of the charter or bylaws of the Bank; and

                           (iv) no approval, authorization or other action by,
or filing with, any
governmental authority of the United States of America or the State of New York
having jurisdiction over the trust powers of the Bank is required in connection
with the execution and delivery by the Bank of the Indenture and the Calculation
Agent Agreement or the performance by the Bank of its duties thereunder, except
such as have been obtained, taken or made.

                  We are admitted to practice only in the State of New York, and
we express no opinion as to matters governed by any laws other than the laws of
the State of New York and the Federal law of the United States of America. We
are furnishing this opinion to you solely for your benefit. This opinion is not
to be relied upon by any other person or used, circulated, quoted or otherwise
referred to for any other purpose.

                                                     Very truly yours,

                                                     CRAVATH, SWAINE & MOORE



<PAGE>

                                                             Schedule IV



                      [Letterhead of DEWEY BALLANTINE LLP]


                                                            February__, 2003





Barclays Capital Inc.
  As Representative of the Several Underwriters
200 Park Avenue
New York, New York  10166




                              GEORGIA POWER COMPANY
                       Series L Floating Rate Senior Notes
                              due February 18, 2005

Ladies and Gentlemen:

                  We have represented you in connection with (i) the issuance by
Georgia Power Company (the "Company") of $___,000,000 of its Series L Floating
Rate Senior Notes due November 18, 2005 (the "Notes") pursuant to a Senior Note
Indenture dated as of January 1, 1998 (the "Base Indenture"), by and between the
Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
trustee (the "Trustee"), as heretofore supplemented and as further supplemented
by the Twelfth Supplemental Indenture dated as of ________ __, 200_
(collectively, the "Indenture"); and (ii) the purchase by you of the Notes
pursuant to the terms of an Underwriting Agreement dated February __, 2003,
among the Company and the underwriters named in Schedule I thereto (the
"Underwriters") for whom you are acting as Representative (the "Underwriting
Agreement"). Pursuant to a Calculation Agent Agreement, dated as of February __,
2003 (the "Calculation Agent Agreement"), between the Company and JPMorgan Chase
Bank, as calculation agent thereunder (the "Calculation Agent"), the Company has
engaged the Calculation Agent to perform certain services with respect to the
floating interest rate on the Notes. This opinion is being delivered to you as
Representative pursuant to Section 5(c)(3) of the Underwriting Agreement.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.

                  In rendering the opinions expressed below, we have examined
the registration statement on Form S-3 (File Nos. 333-102839, 333-102839-01, and
333-102839-02) pertaining to the Notes (the "Registration Statement"), filed
under the Securities Act of 1933, as amended (the "Act"), and the prospectus
dated __________, as supplemented by a final prospectus supplement relating to
the Notes dated _______, 200_, which pursuant to Form S-3 incorporates by
reference the Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 2001 (the "Form 10 K"), the Quarterly Report of Form 10 Q of
the Company for the quarters ended ____________, ______________, and
____________ and the Current Reports on Form 8-K of the Company dated
_________________, _________________ and _____________ (the "Exchange Act
Documents"), each as filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

                  In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the
certificate representing the Notes, of which we have examined a specimen), and
we have made such other and further investigations as we deemed necessary to
express the opinions hereinafter set forth. In such examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  The Indenture, the Calculation Agent Agreement and the
Underwriting Agreement are herein referred to as the "Agreements".

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion, relying as aforesaid and
as to all matters covered hereby which are governed by or dependent upon the law
of the State of Georgia upon the opinion of Troutman Sanders LLP, dated the date
hereof and addressed to you that:

                  1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Georgia and has due corporate authority to carry on the public utility business
in which it is engaged and to own and operate the properties used by it in such
business and to enter into and perform its obligations under the Agreements and
the Notes.

                  2. The execution, delivery and performance by the Company of
the Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Company.

                  3. All orders, consents, or other authorizations or approvals
of the Georgia Public Service Commission and the Commission legally required for
the issuance and sale of the Notes have been obtained; such orders are
sufficient for the issuance and sale of the Notes; the issuance and sale of the
Notes conform in all material respects with the terms of such orders; and no
other order, consent or other authorization or approval of any Georgia or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.

                  4. Each of the Indenture and the Calculation Agent Agreement
has been duly authorized, executed and delivered by the Company and, assuming
the due authorization, execution and delivery thereof by the Trustee and the
Calculation Agent, respectively, constitutes a valid and legally binding
instrument of the Company, enforceable against the Company in accordance with
its terms, subject to the qualifications that the enforceability of the
Company's obligations under the Indenture and the Calculation Agent Agreement
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and the Indenture conforms as to legal
matters in all material respects to the description thereof in the Final
Supplemented Prospectus.

                  5. The Notes have been duly authorized and executed by the
Company and, when authenticated by the Trustee in the manner provided in the
Indenture and delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement, will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, subject
to the qualifications that the enforceability of the Company's obligations under
the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally and
by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Notes conform as to
legal matters in all material respects to the description thereof in the Final
Supplemented Prospectus.

                  6. The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Final Supplemented Prospectus or the Exchange Act Documents and take no
responsibility therefor, except as and to the extent set forth in paragraphs 4
and 5 above. In the course of the preparation by the Company of the Registration
Statement, the Final Supplemented Prospectus and the Exchange Act Documents, we
participated in conferences with certain officers and employees of the Company,
with representatives of Deloitte & Touche LLP and with counsel to the Company.
Based upon our examination of the Registration Statement, the Final Supplemented
Prospectus and the Exchange Act Documents, our investigations made in connection
with the preparation of the Registration Statement and the Final Supplemented
Prospectus and our participation in the conferences referred to above, (i) we
are of the opinion that the Registration Statement, as of its effective date,
and the Final Supplemented Prospectus, as of ______, 200_, complied as to form
in all material respects with the requirements of the Act and the applicable
rules and regulations of the Commission thereunder and that the Exchange Act
Documents, as of their respective dates of filing with the Commission, complied
as to form in all material respects with the relevant requirements of the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, except that in each case we express no opinion as to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Final Supplemented Prospectus or
the Exchange Act Documents, and (ii) nothing came to our attention which gives
us reason to believe that the Registration Statement, as of its effective date
(including the Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that the Final Supplemented Prospectus
(including the Exchange Act Documents) contained, as of its date, or contains,
on the date hereof, any untrue statement of a material fact or omitted, as of
its date, or omits, on the date hereof, to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that in each case we express no
opinion or belief with respect to the financial statements or other financial or
statistical data contained or incorporated by reference in the Registration
Statement, the Final Supplemented Prospectus or the Exchange Act Documents and
with respect to information set forth in the Final Supplemented Prospectus under
the caption "Description of the Series L Senior Notes --Book-Entry Only Issuance
- --The Depository Trust Company".

                  We are members of the State Bar of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the federal law of the United States, and to the extent set forth
herein, the law of the State of Georgia.

                  This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by or furnished to any other person without our prior written
consent except that Troutman Sanders LLP may rely on this opinion in giving
their opinions pursuant to Section 5(c) of the Underwriting Agreement and to
Sections 102, 302 and 904 of the Indenture insofar as such opinions relate to
matters of New York law.


                                                     Very truly yours,


                                                     DEWEY BALLANTINE LLP





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>4
<FILENAME>ex4-2.txt
<TEXT>
                                                              Exhibit 4.2




                              GEORGIA POWER COMPANY

                                       TO

                          JPMORGAN CHASE BANK,TRUSTEE.






                         TWELFTH SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 19, 2003






                                  $250,000,000


                       SERIES L FLOATING RATE SENIOR NOTES

                              DUE FEBRUARY 18, 2005











                               TABLE OF CONTENTS  1


                                                                        PAGE


ARTICLE 1...................................................................2


SECTION 101.      Establishment.............................................2
                  -------------


SECTION 102.      Definitions...............................................2
                  -----------


SECTION 103.      Payment of Principal and Interest.........................3
                  ---------------------------------


SECTION 104.      Determination of Interest.................................4
                  -------------------------


SECTION 105.      Denominations.............................................5
                  -------------


SECTION 106.      Global Securities.........................................5
                  -----------------


SECTION 107.      Transfer..................................................6
                  --------


ARTICLE 2...................................................................6


SECTION 201.      Recitals by Company.......................................6
                  -------------------


SECTION 202.      Ratification and Incorporation of Original Indenture......6
                  ----------------------------------------------------


SECTION 203.      Executed in Counterparts..................................6
                           ------------------------
1 This Table of Contents does not constitute part of the Indenture or have
     any bearing upon the interpretation of any of its terms and provisions.



<PAGE>



                  THIS TWELFTH SUPPLEMENTAL INDENTURE is made as of the 19th day
of February, 2003, by and between GEORGIA POWER COMPANY, a Georgia corporation,
241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374 (the "Company"),
and JPMORGAN CHASE BANK, a New York banking corporation, 4 New York Plaza, New
York, New York 10004 (the "Trustee").

W I T N E S S E T H:

                  WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of January 1, 1998 (the "Original Indenture"), with JPMorgan
Chase Bank (formerly known as Chase Manhattan Bank), as heretofore supplemented;

                  WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented and as further
supplemented by this Twelfth Supplemental Indenture, is herein called the
"Indenture";

                  WHEREAS, under the Original Indenture, a new series of Senior
Notes may at any time be established by the Board of Directors of the Company in
accordance with the provisions of the Original Indenture and the terms of such
series may be described by a supplemental indenture executed by the Company and
the Trustee;

                  WHEREAS, the Company proposes to create under the Indenture a
new series of Senior Notes;

                  WHEREAS, additional Senior Notes of other series hereafter
established, except as may be limited in the Original Indenture as at the time
supplemented and modified, may be issued from time to time pursuant to the
Indenture as at the time supplemented and modified; and

                  WHEREAS, all conditions necessary to authorize the execution
and delivery of this Twelfth Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.

                  NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


                                    ARTICLE 1

                              Series L Senior Notes

         SECTION 101. Establishment. . There is hereby established a new series
of Senior Notes to be issued under the Indenture, to be designated as the
Company's Series L Floating Rate Senior Notes due February 18, 2005 (the "Series
L Notes").

         There are to be authenticated and delivered $250,000,000 principal
amount of Series L Notes, and such principal amount of the Series L Notes need
not be issued at the same time and such series may be reopened at any time,
without the consent of any Holder, for issuances of additional Series L Notes.
Any such additional Series L Notes will have the same interest rate, maturity
and other terms as those initially issued. No Series L Notes shall be
authenticated and delivered in excess of the principal amount as so increased
except as provided by Sections 203, 303, 304 or 907 of the Original Indenture.
The Series L Notes shall be issued in definitive fully registered form.

         The Series L Notes shall be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A hereto. The Depositary
with respect to the Series L Notes shall be The Depository Trust Company.

         The form of the Trustee's Certificate of Authentication for the Series
L Notes shall be in substantially the form set forth in Exhibit B hereto.

         Each Series L Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.

         The Series L Notes will not be redeemable at the option of the Company
prior to the Stated Maturity and will not have a sinking fund.

         SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

         "Calculation Agent" means JPMorgan Chase Bank, or its successor
appointed by the Company, acting as calculation agent.

         "Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.

         "Interest Payment Dates" means the 18th day of February, May, August
and November, commencing May 18, 2003; provided, however, in the event that any
Interest Payment Date would otherwise be a day that is not a Business Day, the
Interest Payment Date will be the next succeeding Business Day.

         "Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.

         "LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U.S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, at
approximately 11:00 a.m., London time, on the Interest Determination Date.

         "London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.

         "Original Issue Date" means February 19, 2003.

         "Rate Quotation" is defined in Section 104 hereof.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date, whether or not a Business Day.

         "Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.

         "Representative Amounts" is defined in Section 104 hereof.

         "Stated Maturity" means February 18, 2005.

         "Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).

         SECTION 103. Payment of Principal and Interest. The principal of the
Series L Notes shall be due at Stated Maturity. The unpaid principal amount of
the Series L Notes shall bear interest at the rates set quarterly pursuant to
Section 104 hereof until paid or duly provided for. Interest shall be paid
quarterly in arrears on each Interest Payment Date to the Person in whose name
the Series L Notes are registered on the Regular Record Date for such Interest
Payment Date, provided that interest payable at the Stated Maturity of principal
as provided herein will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the Holders on such Regular Record Date and may either be
paid to the Person or Persons in whose name the Series L Notes are registered at
the close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to Holders of
the Series L Notes not less than ten (10) days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange, if any, on which the Series L Notes
shall be listed, and upon such notice as may be required by any such exchange,
all as more fully provided in the Original Indenture.

         Payments of interest on the Series L Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series L Notes shall be computed and paid on the basis of the
actual number of days elapsed over a 360-day year.

         Payment of the principal and interest due at the Stated Maturity of the
Series L Notes shall be made upon surrender of the Series L Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series L Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of interest (including interest on any Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
at such place and to such account at a banking institution in the United States
as may be designated in writing to the Trustee at least sixteen (16) days prior
to the date for payment by the Person entitled thereto.

         SECTION 104. Determination of Interest. The Series L Notes will bear
interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.125%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company and the
Trustee, if the Trustee is not then serving as the Calculation Agent, of the
interest rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and Holders of the Series L Notes, the Company and the
Trustee.

         If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series L
Notes as follows:

                  (1) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date, the Calculation Agent shall request the principal
         London offices of each of four major banks in the London interbank
         market selected by the Calculation Agent (after consultation with the
         Company) to provide a quotation of the rate (the "Rate Quotation") at
         which three-month deposits in amounts of not less than $1,000,000 are
         offered by it to prime banks in the London interbank market, as of
         approximately 11:00 a.m., London time, on such Interest Determination
         Date, that is representative of single transactions at such time (the
         "Representative Amounts"). If at least two Rate Quotations are
         provided, the interest rate will be the arithmetic mean of the Rate
         Quotations obtained by the Calculation Agent, plus 0.125%.

                  (2) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date and there are fewer than two Rate Quotations, the
         interest rate will be the arithmetic mean of the rates quoted at
         approximately 11:00 a.m., New York City time, on such Interest
         Determination Date, by three major banks in New York City selected by
         the Calculation Agent (after consultation with the Company), for loans
         in Representative Amounts in U. S. dollars to leading European banks,
         having an index maturity of three months for a period commencing on the
         second London Business Day immediately following such Interest
         Determination Date, plus 0.125%; provided, however, that if fewer than
         three banks selected by the Calculation Agent are quoting such rates,
         the interest rate for the applicable Interest Period will be the same
         as the interest rate in effect for the immediately preceding Interest
         Period.

         Upon the request of a Holder of the Series L Notes, the Calculation
Agent will provide to such Holder the interest rate in effect on the date of
such request and, if determined, the interest rate for the next Interest Period.

         SECTION 105. Denominations. The Series L Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.

         SECTION 106. Global Securities. The Series L Notes will be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which shall be The Depository Trust Company) or its nominee. Except
under the limited circumstances described below, Series L Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series L Notes in definitive form. The Global Securities described
above may not be transferred except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.

         Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series L Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of Holders of such Global Security shall be exercised only
through the Depositary.

         A Global Security shall be exchangeable for Series L Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company, or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, at a time when the Depositary is required to be so registered to act as
such Depositary and no successor Depositary shall have been appointed by the
Company, in each case within 90 days after the Company receives such notice or
becomes aware of such cessation, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable, or (iii) there
shall have occurred an Event of Default with respect to the Series L Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series L Notes registered in such names as the Depositary shall
direct.

         SECTION 107 Transfer. No service charge will be made for any transfer
or exchange of Series L Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.


                                    ARTICLE 2

                            Miscellaneous Provisions

         SECTION 201. Recitals by Company. The recitals in this Twelfth
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Series L Notes and of this Twelfth Supplemental
Indenture as fully and with like effect as if set forth herein in full.

         SECTION 202. Ratification and Incorporation of Original Indenture. As
heretofore supplemented and as supplemented hereby, the Original Indenture is in
all respects ratified and confirmed, and the Original Indenture as heretofore
supplemented and as supplemented by this Twelfth Supplemental Indenture shall be
read, taken and construed as one and the same instrument.

         SECTION 203. Executed in Counterparts. This Twelfth Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.




<PAGE>


                  IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf by its duly authorized officers,
all as of the day and year first above written.

ATTEST:                                GEORGIA POWER COMPANY


By:                                    By:
   --------------------------          -------------------------------
         Wayne Boston                      Allen L. Leverett
         Assistant Secretary         Executive Vice President, Chief Financial
         Officer and Treasurer



ATTEST:                               JPMORGAN CHASE BANK, as Trustee


By:                                   By:
   -----------------------            ---------------------------------------
Name:                                                Name: Carol Ng
Title:                                               Title: Vice President




<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES L NOTE




NO. __ CUSIP NO. 373334FP1


                              GEORGIA POWER COMPANY
                       SERIES L FLOATING RATE SENIOR NOTE
                              DUE FEBRUARY 18, 2005



  Principal Amount:                      $_____________

  Regular Record Date:                   15th  calendar day prior to Interest
                                         Payment  Date,  whether or not a
                                         Business Day

  Original Issue Date:                   February 19, 2003

  Stated Maturity:                       February 18, 2005

  Interest Payment Dates:                18th day of February, May, August and
                                         November;  provided, however, in
                                         the event that any Interest Payment
                                         Date would otherwise be a day
                                         that is not a Business  Day,  the
                                         Interest Payment Date will be the
                                         next succeeding Business Day

  Interest Rate:                         LIBOR plus 0.125% per annum, as set on
                                         each Interest Determination Date

  Interest Determination Dates:          2nd London Business Day immediately
                                         preceding the first day of the
                                         relevant Interest Period

  Authorized Denomination:               $1,000, or any integral multiple
                                         thereof


         Georgia Power Company, a Georgia corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) on the Stated Maturity shown
above, and to pay interest thereon from the Original Issue Date shown above, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on each Interest Payment Date as
specified above, commencing on May 18, 2003, and on the Stated Maturity at the
rates per annum determined in accordance with the provisions specified below
until the principal hereof is paid or made available for payment and on any
overdue principal and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
(other than an Interest Payment Date that is the Stated Maturity) will, as
provided in such Indenture, be paid to the Person in whose name this Note (the
"Note") is registered at the close of business on the Regular Record Date as
specified above next preceding such Interest Payment Date, provided that any
interest payable at Stated Maturity will be paid to the Person to whom principal
is payable. Except as otherwise provided in the Indenture, any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Note is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on which the Notes of this series shall be listed, and upon such notice
as may be required by any such exchange, all as more fully provided in the
Indenture.

         The Series L Notes (as defined on the reverse hereof) will bear
interest for each Interest Period at a per annum rate determined by the
Calculation Agent, subject to the maximum interest rate permitted by New York or
other applicable state law, as such law may be modified by United States law of
general application. The interest rate applicable during each Interest Period
will be equal to LIBOR on the Interest Determination Date for such Interest
Period plus 0.125%; provided, however, that in certain circumstances described
below, the interest rate will be determined without reference to LIBOR. Promptly
upon such determination, the Calculation Agent will notify the Company and the
Trustee, if the Trustee is not then serving as the Calculation Agent, of the
interest rate for the new Interest Period. The interest rate determined by the
Calculation Agent, absent manifest error, shall be binding and conclusive upon
the beneficial owners and Holders of the Series L Notes, the Company and the
Trustee.

         If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the Series L
Notes as follows:

                  (1) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date, the Calculation Agent shall request the principal
         London offices of each of four major banks in the London interbank
         market selected by the Calculation Agent (after consultation with the
         Company) to provide a quotation of the rate (the "Rate Quotation") at
         which three-month deposits in amounts of not less than $1,000,000 are
         offered by it to prime banks in the London interbank market, as of
         approximately 11:00 a.m., London time, on such Interest Determination
         Date, that is representative of single transactions at such time (the
         "Representative Amounts"). If at least two Rate Quotations are
         provided, the interest rate will be the arithmetic mean of the Rate
         Quotations obtained by the Calculation Agent, plus 0.125%.

                  (2) In the event no Reported Rate appears on Telerate Page
         3750 as of approximately 11:00 a.m., London time, on an Interest
         Determination Date and there are fewer than two Rate Quotations, the
         interest rate will be the arithmetic mean of the rates quoted at
         approximately 11:00 a.m., New York City time, on such Interest
         Determination Date, by three major banks in New York City selected by
         the Calculation Agent (after consultation with the Company), for loans
         in Representative Amounts in U. S. dollars to leading European banks,
         having an index maturity of three months for a period commencing on the
         second London Business Day immediately following such Interest
         Determination Date, plus 0.125%; provided, however, that if fewer than
         three banks selected by the Calculation Agent are quoting such rates,
         the interest rate for the applicable Interest Period will be the same
         as the interest rate in effect for the immediately preceding Interest
         Period.

         "Calculation Agent" means JPMorgan Chase Bank, or its successor
appointed by the Company, acting as calculation agent.

         "Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.

         "Interest Period" means the period commencing on an Interest Payment
Date (or, with respect to the initial Interest Period only, commencing on the
Original Issue Date) and ending on the day before the next succeeding Interest
Payment Date.

         "LIBOR" for any Interest Determination Date will be the Reported Rate
for deposits in U.S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, at
approximately 11:00 a.m., London time, on the Interest Determination Date.

         "London Business Day" means a day that is a Business Day and a day on
which dealings in deposits in U. S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.

         "Reported Rate" means the rate that appears on Telerate Page 3750 or a
successor reporter of such rates selected by the Calculation Agent and
acceptable to the Company.

         "Telerate Page 3750" means the display designated on page 3750 on
Moneyline Telerate, Inc. (or such other page as may replace the 3750 page on
that service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of the actual number of days elapsed
over a 360-day year. A "Business Day" shall mean any day other than a Saturday
or a Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to remain closed or a day on
which the Corporate Trust Office of the Trustee is closed for business.

         Payment of the principal of and interest due at the Stated Maturity of
the Series L Notes shall be made upon surrender of the Series L Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series L Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
at such place and to such account at a banking institution in the United States
as may be designated in writing to the Trustee at least 16 days prior to the
date for payment by the Person entitled thereto.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



<PAGE>






         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                                     GEORGIA POWER COMPANY



                                                     By:
                                                        ----------------------
                                                     Name:
                                                     Title:

Attest:



Name:
Title:



                  {Seal of GEORGIA POWER COMPANY appears here}









<PAGE>



GPC Series L Twelfth Supplemental Indenture (4).DOC

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Senior Notes referred to in the within-mentioned
Indenture.

                                                     JPMORGAN CHASE BANK,
                                                     as Trustee


                                                     By:
                                                        -----------------------
                                                              Authorized Officer


<PAGE>


                             (Reverse Side of Note)


         This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of January 1, 1998, as supplemented (the "Indenture"),
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series L Floating Rate Senior
Notes due February 18, 2005 (the "Series L Notes") which is unlimited in
aggregate principal amount. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the
Indenture.

         The Series L Notes will not have a sinking fund.

         The Series L Notes will not be redeemable at the option of the Company
prior to the Stated Maturity.

         If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rates, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same upon surrender of the Note or Notes to be exchanged
at the office or agency of the Company.

         This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.








<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:


<PAGE>




TEN COM- as tenants in          UNIF GIFT MIN ACT- _______ Custodian ________
         common                                  (Cust)              (Minor)
TEN ENT- as tenants by the
         entireties                                    under Uniform Gifts to
 JT TEN- as joint tenants                                        Minors Act
         with right of
         survivorship and                          ________________________
         not as tenants                                         (State)
         in common

                    Additional abbreviations may also be used
                          though not on the above list.


        FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
(please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing agent to transfer said Note on the books of the Company, with full
power of substitution in the premises.


Dated:
       --------------------                 -----------------------------------



                        NOTICE: The signature to this
                        assignment must correspond with the
                        name as written upon the face of the
                        within instrument in every
                        particular without alteration or
                        enlargement, or any change whatever.



<PAGE>


GPC Series L Twelfth Supplemental Indenture (4).DOC
                                    EXHIBIT B


                          CERTIFICATE OF AUTHENTICATION


         This is one of the Senior Notes referred to in the within-mentioned
Indenture.

                  JPMORGAN CHASE BANK,
                  as Trustee


                  By:
                     ---------------------------------------
                           Authorized Officer






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>ex5-1.txt
<TEXT>
                                                                EXHIBIT 5.1

                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                        A LIMITED LIABILITY PARTNERSHIP
                             BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000



                                February 19, 2003



Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia  30308-3374

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to Georgia Power Company (the "Company") in
connection with the Registration Statement, as amended, on Form S-3
(Registration Statement Nos. 333-102839, 333-102839-01 and 333-102839-02) filed
with the Securities and Exchange Commission (the "Commission") and declared
effective by the Commission on February 13, 2003 (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), relating to
$250,000,000 aggregate principal amount of the Company's Series L Floating Rate
Senior Notes due February 18, 2005 (the "Notes"). The Notes will be issued
pursuant to the Senior Note Indenture dated as of January 1, 1998 between the
Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
trustee (the "Trustee"), as heretofore supplemented and amended and as further
supplemented and amended by a Twelfth Supplemental Indenture dated as of
February 19, 2003 (collectively, the "Indenture").

         We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
We have also examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.

         In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies and the authenticity of the originals of such latter
documents. We have also assumed that the Indenture is the valid and legal
binding obligation of the Trustee.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Notes are valid,
binding and legal obligations of the Company enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and to general principles of equity, whether
considered in a proceeding at law or in equity). In rendering the foregoing
opinion, with respect to matters of New York law, we have relied on the opinion
of Dewey Ballantine LLP attached hereto as Annex I.

         We are members of the State Bar of Georgia and we do not express any
opinion herein concerning any law other than the law of the State of Georgia and
the federal law of the United States and, to the extent set forth herein, the
law of the State of New York.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
statements with respect to our name under the heading "Legal Matters" in the
prospectus forming part of the Registration Statement. In giving the foregoing
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder. This opinion may not be furnished or
quoted to, or relied upon by, any other person for any purpose, without our
prior written consent.

                                                     Very truly yours,


                                                     /s/TROUTMAN SANDERS LLP
                                                     TROUTMAN SANDERS LLP



<PAGE>






                                                             February 19, 2003


Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia  30308


         RE:      Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to the underwriters in connection with the
Registration Statement on Form S-3, as amended (Registration Statement Nos.
333-102839, 333-102839-01 and 333-102839-02 ) (the "Registration Statement"),
relating to $250,000,000 aggregate principal amount of Georgia Power Company's
(the "Company") Series L Floating Rate Senior Notes due February 18, 2005 (the
"Notes"). The Notes will be issued pursuant to the Senior Note Indenture dated
as of January 1, 1998 between the Company and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee (the "Trustee"), as heretofore
supplemented and amended and as further supplemented and amended by a Twelfth
Supplemental Indenture dated as of February 19, 2003 (collectively, the
"Indenture").

         We have examined the Registration Statement and the Indenture, which
has been filed with the Securities and Exchange Commission as an exhibit to the
Registration Statement. We have also examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company.

         In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We have also assumed that the Indenture is the valid and legal
binding obligation of the Trustee.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Notes are valid,
binding and legal obligations of the Company enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and to general principles of equity, whether
considered in a proceeding at law or in equity).

         We are members of the State Bar of New York and we do not express any
opinion concerning any law other than the law of the State of New York.

         This opinion is furnished solely for your benefit in connection with
your rendering an opinion to the Company to be filed as Exhibit 5.1 to the
Registration Statement and we hereby consent to your attaching this opinion as
an annex to such opinion. This opinion may not be relied upon by you for any
other purpose, or quoted to or relied upon by any other person, firm or entity
for any purpose, without our prior written consent. In giving our consent to
your attaching this opinion to the opinion being rendered by you, we do not
thereby admit that we came within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.

                                                Very truly yours,



                                                /s/DEWEY BALLANTINE LLP
                                                DEWEY BALLANTINE LLP







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>6
<FILENAME>ex12.txt
<TEXT>
<TABLE>
<CAPTION>


                              GEORGIA POWER COMPANY
            Computation of ratio of earnings to fixed charges for the
                       five years ended December 31, 2001
                     and the year to date September 30, 2002

                                                                                                                          Nine
                                                                                                                         Months
                                                                                                                         Ended
                                                                                  Year ended December 31,             September 30,
                                              -------------------------------------------------------------------------------------
                                                   1997          1998          1999         2000             2001            2002
                                                   ----          ----          ----         ----             ----           ----
                                             -------------------------------Thousands of Dollars-----------------------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
<S>                                          <C>          <C>          <C>             <C>            <C>             <C>
Earnings Before Interest and Income Taxes    $ 1,277,565  $  1,249,768 $  1,158,999    $  1,192,370   $  1,220,654    $  1,077,452
      AFUDC - Debt funds                           9,030         7,117       12,429          23,396         13,574           6,505
                                             -----------  ------------ ------------    ------------    -----------     -----------
         Earnings as defined                 $ 1,286,595  $  1,256,885 $  1,171,428    $  1,215,766   $  1,234,228    $  1,083,957
                                             ===========  ============ ============    ============   =============   ============




FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
   Interest on long-term debt                $   196,707  $   182,879  $   164,375    $    171,994   $    162,546    $    101,540
   Interest on affiliated loans                        0            0            0               0         12,389           8,602
   Interest on interim obligations                7,795        12,213       19,787          28,262         12,693           3,074
   Amort of debt disc, premium  and expense, net  14,191       13,378       15,127          14,257         15,106          12,021
   Other interest  charges                        57,623       71,536       75,868          79,396         55,175          53,427
                                             -----------  -----------  -----------    ------------   ------------    ------------
         Fixed charges as defined            $   276,316  $   280,006  $   275,157    $    293,909   $    257,909    $    178,664
                                             ===========  ===========  ===========    ============   ============    ============



RATIO OF EARNINGS TO FIXED CHARGES                 4.66          4.49         4.26            4.14           4.79            6.07
                                                  =====         =====        =====           =====          =====            ====


Note:  The above figures have been adjusted to give effect to Georgia Power
       Company's 50% ownership of Southern Electric Generating Company.
</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
