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<SEC-DOCUMENT>0000041091-04-000010.txt : 20040123
<SEC-HEADER>0000041091-04-000010.hdr.sgml : 20040123
<ACCEPTANCE-DATETIME>20040123161852
ACCESSION NUMBER:		0000041091-04-000010
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20040112
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040123

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:		04540916

	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>ga8k_sandt.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)     January 12, 2004
                                                 -------------------------------


                              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 January 12, 2004, Georgia Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $100,000,000 aggregate principal amount of its Series S 4.000% Senior
Notes due January 15, 2011 (the "Series S Senior Notes"). On January 13, 2004,
the Company entered into an Underwriting Agreement covering the issue and sale
by the Company of $100,000,000 aggregate principal amount of its Series T 5.75%
Senior Public Income Notes due January 15, 2044 (the "Series T Senior Notes").
All of said notes were registered under the Securities Act of 1933, as amended,
pursuant to the shelf registration statement (Registration Nos. 333-105815,
333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04) of the Company.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
          ------------------------------------------------------------------

          (c) Exhibits.

            1.1      Underwriting Agreement relating to the Series S
                     Senior Notes, dated January 12, 2004, among the
                     Company and Goldman Sachs & Co. as representative of
                     the several Underwriters named in Schedule I thereto.

            1.2      Underwriting Agreement relating to the Series T
                     Senior Notes, dated January 13, 2004, among the
                     Company and Citigroup Global Markets Inc. as
                     representative of the several Underwriters named in
                     Schedule I thereto.

            4.1      Nineteenth Supplemental Indenture to Senior Note
                     Indenture dated as of January 23, 2004, providing for
                     the issuance of the Company's Series S Senior Notes.

            4.2      Twentieth Supplemental Indenture to Senior Note
                     Indenture dated as of January 23, 2004, providing for
                     the issuance of the Company's Series T Senior Notes.


<PAGE>



            4.7      Form of Series S Senior Notes. (included in Exhibit
                     4.1 above).

            4.8      Form of Series T Senior Notes. (included in Exhibit
                     4.2 above).

            5.1      Opinion of Troutman Sanders LLP relating to the
                     Series S Senior Notes.

            5.2      Opinion of Troutman Sanders LLP relating to the
                     Series T Senior Notes.

            12.1     Computation of ratio of earnings to fixed charges.


                              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:     January 23, 2004                              GEORGIA POWER COMPANY



                                                        By /s/Wayne Boston
                                                             Wayne Boston
                                                         Assistant Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>x1_1.txt
<TEXT>
                                                                    Exhibit 1.1

                    $100,000,000 Series S 4.000% Senior Notes
                              due January 15, 2011

                              GEORGIA POWER COMPANY

                             UNDERWRITING AGREEMENT

                                                               January 12, 2004


Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

         As Representative of the Several Underwriters


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 $100,000,000 aggregate principal amount of the Series S
4.000% Senior Notes due January 15, 2011 (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
nineteenth supplemental indenture, dated as of January 23, 2004, 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.

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

(a)      A registration statement on Form S-3 (File Nos. 333-105815,
         333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04) 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 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 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, 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
         through the Representative 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 S 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 (as 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 through the
         Representative expressly for use therein; or (C) any information set
         forth in the Final Supplemented Prospectus under the caption
         "Description of the Series S 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 (as hereinafter defined), 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 execution, delivery and performance by the Company of this
         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.

(k)      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.

(l)      The financial statements incorporated by reference in the Registration
         Statement and the Final Supplemented 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 Registration Statement and the
         Final Supplemented 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 Senior Notes
         that such Underwriter may become obligated to purchase pursuant to the
         provisions of Section 10 hereof), at a price equal to 98.398% of the
         principal amount thereof.

(b)      Payment of the purchase price and delivery of certificates for the
         Senior Notes shall be made at the offices of Troutman Sanders LLP, 600
         Peachtree Street, NE, Suite 5200, Atlanta, Georgia at 10:00 A.M., New
         York time, on January 23, 2004 (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 each Underwriter's account, to accept delivery
         of, receipt for, and make payment of the principal amount of the Senior
         Notes which each Underwriter has agreed to purchase. The
         Representative, individually and not as a 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 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 the 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 and the Company's
         Series T Senior Notes due January 15, 2044). 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, including the fees and
         disbursements of counsel for the Trustee in connection with 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 LLP, counsel
to the Trustee, 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 such Officer,
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 certified public accountants with respect to the Company within the
meaning of the 1933 Act and the rules and regulations under the 1933 Act; (B) in
their opinion, the financial statements audited by them and incorporated by
reference in the Final Supplemented Prospectus comply as to form in all material
respects with the applicable accounting requirements of the 1934 Act and the
rules and regulations under the 1934 Act; and (C) 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" and in Statement on Auditing Standards No. 100, "Interim
Financial Information", as applicable, on the unaudited financial statements, if
any, of the Company incorporated by reference in the Final Supplemented
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 Final Supplemented 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 by reference in the Final Supplemented 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 Income Taxes and Net
Income After Dividends on Preferred Stock and the unaudited Ratio of Earnings to
Fixed Charges set forth in the Final Supplemented 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 audited balance sheet incorporated by reference
in the Final Supplemented Prospectus, except in each case for changes or
decreases which (i) the Final Supplemented 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, (v) are
occasioned by reclassification of current maturities of long-term debt or (vi)
are disclosed in such letter; and (5) the unaudited amounts for Operating
Revenues, Earnings Before Income Taxes and Net Income After Dividends on
Preferred Stock and the unaudited Ratio of Earnings to Fixed Charges 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
or were not determined on a basis substantially consistent with that of the
corresponding audited amounts or ratios included or incorporated by reference in
the Final Supplemented 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 by reference therein, 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 any
Underwriter through the Representative 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 any Underwriter
through the Representative 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 Goldman, Sachs & Co., 85 Broad Street, New
York, New York, 10004, Attention: Credit Capital Markets; 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: ________________________
                                                  Name:
                                                  Title:

CONFIRMED AND ACCEPTED,
as of the date first above written



- ---------------------------
(Goldman, Sachs & Co.)


As Representative of the other Underwriters
named in Schedule I hereto





<PAGE>


                                   SCHEDULE I




NAME OF UNDERWRITER                         Principal Amount of Series S
Senior Notes
Goldman, Sachs & Co.                                          $ 70,000,000
ABN AMRO Incorporated                                         $ 10,000,000
Banc One Capital Markets, Inc.                                $ 10,000,000
Jackson Securities, LLC                                       $ 10,000,000


TOTAL                                                         $100,000,000
                                                              ============



<PAGE>


                                                                    Schedule II

                      [Letterhead of TROUTMAN SANDERS LLP]

                                January 23, 2004

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

         As Representative of the Several Underwriters



                              GEORGIA POWER COMPANY
                Series S 4.000% Senior Notes due January 15, 2011

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
$100,000,000 aggregate principal amount of its Series S 4.000% Senior Notes due
January 15, 2011 (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 Nineteenth Supplemental Indenture dated
as of January 23, 2004 (collectively, the "Indenture"); and (ii) the purchase by
the Underwriters (as defined herein) of the Notes pursuant to the terms of an
Underwriting Agreement dated January 12, 2004 (the "Underwriting Agreement"),
among the Company and the Underwriters named in Schedule I thereto (the
"Underwriters") for whom you are acting as Representative. This opinion is being
delivered to you 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. 333-105815, 333-105815-01,
333-105815-02, 333-105815-03 and 333-105815-04) 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 June 25, 2003 as supplemented by the prospectus supplement dated
January 12, 2004 (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, 2002, the Quarterly Reports on Form 10-Q of
the Company for the quarters ended March 31, 2003, June 30, 2003 and September
30, 2003 and the Current Reports on Form 8-K of the Company dated February 13,
2003, February 21, 2003, April 10, 2003, September 8, 2003, September 23, 2003,
December 2, 2003, December 8, 2003, January 12, 2004 and January __, 2004 (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 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. The Indenture has been duly authorized, executed and delivered by
the Company and, assuming the due authorization, execution and delivery thereof
by the Trustee, 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 January 12, 2004,
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 caption "Description of the Series S 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 LLP]

                                                               January 23, 2004


Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004


         As Representative of the Several Underwriters



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


                              Georgia Power Company
                          Series S 4.000% Senior Notes
                              due January 15, 2011

Ladies and Gentlemen:

                  We have acted as counsel to 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 Nineteenth Supplemental Indenture dated as of
January 23, 2004 (together with the Original Indenture, herein called the
"Indenture"), between the Company and the Bank, as Trustee.

                  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 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, has duly executed and delivered the
Indenture, 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, the Indenture 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 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 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 LLP

<PAGE>



                                                                    Schedule IV



                      [Letterhead of DEWEY BALLANTINE LLP]


                                                               January 23, 2004



Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004


         As Representative of the Several Underwriters



                              GEORGIA POWER COMPANY
                          Series S 4.000% Senior Notes
                              due January 15, 2011

Ladies and Gentlemen:

                  We have represented you in connection with (i) the issuance by
Georgia Power Company (the "Company") of $100,000,000 aggregate principal amount
of its Series S 4.000% Senior Notes due January 15, 2011 (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 further supplemented
by the Nineteenth Supplemental Indenture dated as of January 23, 2004
(collectively, the "Indenture"); and (ii) the purchase by the Underwriters (as
defined herein) of the Notes pursuant to the terms of an Underwriting Agreement
dated January 12, 2004 (the "Underwriting Agreement"), among the Company and the
underwriters named in Schedule I thereto (the "Underwriters") for whom you are
acting as Representative. This opinion is being delivered to you 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. 333-105815, 333-105815-01,
333-105815-02, 333-105815-03 and 333-105815-04) 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 dated June
25, 2003, as supplemented by a final prospectus supplement relating to the Notes
dated January 12, 2004 (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, 2002, the Quarterly Reports on Form 10-Q
of the Company for the quarters ended March 31, 2003, June 30, 2003 and
September 30, 2003 and the Current Reports on Form 8-K of the Company dated
February 13, 2003, February 21, 2003, April 10, 2003, September 8, 2003,
September 23, 2003, December 2, 2003, December 8, 2003, January 12, 2004 and
January __, 2004 (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 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. The Indenture has been duly authorized, executed and
delivered by the Company and, assuming the due authorization, execution and
delivery thereof by the Trustee, 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 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 January 12, 2004, 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 S 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 its
opinion pursuant to Section 5(c) of the Underwriting Agreement and to Sections
102, 302 and 904 of the Indenture, insofar as such opinion relates to matters of
New York law.


                                                     Very truly yours,


                                                     DEWEY BALLANTINE LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>4
<FILENAME>x1_2.txt
<TEXT>

                                                                    Exhibit 1.2

             $100,000,000 Series T 5.75% Senior Public Income Notes
                              due January 15, 2044

                              GEORGIA POWER COMPANY

                             UNDERWRITING AGREEMENT

                                                               January 13, 2004


Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY  10013

         As Representative of the Several Underwriters


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 $100,000,000 aggregate principal amount of the Series T
5.75% Senior Public Income Notes due January 15, 2044 (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
twentieth supplemental indenture, dated as of January 23, 2004, 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.

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

(a)      A registration statement on Form S-3 (File Nos. 333-105815,
         333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04) 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 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 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, 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(f) 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
         through the Representative 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 T 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 (as 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 through the
         Representative expressly for use therein; or (C) any information set
         forth in the Final Supplemented Prospectus under the caption
         "Description of the Series T 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 (as hereinafter defined), 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 execution, delivery and performance by the Company of this
         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.

(k)      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.

(l)      The financial statements incorporated by reference in the Registration
         Statement and the Final Supplemented 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 Registration Statement and the
         Final Supplemented 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 Senior Notes
         that such Underwriter may become obligated to purchase pursuant to the
         provisions of Section 10 hereof), at a price equal to 96.85% of the
         principal amount thereof.

(b)      Payment of the purchase price and delivery of certificates for the
         Senior Notes shall be made at the offices of Troutman Sanders LLP, 600
         Peachtree Street, NE, Suite 5200, Atlanta, Georgia at 10:00 A.M., New
         York time, on January 23, 2004 (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 each Underwriter's account, to accept delivery
         of, receipt for, and make payment of the principal amount of the Senior
         Notes which each Underwriter has agreed to purchase. The
         Representative, individually and not as a 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 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 the 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)      The Company will use its best efforts to effect the listing of the
         Senior Notes on the New York Stock Exchange.

(f)      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.

(g)      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 (i) commercial paper or other debt securities with
         scheduled maturities of less than one year and (ii) senior notes issued
         in denominations other than $25 per note and not listed on a national
         securities exchange are not subject to this Section 3(g).

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, including the fees and
         disbursements of counsel for the Trustee in connection with the
         Indenture and the Senior Notes, (ix) any fees payable in connection
         with the rating of the Senior Notes, (x) the fees and expenses incurred
         in connection with the listing of the Senior Notes on the New York
         Stock Exchange, (xi) the cost and charges of any transfer agent or
         registrar and (xii) 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 LLP, counsel
to the Trustee, 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 such Officer,
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 certified public accountants with respect to the Company within the
meaning of the 1933 Act and the rules and regulations under the 1933 Act; (B) in
their opinion, the financial statements audited by them and incorporated by
reference in the Final Supplemented Prospectus comply as to form in all material
respects with the applicable accounting requirements of the 1934 Act and the
rules and regulations under the 1934 Act; and (C) 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" and in Statement on Auditing Standards No. 100, "Interim
Financial Information", as applicable, on the unaudited financial statements, if
any, of the Company incorporated by reference in the Final Supplemented
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 Final Supplemented 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 by reference in the Final Supplemented 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 Income Taxes and Net
Income After Dividends on Preferred Stock and the unaudited Ratio of Earnings to
Fixed Charges set forth in the Final Supplemented 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 audited balance sheet incorporated by reference
in the Final Supplemented Prospectus, except in each case for changes or
decreases which (i) the Final Supplemented 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, (v) are
occasioned by reclassification of current maturities of long-term debt or (vi)
are disclosed in such letter; and (5) the unaudited amounts for Operating
Revenues, Earnings Before Income Taxes and Net Income After Dividends on
Preferred Stock and the unaudited Ratio of Earnings to Fixed Charges 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
or were not determined on a basis substantially consistent with that of the
corresponding audited amounts or ratios included or incorporated by reference in
the Final Supplemented 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) On the Closing Date, the Senior Notes shall have been approved for listing
on the New York Stock Exchange upon notice of issuance.

(8) 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.

(9) 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 by reference therein, 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 any
Underwriter through the Representative 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 any Underwriter
through the Representative 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 Citigroup Global Markets Inc., 390 Greenwich
Street, New York, NY 10013, Attention: Howard L. Hiller; 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: ________________________
                                                    Name:
                                                    Title:

CONFIRMED AND ACCEPTED,
as of the date first above written

CITIGROUP GLOBAL MARKETS INC.


By:  ___________________________
      Name:
      Title:


As Representative of the other Underwriters
named in Schedule I hereto





<PAGE>


                                   SCHEDULE I




NAME OF UNDERWRITER                         Principal Amount of Series T
Senior Notes
Citigroup Global Markets Inc.                                 $29,750,000
Morgan Stanley & Co. Incorporated                             $29,500,000
Wachovia Capital Markets, LLC                                 $29,500,000
A.G. Edwards & Sons, Inc.                                     $ 1,250,000
B.C. Ziegler & Company                                        $ 1,250,000
Blaylock & Partners, L.P.                                     $ 1,250,000
Guzman & Company                                              $ 1,250,000
M.R. Beal & Company                                           $ 1,250,000
The Malachi Group, Inc.                                       $ 1,250,000
Samuel A. Ramirez & Company, Incorporated                     $ 1,250,000
SunTrust Capital Markets, Inc.                                $ 1,250,000
The Williams Capital Group, L.P.                              $ 1,250,000


TOTAL                                                         $100,000,000
                                                              ============



<PAGE>


                                                            Schedule II

                                   [Letterhead of TROUTMAN SANDERS LLP]

                                                               January 23, 2004

Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY  10013

         As Representative of the Several Underwriters



GEORGIA POWER COMPANY
Series T 5.75% Senior Public Income Notes due January 15, 2044

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
$100,000,000 aggregate principal amount of its Series T 5.75% Senior Public
Income Notes due January 15, 2044 (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 Twentieth
Supplemental Indenture dated as of January 23, 2004 (collectively, the
"Indenture"); and (ii) the purchase by the Underwriters (as defined herein) of
the Notes pursuant to the terms of an Underwriting Agreement dated January 13,
2004 (the "Underwriting Agreement"), among the Company and the underwriters
named in Schedule I thereto (the "Underwriters") for whom you are acting as
Representative. This opinion is being delivered to you 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. 333-105815, 333-105815-01,
333-105815-02, 333-105815-03 and 333-105815-04) 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 June 25, 2003 as supplemented by the prospectus supplement dated
January 13, 2004 (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, 2002, the Quarterly Reports on Form 10-Q of
the Company for the quarters ended March 31, 2003, June 30, 2003 and September
30, 2003 and the Current Reports on Form 8-K of the Company dated February 13,
2003, February 21, 2003, April 10, 2003, September 8, 2003, September 23, 2003,
December 2, 2003, December 8, 2003, January 12, 2004 and January __, 2004 (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 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. The Indenture has been duly authorized, executed and delivered by
the Company and, assuming the due authorization, execution and delivery thereof
by the Trustee, 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 January 13, 2004,
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 caption "Description of the Series T 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 LLP]

                                                             January 23, 2004


Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY  10013

         As Representative of the Several Underwriters


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


Georgia Power Company
Series T 5.75% Senior Public Income Notes
due January 15, 2044

Ladies and Gentlemen:

                  We have acted as counsel to 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 Twentieth Supplemental Indenture dated as of
January 23, 2004 (together with the Original Indenture, herein called the
"Indenture"), between the Company and the Bank, as Trustee.

                  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 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, has duly executed and
delivered the Indenture, 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, the Indenture 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 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 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 LLP

<PAGE>



                                                                   Schedule IV



                      [Letterhead of DEWEY BALLANTINE LLP]


                                                              January 23, 2004



Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY  10013


         As Representative of the Several Underwriters



                              GEORGIA POWER COMPANY
                    Series T 5.75% Senior Public Income Notes
                              due January 15, 2044

Ladies and Gentlemen:

                  We have represented you in connection with (i) the issuance by
Georgia Power Company (the "Company") of $100,000,000 aggregate principal amount
of its Series T 5.75% Senior Public Income Notes due January 15, 2044 (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
further supplemented by the Twentieth Supplemental Indenture dated as of January
23, 2004 (collectively, the "Indenture"); and (ii) the purchase by the
Underwriters (as defined herein) of the Notes pursuant to the terms of an
Underwriting Agreement dated January 13, 2004 (the "Underwriting Agreement"),
among the Company and the underwriters named in Schedule I thereto (the
"Underwriters") for whom you are acting as Representative. This opinion is being
delivered to you 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. 333-105815, 333-105815-01,
333-105815-02, 333-105815-03 and 333-105815-04) 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 dated June
25, 2003, as supplemented by a final prospectus supplement relating to the Notes
dated January 13, 2004 (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, 2002, the Quarterly Reports on Form 10-Q
of the Company for the quarters ended March 31, 2003, June 30, 2003 and
September 30, 2003 and the Current Reports on Form 8-K of the Company dated
February 13, 2003, February 21, 2003, April 10, 2003, September 8, 2003,
September 23, 2003, December 2, 2003, December 8, 2003, January 12, 2003 and
January __, 2004 (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 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. The Indenture has been duly authorized, executed and
delivered by the Company and, assuming the due authorization, execution and
delivery thereof by the Trustee, 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 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 January 13, 2004, 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 T 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 its
opinions (i) pursuant to Section 5(c) of the Underwriting Agreement and to
Sections 102, 302 and 904 of the Indenture and (ii) in connection with the
Company's listing application with respect to the Notes to the New York Stock
Exchange, Inc., insofar as such opinions relate to matters of New York law.


                                                     Very truly yours,


                                                     DEWEY BALLANTINE LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>5
<FILENAME>x4_1.txt
<TEXT>


                                                                    Exhibit 4.1







                              GEORGIA POWER COMPANY

                                       TO

                              JPMORGAN CHASE BANK,
                                     TRUSTEE






                        NINETEENTH SUPPLEMENTAL INDENTURE

                          DATED AS OF JANUARY 23, 2004








                          SERIES S 4.000% SENIOR NOTES

                              DUE JANUARY 15, 2011












<PAGE>



                               TABLE OF CONTENTS1


                                                             PAGE



ARTICLE 1.....................................................1


SECTION 101.   Establishment..................................1
               -------------


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


SECTION 103.   Payment of Principal and
               -------------------------
               Interest.......................................2
               --------


SECTION 104.   Denominations..................................3
               -------------


SECTION 105.   Global Securities..............................3
               -----------------


SECTION 106.   Transfer.......................................4
               --------


ARTICLE 2.....................................................4


SECTION 201.   Recitals by Company............................4
               -------------------


SECTION 202.   Ratification and Incorporation
               -------------------------------
               of Original Indenture..........................4
               ---------------------


SECTION 203.   Executed in Counterparts.......................4
               ------------------------

__________________

1This 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 NINETEENTH SUPPLEMENTAL INDENTURE is made as of the 23rd
day of January, 2004, 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 The 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 Nineteenth 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 Nineteenth 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 S 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 S 4.000% Senior Notes due January 15, 2011 (the "Series S Notes").

         There are to be authenticated and delivered $100,000,000 principal
amount of Series S Notes, and such principal amount of the Series S Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.
All Series S 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 S Notes. Any such additional Series S Notes will have the same
interest rate, maturity and other terms as those initially issued. No Series S
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 S Notes shall be issued in definitive fully registered
form.

         The Series S 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 S Notes shall be The Depository Trust Company.

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

         Each Series S 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 S 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.

         "Interest Payment Dates" means January 15 and July 15 of each year,
commencing on July 15, 2004.

         "Original Issue Date" means January 23, 2004.

         "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).

         "Stated Maturity" means January 15, 2011.

         SECTION 103. Payment of Principal and Interest. The principal of the
Series S Notes shall be due at Stated Maturity. The unpaid principal amount of
the Series S Notes shall bear interest at the rate of 4.000% per annum until
paid or duly provided for. Interest shall be paid semiannually in arrears on
each Interest Payment Date to the Person in whose name the Series S Notes are
registered on the Regular Record Date for such Interest Payment Date, provided
that interest payable at the Stated Maturity of principal 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 S 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 S 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 S 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 S Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series S Notes shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series S Notes is not a Business Day, then a payment
of the interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), with the same force and effect as if made on the date the
payment was originally payable.

         Payment of the principal and interest due at the Stated Maturity of the
Series S Notes shall be made upon surrender of the Series S Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series S 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
or other electronic 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. Denominations. The Series S Notes may be issued in the
denominations of $1,000, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series S 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 S Notes represented by a
Global Security will not be exchangeable for, and will not otherwise be issuable
as, Series S 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 S 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 S 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 S Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series S Notes registered in such names as the Depositary shall
direct.

         SECTION 106. Transfer. No service charge will be made for any transfer
or exchange of Series S 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 Nineteenth
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 S Notes and of this Nineteenth 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 Nineteenth Supplemental Indenture shall
be read, taken and construed as one and the same instrument.

         SECTION 203. Executed in Counterparts. This Nineteenth 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......              C.B. Harreld
         Assistant Secretary             Executive Vice President, Treasurer
                                         and Chief Financial Officer



ATTEST:           .........            JPMORGAN CHASE BANK, as Trustee


By:               .........            By:
   ---------------------------            -------------------------------------
         Diane Darconte....            Carol Ng
         Trust Officer.....            Vice President




<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES S NOTE




<PAGE>






NO. ___                                                    CUSIP NO. 373334 FV8


                              GEORGIA POWER COMPANY
                           SERIES S 4.000% SENIOR NOTE
                              DUE JANUARY 15, 2011



       Principal Amount:         $__________________

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

       Original Issue Date:      January 23, 2004

       Stated Maturity:          January 15, 2011

       Interest Payment Dates:   January 15 and July 15

       Interest Rate:            4.000% per annum

       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, semiannually in arrears on each
Interest Payment Date as specified above, commencing on July 15, 2004 and on the
Stated Maturity at the rate per annum shown above 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.

         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 a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), with the same force and effect
as if made on the date the payment was originally payable. 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 S Notes shall be made upon surrender of the Series S Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series S 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
or other electronic 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:



Title:



                  {Seal of GEORGIA POWER COMPANY appears here}









<PAGE>



                          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), as 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 S 4.000% Senior Notes
due January 15, 2011(the "Series S 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 S Notes will not have a sinking fund. The Series S 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>


                                    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-4.2
<SEQUENCE>6
<FILENAME>x4_2.txt
<TEXT>
                                                                    Exhibit 4.2







                              GEORGIA POWER COMPANY

                                       TO

                              JPMORGAN CHASE BANK,
                                     TRUSTEE






                        TWENTIETH SUPPLEMENTAL INDENTURE

                          DATED AS OF JANUARY 23, 2004








                    SERIES T 5.75% SENIOR PUBLIC INCOME NOTES

                              DUE JANUARY 15, 2044












<PAGE>



                               TABLE OF CONTENTS1


                                                                         PAGE



                                    ARTICLE 1
SECTION 101.  Establishment...............................................1
              -------------
SECTION 102.  Definitions.................................................2
              -----------
SECTION 103.  Payment of Principal and Interest...........................2
              ---------------------------------
SECTION 104.  Denominations...............................................3
              -------------
SECTION 105.  Global Securities...........................................3
              -----------------
SECTION 106.  Transfer....................................................4
              --------
SECTION 107.  Redemption at the Company's Option..........................4
              ----------------------------------


                                    ARTICLE 2
SECTION 201.  Recitals by Company.........................................4
              -------------------
SECTION 202.  Ratification and Incorporation of Original
              Indenture...................................................5
              ---------
SECTION 203.  Executed in Counterparts....................................5
              ------------------------

________________________


1This 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 TWENTIETH SUPPLEMENTAL INDENTURE is made as of the 23rd
day of January, 2004, 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 The 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 Twentieth 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 Twentieth 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 T 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 T 5.75% Senior Public Income Notes due January 15, 2044 (the "Series T
Notes").

         There are to be authenticated and delivered $100,000,000 principal
amount of Series T Notes, and such principal amount of the Series T Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.
All Series T 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 T Notes. Any such additional Series T Notes will have the same
interest rate, maturity and other terms as those initially issued. No Series T
Notes shall be authenticated and delivered in excess of the principal amount as
so increased except as provided by Sections 203, 303, 304, 907 or 1107 of the
Original Indenture. The Series T Notes shall be issued in definitive fully
registered form.

         The Series T 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 T Notes shall be The Depository Trust Company.

         The form of the Trustee's Certificate of Authentication for the Series
T Notes shall be in substantially the form set forth in Exhibit B hereto.

         Each Series T 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.

         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.

         "Interest Payment Dates" means January 15, April 15, July 15 and
October 15 of each year, commencing on April 15, 2004.

         "Original Issue Date" means January 23, 2004.

         "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).

         "Stated Maturity" means January 15, 2044.

         SECTION 103. Payment of Principal and Interest. The principal of the
Series T Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series T Notes shall bear interest at the rate of
5.75% per annum 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 T Notes are registered on the Regular Record Date for such Interest
Payment Date, provided that interest payable at the Stated Maturity of principal
or on a Redemption Date 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 T 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 T 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 T 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 T Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series T Notes shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series T Notes is not a Business Day, then a payment
of the interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), with the same force and effect as if made on the date the
payment was originally payable.

         Payment of the principal and interest due at the Stated Maturity or
earlier redemption of the Series T Notes shall be made upon surrender of the
Series T Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series T 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 or other electronic 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. Denominations. The Series T Notes may be issued in the
denominations of $25, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series T 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 T Notes represented by
one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series T 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 T 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 T 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 T Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series T Notes registered in such names as the Depositary shall
direct.

         SECTION 106. Transfer. No service charge will be made for any transfer
or exchange of Series T 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.

         The Company shall not be required (a) to issue, transfer or exchange
any Series T Notes during a period beginning at the opening of business fifteen
(15) days before the date of the mailing of a notice pursuant to Section 1104 of
the Original Indenture identifying the serial numbers of the Series T Notes to
be called for redemption, and ending at the close of business on the day of the
mailing, or (b) to transfer or exchange any Series T Notes theretofore selected
for redemption in whole or in part, except the unredeemed portion of any Series
T Notes redeemed in part.

         SECTION 107. Redemption at the Company's Option. The Series T Notes
shall be subject to redemption at the option of the Company at any time, in
whole or, from time to time, in part, without premium or penalty, on or after
January 23, 2009, at a Redemption Price equal to 100% of the principal amount of
the Series T Notes to be redeemed plus accrued but unpaid interest on the Series
T Notes to the Redemption Date.

         In the event of redemption of the Series T Notes in part only, a new
Series T Note or Notes for the unredeemed portion will be issued in the name or
names of the Holders thereof upon the surrender thereof.

         The Series T Notes will not have a sinking fund.

         Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.

         Any redemption of less than all of the Series T Notes shall, with
respect to the principal thereof, be divisible by $25.


                                    ARTICLE 2

                            Miscellaneous Provisions

         SECTION 201. Recitals by Company. The recitals in this Twentieth
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 T Notes and of this Twentieth 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 Twentieth Supplemental Indenture shall
be read, taken and construed as one and the same instrument.

         SECTION 203. Executed in Counterparts. This Twentieth 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                      C.B. Harreld
         Assistant Secretary               Executive Vice President, Treasurer
                                           and Chief Financial Officer



ATTEST:  .........                      JPMORGAN CHASE BANK, as Trustee


By:      .........                      By:
   -------------------------------         ------------------------------------
         Diane Darconte                    Carol Ng
         Trust Officer                     Vice President




<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES T NOTE




<PAGE>






NO. ___                                                    CUSIP NO. 373334 515


                              GEORGIA POWER COMPANY
                    SERIES T 5.75% SENIOR PUBLIC INCOME NOTE
                              DUE JANUARY 15, 2044



       Principal Amount:           $__________________

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

       Original Issue Date:        January 23, 2004

       Stated Maturity:            January 15, 2044

       Interest Payment Dates:     January 15, April 15, July 15 and October 15

       Interest Rate:              5.75% per annum

       Authorized Denomination:    $25, or any integral multiple thereof

       Initial Redemption Date:    January 23, 2009

         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 (or upon earlier redemption), 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 April 15, 2004, and on the Stated Maturity (or upon earlier
redemption) at the rate per annum shown above 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 or on a Redemption Date) 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 the Stated Maturity or on any Redemption Date 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.

         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 a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), with the same force and effect
as if made on the date the payment was originally payable. 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 or
earlier redemption of the Series T Notes shall be made upon surrender of the
Series T Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series T 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 or other electronic 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:



Title:



                  {Seal of GEORGIA POWER COMPANY appears here}









<PAGE>



                          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), as 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 T 5.75% Senior Public
Income Notes due January 15, 2044 (the "Series T 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 Company shall have the right, subject to the terms and conditions
of the Indenture, to redeem this Note at any time on or after January 23, 2009
at the option of the Company, without premium or penalty, in whole or in part,
at a Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest to the Redemption Date.

         In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof. The Notes will not have a
sinking fund.

         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 rate, 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 $25 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>


                                    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>7
<FILENAME>x5_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

                                January 23, 2004



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 on Form S-3 (Registration Statement
Nos. 333-105815, 333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04)
filed with the Securities and Exchange Commission (the "Commission") on June 4,
2003 and declared effective by the Commission on June 25, 2003 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), relating to $100,000,000 aggregate principal amount of the Company's
Series S 4.000% Senior Notes due January 15, 2011 (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 Nineteenth Supplemental
Indenture dated as of January 23, 2004 (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 legally
binding obligation of the Trustee.

           ATLANTA o HONG KONG o LONDON o NORFOLK o RALEIGH o RICHMOND
                TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.


<PAGE>


TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

Georgia Power Company
January 23, 2004
Page 2


         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 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>

                              Dewey Ballantine LLP
                               New York, New York


                                                              January 23, 2004


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 (Registration Statement Nos. 333-105815,
333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04 ) (the
"Registration Statement") relating to $100,000,000 aggregate principal amount of
Georgia Power Company's (the "Company") Series S 4.000% Senior Notes due January
15, 2011 (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 Nineteenth Supplemental Indenture dated as of January 23, 2004
(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 legally
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).


<PAGE>


January 23, 2004
Page 2

         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-5.2
<SEQUENCE>8
<FILENAME>x5_2.txt
<TEXT>

                              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


                                January 23, 2004



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 on Form S-3 (Registration Statement
Nos. 333-105815, 333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04)
filed with the Securities and Exchange Commission (the "Commission") and
declared effective by the Commission on June 25, 2003 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), relating
to $100,000,000 aggregate principal amount of the Company's Series T 5.75%
Senior Public Income Notes due January 15, 2044 (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 Twentieth Supplemental Indenture dated as
of January 23, 2004 (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 legally
binding obligation of the Trustee.

           ATLANTA o HONG KONG o LONDON o NORFOLK o RALEIGH o RICHMOND
                TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.


<PAGE>


TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP



Georgia Power Company
January 23, 2004
Page 2


         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 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>

                              Dewey Ballantine LLP
                               New York, New York


                                                           January 23, 2004


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 (Registration Statement Nos. 333-105815,
333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04 ) (the
"Registration Statement") relating to $100,000,000 aggregate principal amount of
Georgia Power Company's (the "Company") Series T 5.75% Senior Public Income
Notes due January 15, 2044 (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 Twentieth Supplemental Indenture dated as of
January 23, 2004 (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 legally
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'


January 23, 2004
Page 2

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>9
<FILENAME>x12_1.txt
<TEXT>




                                                                   Exhibit 12.1
                                                                      1/14/2004
                              GEORGIA POWER COMPANY
            Computation of ratio of earnings to fixed charges for the
                       five years ended December 31, 2002
                     and the year to date September 30, 2003
<TABLE>
<CAPTION>

                                                                                                                         Nine
                                                                                                                        Months
                                                                                                                         Ended
                                                                           Year ended December 31,                   September 30,
                                                        --------------------------------------------------------------------------
                                                            1998       1999         2000        2001         2002         2003
                                                            ----       ----         ----        ----         ----         ----
                                                        -----------------------------Thousands of Dollars-------------------------
EARNINGS  AS DEFINED  IN ITEM 503 OF REGULATION S-K:
<S>                                                     <C>         <C>         <C>         <C>          <C>          <C>
Earnings Before Income Taxes                            $  976,879  $  896,272  $  921,856  $  976,318   $  977,583   $  875,926
  Interest expense, net of amounts capitalized             218,562     196,953     211,410     185,232      169,417      137,608
  Distrib on shares subj to mandatory redemption            54,327      65,774      59,104      59,104       62,553       44,756
  AFUDC - Debt funds                                         7,117      12,429      23,396      13,574        8,405        3,975
                                                        ----------  ----------  ----------  -----------  ----------   -----------
         Earnings as defined                            $1,256,885  $1,171,428  $1,215,766  $1,234,228   $1,217,958   $1,062,265
                                                        ==========  ==========  ==========  ===========  ==========   ===========




FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
  Interest  on long-term  debt                          $  182,879  $  164,375  $  171,994  $  162,546   $  138,850   $  116,967
  Interest on affiliated loans                                   0           0           0      12,389        9,793        3,028
  Interest on interim  obligations                          12,213      19,787      28,262      12,693        3,074            0
  Amort of debt disc, premium  and expense, net             13,378      15,127      14,257      15,106       16,108       11,745
  Other interest  charges                                   17,209      10,094      20,292      (3,929)       9,996        9,843
  Distrib on shares subj to mandatory redemption            54,327      65,774      59,104      59,104       62,553       44,756
                                                        ----------  ----------  ----------  -----------  ----------   -----------
         Fixed charges as defined                       $  280,006  $  275,157  $  293,909  $  257,909   $  240,374   $  186,339
                                                        ==========  ==========  ==========  ===========  ==========   ===========



RATIO OF EARNINGS TO FIXED CHARGES                           4.49        4.26        4.14        4.79         5.07         5.70
                                                             =====       =====       =====       =====        =====        ====

</TABLE>

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


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