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<SEC-DOCUMENT>0000041091-05-000011.txt : 20050120
<SEC-HEADER>0000041091-05-000011.hdr.sgml : 20050120
<ACCEPTANCE-DATETIME>20050120095335
ACCESSION NUMBER:		0000041091-05-000011
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20050113
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050120
DATE AS OF CHANGE:		20050120

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:		05537780

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BOULEVARD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045066526
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<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 13, 2005
                                                -------------------------


Commission        Registrant, State of Incorporation,      I.R.S. Employer
File Number       Address and Telephone Number             Identification No.
- -----------       -----------------------------            -------------------
1-6468            Georgia Power Company                     58-0257110
                  (A Georgia Corporation)
                  241 Ralph McGill Boulevard, N.E.
                  Atlanta, Georgia 30308
                  (404) 506-6526

The address of the registrant has not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


3


Item 8.01.        Other Events.
                  ------------

                On January 13, 2005, Georgia Power Company (the "Company")
entered into an Underwriting Agreement covering the issue and sale by the
Company of $250,000,000 aggregate principal amount of its Series X 5.70% Senior
Notes due January 15, 2045 (the "Series X Senior Notes"). The Series X Senior
Notes were registered under the Securities Act of 1933, as amended, pursuant to
the shelf registration statement, as amended (Registration Nos. 333-121202,
333-121202-01, 333-121202-02, 333-121202-03 and 333-121202-04), of the Company
(the "Registration Statement").

                The consolidated financial statements of Ambac Assurance
Corporation and subsidiaries as of December 31, 2003 and December 31, 2002 and
for each of the years in the three year period ended December 31, 2003 included
in the Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was
filed with the Securities and Exchange Commission (the "Commission") on March
15, 2004; Commission File Number 1-10777); the unaudited consolidated financial
statements of Ambac Assurance Corporation and subsidiaries as of March 31, 2004
and for the periods ended March 31, 2004 and March 31, 2003 included in the
Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the period
ended March 31, 2004 (which was filed with the Commission on May 10, 2004); the
unaudited consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of June 30, 2004 and for the periods ended June 30, 2004 and
June 30, 2003 included in the Quarterly Report on Form 10-Q of Ambac Financial
Group, Inc. for the period ended June 30, 2004 (which was filed with the
Commission on August 9, 2004); the unaudited consolidated financial statements
of Ambac Assurance Corporation and subsidiaries as of September 30, 2004 and for
the periods ended September 30, 2004 and September 30, 2003 included in the
Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the period
ended September 30, 2004 (which was filed with the Commission on November 9,
2004) and the Current Reports on Form 8-K of Ambac Financial Group, Inc. (which
were filed with the Commission on April 22, 2004, July 22, 2004, August 20,
2004, October 20, 2004 and November 12, 2004) as they relate to Ambac Assurance
Corporation, are hereby incorporated by reference in this Current Report on Form
8-K, in the prospectus supplement and in the Registration Statement and shall be
deemed to be a part hereof. The consent of KPMG LLP is filed herewith as Exhibit
24.1.


Item 9.01.  Financial Statements and Exhibits.
            ---------------------------------

            (c) Exhibits.
              1.1     Underwriting Agreement relating to the Series X
                      Senior Notes, dated January 13, 2005, among the
                      Company and Citigroup Global Markets Inc. and
                      Morgan Stanley & Co. Incorporated, as
                      representatives of the several Underwriters named
                      in Schedule I thereto.

              4.1     Twenty-Fourth Supplemental Indenture to Senior
                      Note Indenture dated as of January 20, 2005,
                      providing for the issuance of the Series X Senior
                      Notes.

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

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

             12.1     Computation of ratio of earnings to fixed charges.

             24.1     Consent of KPMG LLP, Independent Registered Public
                      Accounting Firm of Ambac Assurance Corporation.



<PAGE>



                                    SIGNATURE

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

Date:     January 20, 2005             GEORGIA POWER COMPANY



                                       By /s/Wayne Boston
                                             Wayne Boston
                                         Assistant Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>ex1-1.txt
<DESCRIPTION>UBDERWRITING AGREEMENT
<TEXT>
                                                                 Exhibit 1.1

                    $250,000,000 Series X 5.70% Senior Notes
                              due January 15, 2045

                              GEORGIA POWER COMPANY

                             UNDERWRITING AGREEMENT



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

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

         As Representatives 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 representatives (in such capacity
you shall hereinafter be referred to as the "Representatives"), with respect to
the sale by the Company and the purchase by the Underwriters, acting severally
and not jointly, of $250,000,000 aggregate principal amount of the Series X
5.70% Senior Notes due January 15, 2045 (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 Representatives deem
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, N.A. (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
twenty-fourth supplemental indenture, dated as of January 20, 2005, 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, as amended (File Nos.333-121202,
333-121202-01,  333-121202-02,  333-121202-03 and 333-121202-04),  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,  as  amended,  and any  post-effective  amendment
thereto,  each  in the  form  heretofore  delivered  or to be  delivered  to the
Underwriters, has been declared effective by the Commission in such form (except
that copies of the registration  statement,  as amended,  and any post-effective
amendment  delivered  to the  Underwriters  need not include  exhibits but shall
include all  documents  incorporated  by reference  therein);  and no stop order
suspending the effectiveness of such registration  statement has been issued and
no proceeding  for that purpose has been  initiated or, to the best knowledge of
the Company,  threatened  by the  Commission  (any  preliminary  prospectus,  as
supplemented  by  a  preliminary   prospectus   supplement,   included  in  such
registration  statement,  as amended,  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 amended,  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, as amended, 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;  the  Prospectus  as
supplemented  by a  preliminary  prospectus  supplement  dated  January 12, 2005
relating to the Senior Notes,  including any documents incorporated by reference
therein as of such date, being hereinafter called the "Preliminary  Supplemented
Prospectus";  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 Representatives expressly
for use in the  Preliminary  Supplemented  Prospectus or the Final  Supplemented
Prospectus;  or (B) any information  set forth in the  Preliminary  Supplemented
Prospectus or the Final Supplemented  Prospectus under the captions "Description
of the Series X Senior Notes -- Book-Entry Only Issuance -- The Depository Trust
Company" or "The Policy and the Insurer",  under the caption "Experts" appearing
on page S-13 thereof or in Appendix A thereto.

     (c) The Registration Statement,  the Prospectus and, to the extent not used
to confirm sales of the Senior Notes,  the Preliminary  Supplemented  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,  (ii) as of the filing
date thereof as to the Preliminary Supplemented Prospectus,  and (iii) as of the
date of 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  Preliminary  Supplemented  Prospectus  or 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, the
Preliminary  Supplemented  Prospectus  or the Final  Supplemented  Prospectus in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by the  Underwriters  through  the  Representatives  expressly  for use
therein;  or (C) any  information  set  forth  in the  Preliminary  Supplemented
Prospectus or the Final Supplemented  Prospectus under the captions "Description
of the Series X Senior Notes -- Book-Entry Only Issuance -- The Depository Trust
Company" or "The Policy and the Insurer",  under the caption "Experts" appearing
on page S-13 thereof or in Appendix A thereto.

     (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) The Company has duly authorized all necessary  action to be taken by it
for the procurement of an irrevocable  financial  guaranty insurance policy (the
"Insurance  Policy")  issued by Ambac  Assurance  Corporation  (the  "Insurer"),
insuring the payment of principal and interest on the Senior Notes, when due.

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

     (m) The financial statements  incorporated by reference in the Registration
Statement  and the 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 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,  severally and not jointly, 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 Dewey  Ballantine  LLP, 1301 Avenue
of the Americas, New York, New York at 10:00 A.M., New York time, on January 20,
2005 (unless  postponed in accordance with the provisions of Section 10) or such
other time, place or date as shall be agreed upon by the Representatives 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
Representatives.  It is understood  that each  Underwriter  has  authorized  the
Representatives,  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 Representatives, individually and not as
representatives  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 Representatives 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  Representatives  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
Representatives  sufficient conformed copies of the Registration Statement,  the
Prospectus,  the Preliminary  Supplemented 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,  the Preliminary Supplemented 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  Preliminary  Supplemented  Prospectus  and  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 Representatives 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
Representatives 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,  the Company
will file the Final Supplemented  Prospectus with the Commission and will advise
the Representatives of such filing and will confirm such advice in writing.

     (g) During a period of 15 days from the date of this Agreement, the Company
will not,  without  the  Representatives'  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  Representatives  agree 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 counsel for the Underwriters (including the fees and disbursements
         referred to in (iv) below) and 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
         Preliminary Supplemented 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 premium payable to the
         Insurer in connection with the issuance of the Insurance Policy, (xii)
         the cost and charges of any transfer agent or registrar and (xiii) 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.

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  Preliminary  Supplemented
Prospectus or the Final Supplemented  Prospectus,  or any supplement thereto, is
required  pursuant to Rule 424, the Preliminary  Supplemented  Prospectus or 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  Representatives,  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 Representatives 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)  The opinion,  dated the Closing Date, of counsel for the Insurer,
               substantially in the form attached hereto as Schedule V

     (d) 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
Representatives  shall have received a certificate  of the President or any Vice
President of the Company,  and dated as of the Closing  Date, to the effect that
(i) there has been no such material adverse change, (ii) the representations and
warranties  in  Section 1 hereof  are true and  correct  with the same force and
effect as though expressly made at and as of the Closing Date, (iii) the Company
has complied with all  agreements and satisfied all conditions on its part to be
performed or satisfied on or prior to the Closing  Date,  and (iv) no stop order
suspending the  effectiveness of the Registration  Statement has been issued and
no proceedings  for that purpose have been initiated or, to the knowledge of the
Company, threatened by the Commission.

     (e) On the Closing  Date,  the  Representatives  shall have  received  from
Deloitte & Touche LLP a letter dated the Closing  Date to the effect  that:  (A)
they are an independent  registered  public  accounting firm 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 standards
of the Public Company Accounting Oversight Board (United States) ("PCAOB") for a
review of interim financial statement  information as described in PCAOB Interim
Standard AU 722, "Interim  Financial  Information",  on the unaudited  financial
statements,  if any,  of the  Company  incorporated  by  reference  in the Final
Supplemented   Prospectus  and  on  the  latest  available  unaudited  financial
statements of the Company,  if any, for any calendar  quarter  subsequent to the
date of those  incorporated by reference 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  unaudited   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.

     (f) 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  Representatives  and Dewey
Ballantine LLP, counsel for the Underwriters.

     (g) On the Closing  Date,  the Senior  Notes shall have been  approved  for
listing on the New York Stock Exchange upon notice of issuance.

     (h) 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  Representatives,  shall materially  impair the marketability of
the Senior Notes.

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

     (j) On the Closing Date, the  Representatives  shall have received evidence
that the Insurance Policy has been issued by the Insurer and  confirmation  that
the Senior  Notes have been rated at least "Aaa" by Moody's  Investors  Service,
Inc.  and at least  "AAA" by Standard & Poor's,  a division  of The  McGraw-Hill
Companies, Inc.

                  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 Representatives 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
Representatives. 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, the 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,  the Preliminary Supplemented 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,   the  Preliminary   Supplemented   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,   Preliminary
Supplemented Prospectus or Final Supplemented Prospectus in reliance upon and in
conformity  with  information  furnished  in  writing  to  the  Company  by  any
Underwriter  through  the  Representatives  for use therein and except that this
indemnity  with  respect to the  Preliminary  Prospectus,  the  Prospectus,  the
Preliminary Supplemented 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, the Preliminary Supplemented 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,
the Preliminary  Supplemented 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 any Underwriter through
the Representatives 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  Representatives  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  Representatives,  the  marketability  of the Senior
Notes shall have been materially impaired.

     (b) If this Agreement shall be terminated by the  Representatives  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 Representatives 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 Representatives 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 Representatives 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
the 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 Representatives at Citigroup Global Markets Inc., 390 Greenwich
Street, New York, New York 10013, Attention: Howard L. Hiller and Morgan Stanley
& Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: Harold
J. Hendershot, III; 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 any of 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 among 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:

Morgan Stanley & Co. incorporated


By:  ___________________________
      Name:
      Title:


As Representatives of the other Underwriters
named in Schedule I hereto





<PAGE>




NAME OF UNDERWRITER                         Principal Amount of Series X
Senior Notes

Citigroup Global Markets Inc.                                 $41,750,000
Morgan Stanley & Co. Incorporated                              41,750,000
Banc of America Securities LLC                                 41,625,000
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated                                   41,625,000
UBS Securities LLC                                             41,625,000
Wachovia Capital Markets, LLC                                  41,625,000
                                                              ------------
TOTAL                                                        $250,000,000



<PAGE>

                                                          Schedule II

                      [Letterhead of TROUTMAN SANDERS LLP]

                                                       January      , 2005
Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

         As Representatives of the Several Underwriters


                              GEORGIA POWER COMPANY
                Series X 5.70% Senior Notes due January 15, 2045

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
$250,000,000 aggregate principal amount of its Series X 5.70% Senior Notes due
January 15, 2045 (the "Notes") pursuant to a Senior Note Indenture dated as of
January 1, 1998, by and between the Company and JPMorgan Chase Bank, N.A.
(formerly known as The Chase Manhattan Bank), as trustee (the "Trustee"), as
heretofore supplemented and as supplemented by the Twenty-Fourth Supplemental
Indenture dated as of January 20, 2005 (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, 2005 (the "Underwriting
Agreement"), among the Company and the underwriters named in Schedule I thereof
(the "Underwriters") for whom you are acting as Representatives. 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, as amended (File Nos. 333-121202,
333-121202-01, 333-121202-02, 333-121202-03 and 333-121202-04), 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 January 12, 2005, as supplemented by the prospectus supplement
dated January 13, 2005 (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, 2003 (the "Form 10-K"), the Quarterly
Reports on Form 10-Q of the Company for the quarters ended March 31, 2004, June
30, 2004 and September 30, 2004 and the Current Reports on Form 8-K of the
Company dated January 12, 2004, January 15, 2004, February 12, 2004, May 7,
2004, May 18, 2004, July 1, 2004, August 11, 2004, August 11, 2004, August 12,
2004, December 21, 2004, January 10, 2005 and January 13, 2005 (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, 2005,
complied as to form in all material respects with the relevant requirements of
the Act and the applicable rules and regulations of the Commission thereunder
and that the Exchange Act Documents, as of their respective dates of filing with
the Commission, complied as to form in all material respects with the relevant
requirements of the Exchange Act and the applicable rules and regulations of the
Commission thereunder, except that in each case we express no opinion as to the
financial statements or other financial or statistical data contained or
incorporated by reference in the Registration Statement, the Final Supplemented
Prospectus or the Exchange Act Documents, and (ii) nothing came to our attention
which gives us reason to believe that the Registration Statement, as of its
effective date (including the Exchange Act Documents on file with the Commission
as of such date), contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading, or that the Final Supplemented
Prospectus (including the Exchange Act Documents) contained, as of its date, or
contains, on the date hereof, any untrue statement of a material fact or
omitted, as of its date, or omits, on the date hereof, to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that in each
case we express no opinion or belief with respect to the financial statements or
other financial or statistical data contained or incorporated by reference in
the Registration Statement, the Final Supplemented Prospectus or the Exchange
Act Documents and with respect to information set forth in the Final
Supplemented Prospectus under the captions "Description of the Series X Senior
Notes -- Book-Entry Only Issuance -- The Depository Trust Company" or "The
Policy and the Insurer", under the caption "Experts" appearing on page S-13
thereof or in Appendix A thereto.

                  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)(3) 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 13, 2005

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

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

         As Representatives of the Several Underwriters

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

Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004


                              Georgia Power Company
                           Series X 5.70% Senior Notes
                              due January 15, 2045

Ladies and Gentlemen:

                  We have acted as counsel to JPMorgan Chase Bank, N.A.
(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 Twenty-Fourth Supplemental
Indenture dated as of January 20, 2005 (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) Based solely on a certificate from the
Comptroller of the Currency, the Bank is a national banking association formed
under the laws of the United States and is authorized thereunder to transact
the business of banking;

                           (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 articles of association 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      , 2005

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

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

         As Representatives of the Several Underwriters


                              Georgia Power Company
                           Series X 5.70% Senior Notes
                              due January 15, 2045

Ladies and Gentlemen:

                  We have represented you in connection with (i) the issuance by
Georgia Power Company (the "Company") of $250,000,000 aggregate principal amount
of its Series X 5.70% Senior Notes due January 15, 2045 (the "Notes") pursuant
to a Senior Note Indenture dated as of January 1, 1998, by and between the
Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan
Bank), as trustee (the "Trustee"), as heretofore supplemented and as further
supplemented by the Twenty-Fourth Supplemental Indenture dated as of January 20,
2005 (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, 2005 (the "Underwriting Agreement"), among the
Company and the underwriters named in Schedule I thereof (the "Underwriters")
for whom you are acting as Representatives. This opinion is being delivered to
you as Representatives 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, as amended (File Nos. 333-121202,
333-121202-01, 333-121202-02, 333-121202-03 and 333-121202-04), 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 January 12, 2005, as supplemented by a final prospectus supplement
relating to the Notes dated January 13, 2005 (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, 2003
(the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and the
Current Reports on Form 8-K of the Company dated January 12, 2004, January 15,
2004, February 12, 2004, May 7, 2004, May 18, 2004, July 1, 2004, August 11,
2004, August 11, 2004, August 12, 2004, December 21, 2004, January 10, 2005 and
January13, 2005 (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, 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, 2005, 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 captions "Description of the Series X Senior
Notes -- Book-Entry Only Issuance -- The Depository Trust Company" or "The
Policy and the Insurer", under the caption "Experts" appearing on page S-13
thereof or in Appendix A thereto.

                  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)(1) 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





<PAGE>


                                        2


                                                                 Schedule V
        [Letterhead of Ambac Assurance Corporation]

                                                          January      , 2005

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

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

         as Representatives of the Several Underwriters

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

JPMorgan Chase Bank, N.A.
4 New York Plaza
New York, New York 10004

                              Georgia Power Company
                           Series X 5.70% Senior Notes
                              due January 15, 2045

Ladies and Gentleman:

                  This opinion has been requested of the undersigned, a Vice
President and an Assistant General Counsel of Ambac Assurance Corporation., a
Wisconsin stock insurance company ("Ambac Assurance"), in connection with the
issuance by Ambac Assurance of a certain Financial Guaranty Insurance Policy and
endorsement thereto, effective as of the date hereof (the "Policy"), insuring
$250,000,000 in aggregate principal amount of the Georgia Power Company (the
"Issuer") Series X 5.70% Senior Notes due January 15, 2045 (the "Obligations").

                  In connection with my opinion herein, I have examined the
Policy, such statutes, documents and proceedings as I have considered necessary
or appropriate under the circumstances to render the following opinion,
including, without limiting the generality of the foregoing, certain statements
contained in the Prospectus Supplement dated January 13, 2005 to the Prospectus
of the Issuer dated January 12, 2005 relating to the Obligations (the
"Prospectus Supplement") under the headings "The Policy and the Insurer" and
"Appendix A -- Form of Policy".

                  Based upon the foregoing and having regard to legal
considerations I deem relevant, I am of the opinion that:

         1.       Ambac Assurance is a stock insurance corporation duly
                  organized and validly existing under the laws of the State of
                  Wisconsin and duly qualified to conduct an insurance business
                  in the State of Georgia.

         2.       Ambac Assurance has full corporate power and authority to
                  execute and deliver the Policy and the Policy has been duly
                  authorized, executed and delivered by Ambac Assurance and
                  constitutes a legal, valid and binding obligation of Ambac
                  Assurance enforceable in accordance with its terms except to
                  the extent that the enforceability (but not the validity) of
                  such obligation may be limited by any applicable bankruptcy,
                  insolvency, liquidation, rehabilitation or other similar law
                  or enactment now or hereafter enacted affecting the
                  enforcement of creditors' rights.

         3.       The execution and delivery by Ambac Assurance of the Policy
                  will not, and the consummation of the transactions
                  contemplated thereby and the satisfaction of the terms thereof
                  will not, conflict with or result in a breach of any of the
                  terms, conditions or provisions of the Certificate of
                  Authority, Articles of Incorporation or By-Laws of Ambac
                  Assurance, or any restriction contained in any contract,
                  agreement or instrument to which Ambac Assurance is party or
                  by which it is bound or constitute a default under any of the
                  foregoing.

         4.       Proceedings legally required for the issuance of the Policy
                  have been taken by Ambac Assurance and licenses, orders,
                  consents or other authorizations or approvals of any
                  governmental boards or bodies legally required for the
                  enforceability of the Policy have been obtained; any
                  proceedings not taken and any licenses, authorizations or
                  approvals not obtained are not material to the enforceability
                  of the Policy.

         5.       The statements contained in the Prospectus Supplement under
                  the heading "The Policy and the Insurer", insofar as such
                  statements constitutes summaries of the matters referred to
                  therein, accurately reflect and fairly present the information
                  purported to be shown and, insofar as such statements describe
                  Ambac Assurance, fairly and accurately describe Ambac
                  Assurance. The form of Policy contained in the Prospectus
                  Supplement under the heading "Appendix A -- Form of Policy"is
                  a true and complete copy of the form of Policy.

Very truly yours,


Vice President and
Assistant General Counsel


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-1.txt
<DESCRIPTION>SUPPLEMENTAL INDENTURE
<TEXT>
                                                                Exhibit 4.1








                       SAVANNAH ELECTRIC AND POWER COMPANY

                                       TO

                              THE BANK OF NEW YORK,
                                     TRUSTEE






                         SEVENTH SUPPLEMENTAL INDENTURE

                          DATED AS OF DECEMBER 9, 2004









                           SERIES G 5.75% SENIOR NOTES

                              DUE DECEMBER 1, 2044











<PAGE>



TABLE OF CONTENTS1

<TABLE>
                                                                                                      PAGE



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

<S>                                                                                                              <C>
    Series G Senior Notes.........................................................................................1
    SECTION 101.  Establishment...................................................................................1
    SECTION 102.  Definitions.....................................................................................2
    SECTION 103.  Payment of Principal and Interest...............................................................3
    SECTION 104.  Denominations...................................................................................4
    SECTION 105.  Global Security.................................................................................4
    SECTION 106.  Transfer........................................................................................5
    SECTION 107.  Redemption......................................................................................5
    SECTION 108.  Mandatory Redemption............................................................................5

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

    Special Insurance Provisions..................................................................................6
    SECTION 201.  Supplemental Indentures.........................................................................6
    SECTION 202.  Events of Default and Remedies..................................................................6
    SECTION 203.  Insurance Policy Payment Procedures.............................................................7
    SECTION 203.  Application of Term "Outstanding" to Series G Notes.............................................8
    SECTION 204.  Concerning the Special Insurance Provisions.....................................................8

ARTICLE 3.........................................................................................................8

    Miscellaneous Provisions......................................................................................8
    SECTION 301.  Recitals by Company.............................................................................8
    SECTION 302.  Ratification and Incorporation of Original Indenture............................................8
    SECTION 303.  Executed in Counterparts........................................................................8


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.

</TABLE>

<PAGE>


         .........THIS SEVENTH SUPPLEMENTAL INDENTURE is made as of the 9th day
of December, 2004, by and between SAVANNAH ELECTRIC AND POWER COMPANY, a Georgia
corporation, 600 Bay Street, East, Savannah, Georgia 31401 (the "Company"), and
THE BANK OF NEW YORK, a New York banking corporation, 101 Barclay Street, 21
West, New York, New York 10286 (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 March 1, 1998 (the "Original Indenture"),  with The Bank
of New York, as trustee, 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  Seventh  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  Seventh  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 G Senior Notes

         SECTION 101. Establishment. In accordance with Section 301 of the
Original Indenture, there is hereby established a new series of Senior Notes to
be issued under the Indenture, to be designated as the Company's Series G 5.75%
Senior Notes due December 1, 2044 (the "Series G Notes").

         There are to be authenticated and delivered $35,000,000 principal
amount of Series G Notes, and such principal amount of the Series G Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.
All Series G 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 issuance of
additional Series G Notes. Any such additional Series G Notes will have the same
interest rate, maturity and other terms, including the benefit of an insurance
policy, as those initially issued. No Series G 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 G
Notes shall be issued in definitive fully registered form.

         As provided in Section 105 hereof, the Series G 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 G Notes shall be
The Depository Trust Company.

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

         Each Series G 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.

         "Due for Payment" means, when referring to the principal of a Series G
Note, the Stated Maturity and does not refer to any earlier date on which
payment is due by reason of call for redemption, acceleration or other
advancement of maturity and means, when referring to interest on a Series G
Note, the stated date for payment in interest.

         "Fiscal Agent" means U.S. Bank Trust National Association, New York,
New York, or its successor.

         "Insurance Agreement" means that certain Insurance Agreement, dated as
of December 9, 2004, by and between the Company and the Insurer.

         "Insurer" means Financial Guaranty Insurance Company, a New York stock
insurance company, or any successor thereto.

         "Interest Payment Dates" means March 1, June 1, September 1 and
December 1 of each year, commencing March 1, 2005.

         "Mandatory Redemption Event" means the Company's failure to comply with
(i) Section 1.02 of the Insurance Agreement, the continuance of such failure for
a period in excess of 10 days after receipt by the Company of written notice
thereof from the Insurer and the receipt by the Trustee of notice thereof in
accordance with Section 108 hereof; or (ii) Section 3.01 or Section 3.02 of the
Insurance Agreement, the continuance of such failure for a period in excess of
30 days after receipt by the Company of written notice thereof from the Insurer
and the receipt by the Trustee of notice thereof in accordance with Section 108
hereof.

         "Nonpayment" means the failure by the Company to provide sufficient
funds to the Paying Agent for payment in full of all principal or interest on
the Series G Notes Due for Payment and includes any payment of principal or
interest (as applicable) made to a Holder of the Series G Notes by or on behalf
of the Company which has been recovered from such Holder pursuant to the United
States Bankruptcy Code by a trustee in bankruptcy in accordance with a final,
nonappealable order of a court having competent jurisdiction.

         "Original Issue Date" means December 9, 2004.

         "Policy" means the surety bond issued by the Insurer that guarantees
payment of principal of and interest on the Series G Notes when such principal
or interest is Due for Payment.

         "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 December 1, 2044.

         SECTION 103. Payment of Principal and Interest. The principal of the
Series G Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series G 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 G 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 G 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 G 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 G 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 G Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series G 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 G 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 G Notes shall be made upon surrender of the
Series G Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series G 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. Regardless of any other arrangement agreed to between
the Company and the Paying Agent, the Company shall deposit with the Paying
Agent sufficient funds for the principal payment due at the Stated Maturity no
later than one Business Day prior to the Stated Maturity.

         SECTION 104. Denominations. The Series G Notes may be issued in
denominations of $25, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series G 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 G Notes represented by
one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series G 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 G 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.

         Subject to the procedures of the Depositary, a Global Security shall be
exchangeable for Series G 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 G Notes. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Series G 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 G 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 G Notes, except to the Insurer, during a period beginning at the
opening of business fifteen (15) days before the day of the mailing of a notice
pursuant to Section 1104 of the Original Indenture identifying the serial
numbers of the Series G 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 G Notes theretofore selected for redemption in whole or in part, except
the unredeemed portion of any Series G Note redeemed in part.

         SECTION 107. Redemption. The Series G Notes shall be subject to
redemption at the option of the Company, in whole or in part, without premium or
penalty, at any time or from time to time on or after December 9, 2009, 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 the Series G Notes in part only, a new
Series G 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 G 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 G Notes shall, with
respect to the principal thereof, be divisible by $25.

         SECTION 108. Mandatory Redemption. Upon the occurrence of a Mandatory
Redemption Event, the Company shall redeem the Series G Notes, in whole but not
in part, prior to the Stated Maturity upon not less than 30 nor more than 60
days' notice at a Redemption Price equal to 100% of the principal amount plus
accrued and unpaid interest to the Redemption Date. A Mandatory Redemption Event
will be deemed to have occurred at the time that the Trustee receives written
notice from the Insurer of the occurrence of a Mandatory Redemption Event and
such notice shall constitute notice under Section 1102 of the Original Indenture
and shall not be required to be evidenced by a Board Resolution. Subject to the
notice requirements set forth herein, the Company shall redeem the Series G
Notes (i) on December 9, 2009 if the Mandatory Redemption Event occurs on or
prior to October 10, 2009 or (ii) if the Mandatory Redemption Event occurs after
October 10, 2009, within 60 days after the occurrence of the Mandatory
Redemption Event, but in no event earlier than December 9, 2009. Any notice of
redemption required to be given by the Trustee in connection with a redemption
required by this Section 108 need not be given earlier than 15 days after the
date the Trustee receives notice of a Mandatory Redemption Event pursuant to
this Section 108.

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

                                    ARTICLE 2

                          Special Insurance Provisions

         SECTION 201. Supplemental Indentures. The consent of the Insurer shall
be required with respect to any indenture or indentures supplemental to the
Original Indenture requiring the consent of the Holders of the Series G Notes
pursuant to Section 902 of the Original Indenture. The Company shall deliver to
any rating agency rating the Series G Notes notice of each such indenture or
indentures supplemental to the Original Indenture and a copy thereof at least 15
days in advance of its execution and provide the Insurer with a full transcript
of all proceedings related to the execution of any such indenture or indentures
supplemental to the Original Indenture.

         SECTION 202. Events of Default and Remedies. Subject to Section 107 of
the Original Indenture and to the Trust Indenture Act, including, without
limitation, Sections 316(a)(1) and 317(a) thereof, if an Event of Default with
respect to the Series G Notes occurs and is continuing, the Insurer shall be
entitled to control and direct the enforcement of all rights and remedies
granted to the Holders of the Series G Notes or the Trustee for the benefit of
the Holders of the Series G Notes under the Indenture, including, without
limitation, (i) the right to accelerate the principal of the Series G Notes as
provided in Section 502 of the Original Indenture, and (ii) the right to annul
any such declaration of acceleration, and the Insurer shall also be entitled to
approve any waiver of an Event of Default with respect to the Series G Notes,
the obligation of the Trustee to comply with any such direction to be subject to
compliance with the conditions set forth in Sections 512 and 603(e) of the
Original Indenture (as if references in those Sections to Holders were
references to the Insurer) and the protections provided to the Trustee by
Section 601(c)(3) of the Original Indenture shall be applicable with respect to
any direction from the Insurer given pursuant hereto (as if references in said
Section to Holders were references to the Insurer). The Insurer shall be
entitled to notify the Trustee and the Company of a default referred to in
Section 501(4) of the Original Indenture relating to the Series G Notes as if it
were the Holder of at least 25% in principal amount of the Outstanding Series G
Notes, provided that such notice shall otherwise conform to the requirements of
said Section 501(4).

         The Trustee and the Company shall give the Insurer immediate notice of
any default in the payment of the principal of or interest on the Series G Notes
(the obligation of the Trustee to give such notice to be deemed satisfied if the
Paying Agent shall have provided the notice required by Section 203(a) hereof).
The Trustee and the Company shall give the Insurer notice of any event which
with the giving of notice or the passage of time would constitute an Event of
Default with respect to the Series G Notes within 30 days of the Trustee's or
the Company's knowledge thereof, provided that the Trustee shall not be deemed
to have knowledge thereof unless a Responsible Officer of the Trustee assigned
to its Corporate Trust Office shall have actual knowledge thereof or unless the
Trustee shall have received written notice thereof from the Company or the
Holders of at least 25% in principal amount of the Series G Notes then
Outstanding.

         No effect shall be given to payments made under the Policy in
determining whether an Event of Default with respect to the Series G Notes has
occurred or is continuing.

         SECTION 203. Insurance Policy Payment Procedures. (a) If the Paying
Agent does not have sufficient funds for any payment of principal or interest
Due for Payment by reason of the Company's Nonpayment, then any Holder of the
Series G Notes or the Paying Agent will notify the Insurer and the Fiscal Agent
named herein or any successor thereto the identity of which shall have been
evidenced to the Trustee by written notice from the Insurer by telephonic or
telegraphic notice, subsequently confirmed in writing, or written notice by
registered or certified mail. The Insurer shall make such payment to the Fiscal
Agent on the date on which such principal or interest is Due for Payment or
within one Business Day (as defined in the Policy) after receipt of the notice
of Nonpayment, whichever is later, and the Fiscal Agent shall make such payments
in accordance with the Policy. In addition to the foregoing:

         (i) The Paying Agent shall provide the Insurer and the Fiscal Agent
with a list of the Holders entitled to receive principal or interest payments
from the Insurer under the terms of the Policy and shall make arrangements for
the Insurer and the Fiscal Agent to disburse such amount Due for Payment on any
Series G Note to the Holder or the Paying Agent.

         (ii) The Paying Agent shall, at the same time that it provides the
Insurer with the list of Holders, notify the Holders entitled to receive payment
of principal or interest on the Series G Notes from the Insurer (A) as to the
fact of such entitlement, (B) that the Insurer will remit to them or the Paying
Agent all or part of the interest payments Due for Payment, (C) that, except as
provided in paragraph (b) below, in the event that the Holder is entitled to
receive full payment of principal from the Insurer, such Holder must tender the
Series G Note to the Insurer or the Paying Agent with an instrument of transfer
executed in the name of the Insurer and (D) that, except as provided in
paragraph (b) below, in the event that such Holder is entitled to receive
partial payment of principal from the Insurer, such Holder must tender its
Series G Note for payment to the Paying Agent which shall note on such Series G
Note the portion of principal paid by the Paying Agent, and then, with an
acceptable form of assignment executed in the name of the Insurer, to the Fiscal
Agent which will then pay the unpaid portion of principal to the Holder subject
to the terms of the Policy.

         (b) In the event that the Trustee has written notice that any payment
of principal of or interest on a Series G Note has been recovered from a Holder
pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in
accordance with the final, nonappealable order of a court having competent
jurisdiction, the Trustee shall notify the Insurer of such recovery in
accordance with the notice requirements of Section 203(a) hereof and, in the
event a Responsible Officer of the Trustee assigned to its Corporate Trust
Department has actual knowledge of such recovery, or the Trustee has received
written notice from the Company or the Holders of at least 25% in principal
amount of the Series G Notes then Outstanding, the Trustee shall also notify all
Holders that in the event that any Holder's payment is so recovered, such Holder
will be entitled to payment from the Insurer to the extent of such recovery. The
Paying Agent shall furnish to the Insurer its records evidencing the payments of
principal of and interest on the Series G Notes which have been made by the
Paying Agent and subsequently recovered from the Holders, and the dates on which
such payments were made.

         (c) The Insurer shall, to the extent it makes payment of principal of
or interest on the Series G Notes, become subrogated to the rights of the
recipients of such payments in accordance with the terms of the Policy and, to
evidence such subrogation, (i) in the case of subrogation as to claims for past
due interest, the Trustee shall note the Insurer's rights as subrogee on the
Security Register maintained by the Trustee upon receipt from the Insurer of
proof of the payment of interest thereon to the Holder of such Series G Notes
and (ii) in the case of subrogation as to claims for past due principal, the
Trustee shall note the Insurer's rights as subrogee on the Security Register for
the Series G Notes maintained by the Trustee, as Security Registrar, upon
receipt of proof of the payment of the principal thereof to the Holders of such
Series G Notes. Notwithstanding anything in this Seventh Supplemental Indenture
or the Series G Notes to the contrary, the Paying Agent shall make payment of
such past due interest and past due principal directly to the Insurer to the
extent that the Insurer is a subrogee with respect thereto.

         SECTION 204. Application of Term "Outstanding" to Series G Notes. In
the event that the principal and/or interest due on the Series G Notes shall be
paid by the Insurer pursuant to the Policy, the Series G Notes shall remain
Outstanding for all purposes of the Indenture, shall not be considered defeased
or otherwise satisfied and shall not be considered paid by the Company, and the
Indenture and all covenants, agreements and other obligations of the Company to
the Holders of the Series G Notes shall continue to exist and such covenants,
agreements and other obligations shall run to the benefit of the Insurer, and
the Insurer shall be subrogated to the rights of such Holders to the extent of
each such payment.

         SECTION 205. Concerning the Special Insurance Provisions. The
provisions of this Article 2 shall apply notwithstanding anything in the
Indenture to the contrary, but only so long as the Policy shall be in full force
and effect and the Insurer is not in default thereunder.



                                    ARTICLE 3

                            Miscellaneous Provisions

         SECTION 301. Recitals by Company. The recitals in this Seventh
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 G Notes and of this Seventh Supplemental
Indenture as fully and with like effect as if set forth herein in full.

         SECTION 302. 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 further supplemented by this Seventh Supplemental Indenture
shall be read, taken and construed as one and the same instrument.

         SECTION 303. Executed in Counterparts. This Seventh 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>


1410002_1.DOC
                  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:                                     SAVANNAH ELECTRIC AND
                                                     POWER COMPANY


By:                                                  By:
   ------------------------------        -------------------------
         Nancy E. Frankenhauser           Kirby R. Willis
         Comptroller and Corporate        Vice President, Treasurer and Chief
         Secretary                           Financial Officer



ATTEST:                                     THE BANK OF NEW YORK, as Trustee

By:                                                  By:
   -----------------------------            --------------------------------
         Authorized Signatory                     Authorized Signatory


<PAGE>


EXHIBIT A

                              FORM OF SERIES G NOTE




<PAGE>




NO. ____                                                CUSIP NO. 804787 88 5


                       SAVANNAH ELECTRIC AND POWER COMPANY
                           SERIES G 5.75% SENIOR NOTE
                              DUE DECEMBER 1, 2044



       Principal Amount:           $____________

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

       Original Issue Date:        December 9, 2004

       Stated Maturity:            December 1, 2044

       Interest Payment Dates:     March 1, June 1, September 1 and December 1

       Interest Rate:              5.75% per annum

       Authorized Denominations:   $25 or any integral multiple thereof

       Initial Redemption Date:    December 9, 2009


         Savannah Electric and 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 on March 1, 2005, 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 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 G Notes shall be made upon surrender of the
Series G Notes at the Corporate Trust Office of the Trustee. The principal of
and interest on the Series G 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:


                                    SAVANNAH ELECTRIC AND
                                    POWER COMPANY



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


Attest:





           {Seal of SAVANNAH ELECTRIC AND POWER COMPANY appears here}









<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

                                          THE BANK OF NEW YORK,
                                          as Trustee


                                          By:
                                             ---------------------------------
                                                   Authorized Signatory


<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 March 1, 1998, as supplemented (the "Indenture"),
between the Company and The Bank of New York, 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 G 5.75%
Senior Notes due December 1, 2044 (the "Series G 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 G Notes (i) shall, at any time or, from time to time, on or
after December 9, 2009 upon not less than 30 nor more than 60 days' notice to
the holders thereof, be subject to optional redemption at the option of the
Company, in whole or in part, at a Redemption Price equal to 100% of the
principal amount of the Series G Notes to be redeemed plus accrued and unpaid
interest on the Series G Notes to the Redemption Date and (ii) shall be subject
to mandatory redemption, upon not less than 30 nor more than 60 days' notice, in
whole but not in part, at a Redemption Price equal to 100% of the principal
amount of the Series G Notes to be redeemed plus accrued and unpaid interest to
the Redemption Date upon the occurrence of the Company's failure to comply with
(x) Section 1.02 of the Insurance Agreement, dated as of December 9, 2004 (the
"Insurance Agreement"), by and between the Company and Financial Guaranty
Insurance Company (the "Insurer"), the continuance of such failure for a period
in excess of 10 days after receipt by the Company of written notice thereof from
the Insurer and the receipt by the Trustee of notice thereof, or (y) Section
3.01 or Section 3.02 of the Insurance Agreement, the continuance of such failure
for a period in excess of 30 days after receipt by the Company of written notice
thereof from the Insurer and the receipt by the Trustee of notice thereof (each,
a "Mandatory Redemption Event"). Subject to the notice requirements of the
Indenture, the Company shall redeem the Series G Notes (i) on December 9, 2009
if the Mandatory Redemption Event occurs on or prior to October 10, 2009 or (ii)
if the Mandatory Redemption Event occurs after October 10, 2009, within 60 days
after the occurrence of the Mandatory Redemption Event, but in no event earlier
than December 9, 2009.


         The Series G 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 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 $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.

                             STATEMENT OF INSURANCE

         Financial Guaranty Insurance Company (the "Insurer") has issued a
surety bond containing the following provisions with respect to the Series G
Notes, such surety bond being on file at the principal corporate trust office of
Trustee, as paying agent for the Series G Notes (the "Paying Agent"):

         The Insurer hereby unconditionally and irrevocably agrees to pay for
disbursement to the Holders that portion of the principal of and interest on the
Series G Notes which is then Due for Payment and which the Company shall have
failed to provide. Due for Payment means, with respect to principal, the stated
maturity date thereof, and does not refer to any earlier date on which the
payment of principal of the Series G Notes is due by reason of call for
redemption, acceleration or other advancement of maturity and, with respect to
interest, the stated date for payment of such interest.

         Upon receipt of telephonic or telegraphic notice, subsequently
confirmed in writing, or written notice by registered or certified mail, from a
Holder or the Paying Agent to the Insurer that the required payment of principal
or interest has not been made by the Company to the Paying Agent, the Insurer on
the due date of such payment or within one Business Day (as defined in the
surety bond) after receipt of notice of such nonpayment, whichever is later,
will make a deposit of funds, in an account with U.S. Bank Trust National
Association, or its successor as its agent (the "Fiscal Agent"), sufficient to
make the portion of such payment not paid by the Company. Upon presentation to
the Fiscal Agent of evidence satisfactory to it of the Holder's right to receive
such payment and any appropriate instruments of assignment required to vest all
of such Holder's right to such payment in the Insurer, the Fiscal Agent will
disburse such amount to the Holder.

         As used herein the term "Holder" means the person other than the
Company or the borrower(s) of note proceeds who at the time of nonpayment of a
Series G Note is entitled under the terms of such Series G Note to payment
thereof.

         The surety bond is non-cancellable for any reason.

                      Financial Guaranty Insurance Company








<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:

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.


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



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.

                                   THE BANK OF NEW YORK,
                                   as Trustee


                                   By:
                                      ------------------------------------
                                            Authorized Signatory




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>ex5.txt
<DESCRIPTION>OPINION
<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 20, 2005



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, as amended (Registration
Statement Nos. 333-121202, 333-121202-01, 333-121202-02, 333-121202-03 and
333-121202-04), declared effective by the Securities and Exchange Commission
(the "Commission") on January 12, 2005 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), relating to $250,000,000
aggregate principal amount of the Company's Series X 5.70% Senior Notes due
January 15, 2045 (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, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the
"Trustee"), as heretofore supplemented and amended and as further supplemented
and amended by a Twenty-Fourth Supplemental Indenture dated as of January 20,
2005 (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.
                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP
<PAGE>
Georgia Power Company
January 20, 2005
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

                           1301 Avenue of the Americas
                          New York, New York 10019-6092
                        tel 212 259-8000 fax 212 259-6333

                                January 20, 2005

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


         RE:      Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel to the underwriters in connection with the
Registration Statement on Form S-3, as amended (Registration Statement Nos.
333-121202, 333-121202-01, 333-121202-02, 333-121202-03 and 333-121202-04 ),
declared effective by the Securities and Exchange Commission (the "Commission")
on January 12, 2005 (the "Registration Statement"), relating to $250,000,000
aggregate principal amount of Georgia Power Company's (the "Company") Series X
5.70% Senior Notes due January 15 , 2045 (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, N.A. (formerly known as The Chase Manhattan
Bank), as trustee (the "Trustee"), as heretofore supplemented and amended and as
further supplemented and amended by a Twenty-Fourth Supplemental Indenture dated
as of January 20, 2005 (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).

     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 come 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 Commission thereunder.

                                                Very truly yours,



                                                /s/ DEWEY BALLANTINE LLP
                                                DEWEY BALLANTINE LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>ex12.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS
<TEXT>
<TABLE>
<CAPTION>




                                                                                                        Exhibit 12.1
                                                                                                        12/2/2004
                              GEORGIA POWER COMPANY
                              ---------------------
              Computation of ratio of earnings to fixed charges for
                     the five years ended December 31, 2003
                     and the year to date September 30, 2004

                                                                                                                          Nine
                                                                                                                         Months
                                                                                                                         Ended
                                                                                    Year ended December 31,          September 30,
                                                              ---------------------------------------------------------------------
                                                                1999        2000        2001         2002         2003       2004
                                                                ----        ----        ----         ----         ----      ----
                                                              ----------------------------------Thousands of Dollars---------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
<S>                                                           <C>           <C>      <C>          <C>           <C>           <C>
Earnings before income taxes                              $  896,272   $  921,857  $  976,319  $  977,583  $  998,324  $ 933,183
Interest expense, net of amounts capitalized                 196,953      211,409     185,231     169,417     184,138    168,666
Distributions on mandatorily redeemable preferred securities  65,774       59,104      59,104      62,553      59,675     15,839
AFUDC - Debt funds                                            12,429       23,396      13,574       8,405       5,415      5,613
  #REF!                                                   ----------   ----------  ----------  ----------  ----------  ----------

Earnings as defined                                       $1,171,428   $1,215,766  $1,234,228  $1,217,958  $1,247,552  $1,123,301
                                                          ==========   ==========  ==========  ==========  ==========  ==========




FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt                               $   164,375   $  171,994  $  162,546  $  138,850  $  158,587   $  124,040
Interest on affiliated loans                                       0            0      12,389       9,793       3,194       31,232
Interest on interim obligations                               19,787       28,262      12,692       3,074           0            0
Amort of debt disc, premium and expense, net                  15,127       14,257      15,106      16,108      15,598       11,617
Other interest charges                                        10,093       20,292      (3,928)      9,995      12,174        7,390
Distributions on mandatorily redeemable preferred securities  65,774       59,104      59,104      62,553      59,675        15,839
#REF!                                                    -----------   ----------  ----------  ----------  ----------   -----------
Fixed charges as defined                                 $   275,156   $  293,909  $  257,909  $  240,373  $  249,228   $  190,118
                                                         ===========   ==========   =========== ==========  ==========   ===========



RATIO OF EARNINGS TO FIXED CHARGES                              4.26         4.14        4.79        5.07        5.01        5.91
                                                               =====        =====       =====       =====       =====        ====
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>6
<FILENAME>ex24-1.txt
<DESCRIPTION>KPMG LLP CONSENT
<TEXT>
                                             Exhibit 24.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Ambac Assurance Corporation:


We consent to the incorporation by reference in the registration statement (No.
333-121202) of Georgia Power Company (the "Registrant"), and in the Prospectus
Supplement, of the Registrant relating to Georgia Power Company, Series S
5.70% Senior Notes (the "Prospectus Supplement"), via the Form 8-K of the
Registrant filed January 13, 2005 of our report dated February 27, 2004 on the
consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 2003 and 2002, and for each of the years in the
three-year period ended December 31, 2003, which report appears in the Annual
Report on Form 10-K of Ambac Financial Group, Inc., which was filed with the
Securities and Exchange Commission on March 15, 2004, and to the reference to
our firm under the heading "Experts" in the Prospectus Supplement. Our report
refers to changes, in 2003, in Ambac Assurance Corporation's methods of
accounting for variable interest entities and stock-based compensation.


/s/ KPMG LLP
New York, New York
January 19, 2005

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