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<SEC-DOCUMENT>0000041091-05-000019.txt : 20050419
<SEC-HEADER>0000041091-05-000019.hdr.sgml : 20050419
<ACCEPTANCE-DATETIME>20050419163359
ACCESSION NUMBER:		0000041091-05-000019
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050412
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050419
DATE AS OF CHANGE:		20050419

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:		05759609

	BUSINESS ADDRESS:	
		STREET 1:		241 RALPH MCGILL BOULEVARD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30308
		BUSINESS PHONE:		4045066526

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

                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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


Date of Report (Date of earliest event reported)        April 12, 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>


2

Item 8.01.        Other Events.

                On April 12, 2005, Georgia Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$125,000,000 aggregate principal amount of its Series Y 5.80% Senior Notes due
April 15, 2035 (the "Series Y Senior Notes"). The Series Y 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").

Item 9.01.      Financial Statements and Exhibits.

                (c) Exhibits.

         1.1      Underwriting Agreement relating to the Series Y Senior Notes,
                  dated April 12, 2005, among the Company and Barclays Capital
                  Inc., ABN AMRO Incorporated, Blaylock & Company, Inc. and
                  SunTrust Capital Markets, Inc., as the Underwriters named in
                  Schedule I thereto.

         4.1      Twenty-Fifth Supplemental Indenture to Senior Note Indenture
                  dated as of April 19, 2005, providing for the issuance of the
                  Series Y Senior Notes.

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

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

         12.1     Computation of ratio of earnings to fixed charges.



<PAGE>



                                    SIGNATURE

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

Date:     April 19, 2005                                GEORGIA POWER COMPANY



                                                        By    /s/Wayne Boston
                                                               Wayne Boston
                                                            Assistant Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>x1-1.txt
<TEXT>
                                                                     Exhibit 1.1
                    $125,000,000 Series Y 5.80% Senior Notes
                               due April 15, 2035

                              GEORGIA POWER COMPANY

                             UNDERWRITING AGREEMENT

                                 April 12, 2005

Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

         As Representative of the Several Underwriters

Ladies and Gentlemen:

                  Georgia Power Company, a Georgia corporation (the "Company"),
confirms its agreement (the "Agreement") with you and each of the other
Underwriters named in Schedule I hereto (collectively, the "Underwriters", which
term shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof) for whom you are acting as representative (in such capacity
you shall hereinafter be referred to as the "Representative"), with respect to
the sale by the Company and the purchase by the Underwriters, acting severally
and not jointly, of $125,000,000 aggregate principal amount of the Series Y
5.80% Senior Notes due April 15, 2035 (the "Senior Notes") as set forth in
Schedule I hereto.

                  The Company understands that the Underwriters propose to make
a public offering of the Senior Notes as soon as the Representative deems
advisable after this Agreement has been executed and delivered. The Senior Notes
will be issued pursuant to an indenture, dated as of January 1, 1998 (the "Base
Indenture"), by and between the Company and JPMorgan Chase Bank, 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-fifth supplemental indenture, dated as of April 19, 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,
                  as amended, has been issued and no proceeding for that purpose
                  has been initiated or, to the best knowledge of the Company,
                  threatened by the Commission (any preliminary prospectus
                  included in such registration statement, 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; and the Prospectus as amended or supplemented in
                  final form by a prospectus supplement relating to the Senior
                  Notes in the form in which it is filed with the Commission,
                  pursuant to Rule 424(b) under the 1933 Act in accordance with
                  Section 3(e) hereof, including any documents incorporated by
                  reference therein as of the date of such filing, being
                  hereinafter called the "Final Supplemented Prospectus".

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

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

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

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

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

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

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

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

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

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

         (l)      The financial statements incorporated by reference in the
                  Registration Statement and the Final Supplemented Prospectus,
                  together with the related schedules and notes, present fairly,
                  in all material respects, the financial position, results of
                  operations and cash flows of the Company as of and for the
                  dates indicated; said financial statements have been prepared
                  in conformity with accounting principles generally accepted in
                  the United States ("GAAP") applied on a consistent basis
                  (except that the unaudited financial statements may be subject
                  to normal year-end adjustments) throughout the periods
                  involved and necessarily include amounts that are based on the
                  best estimates and judgments of management. The selected
                  financial data and the summary financial information included
                  in the 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 98.633% of the
                  principal amount thereof.

         (b)      Payment of the purchase price and delivery of certificates for
                  the Senior Notes shall be made at the offices of Troutman
                  Sanders LLP, 600 Peachtree Street, NE, Suite 5200, Atlanta,
                  Georgia at 10:00 A.M., New York time, on April 19, 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 Representative and the Company (such time and date of
                  payment and delivery being herein called the "Closing Date").
                  Payment shall be made to the Company by wire transfer in
                  federal funds at the Closing Date against delivery of the
                  certificates for Senior Notes to the Representative. It is
                  understood that each Underwriter has authorized the
                  Representative, for each Underwriter's account, to accept
                  delivery of, receipt for and make payment of the principal
                  amount of the Senior Notes which each Underwriter has agreed
                  to purchase. The Representative, individually and not as a
                  representative of the Underwriters, may (but shall not be
                  obligated to) make payment of the principal amount of the
                  Senior Notes to be purchased by any Underwriter whose payment
                  has not been received by the Closing Date, but such payment
                  shall not relieve such Underwriter from its obligations
                  hereunder.

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

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

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

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

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

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

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

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

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

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

                  Except as otherwise provided in Section 9 hereof, the
Underwriters shall pay all other expenses incurred by them in connection with
their offering of the Senior Notes.

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

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

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

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

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

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

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

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

(e) On the Closing Date, the Representative shall have received from Deloitte &
Touche LLP a letter dated the Closing Date to the effect that: (A) they are 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 Representative and Dewey
Ballantine LLP, counsel for the Underwriters.

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

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

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

SECTION 6. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

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

SECTION 7. INDEMNIFICATION.

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

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

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

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

SECTION 9. TERMINATION OF AGREEMENT.

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

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

SECTION 10. DEFAULT BY AN UNDERWRITER.

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

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

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

                  No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.

                  In the event of any such default which does not result in a
termination of this Agreement, either the Representative or the Company shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
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 Representative at Barclays Capital Inc., 200 Park Avenue, New
York, New York 10166, Attention: Transactions Management; 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: /s/Wayne Boston
                                             Name: Wayne Boston
                                            Title: Assistant Secretary

CONFIRMED AND ACCEPTED,
as of the date first above written

BARCLAYS CAPITAL INC.


By:  /s/Jim Glascott
      Name: Jim Glascott
      Title: Managing Director

As Representative of the other Underwriters
named in Schedule I hereto





<PAGE>



Schedule I

NAME OF UNDERWRITER                         Principal Amount of Series Y

Senior Notes

Barclays Capital Inc.                              $89,214,285
ABN AMRO Incorporated                              $12,500,000
Blaylock & Company, Inc.                           $12,500,000
SunTrust Capital Markets, Inc.                     $10,785,715
TOTAL                                              $125,00,000



<PAGE>



Schedule II

[Letterhead of TROUTMAN SANDERS LLP]

April [o], 2005

Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

         As Representative of the Several Underwriters

GEORGIA POWER COMPANY
Series Y ______% Senior Notes due April 15, 2035

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
$125,000,000 aggregate principal amount of its Series Y ______% Senior Notes due
April 15, 2035 (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-Fifth Supplemental
Indenture dated as of April 19, 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 April ___, 2005 (the "Underwriting
Agreement"), among the Company and the underwriters named in Schedule I thereof
(the "Underwriters") for whom you are acting as Representative. This opinion is
being delivered to you pursuant to Section 5(c)(1) of the Underwriting
Agreement.

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

                  In rendering the opinions expressed below, we have examined
the registration statement on Form S-3, 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 April ___, 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, 2004 (the "Form 10-K") and the Current
Reports on Form 8-K of the Company dated January 10, 2005, January 13, 2005,
February 16, 2005, February 21, 2005 and April ___, 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 April ___, 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 the date
of filing of the Form 10-K (including the Exchange Act Documents on file with
the Commission as of such date), contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading, or that the
Final Supplemented Prospectus (including the Exchange Act Documents) contained,
as of its date, or contains, on the date hereof, any untrue statement of a
material fact or omitted, as of its date, or omits, on the date hereof, to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, except that in
each case we express no opinion or belief with respect to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Final Supplemented Prospectus or
the Exchange Act Documents and with respect to information set forth in the
Final Supplemented Prospectus under the caption "Description of the Series Y
Senior Notes -- Book-Entry Only Issuance -- The Depository Trust Company".

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

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

April ___, 2005

Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

         As Representative of the Several Underwriters

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

Georgia Power Company
Series Y ______% Senior Notes

due April 15, 2035

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-Fifth Supplemental
Indenture dated as of April 19, 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]


April ___, 2005

Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

         As Representative of the Several Underwriters

Georgia Power Company
Series Y ____% Senior Notes

due April 15, 2035

Ladies and Gentlemen:

                  We have represented you in connection with (i) the issuance by
Georgia Power Company (the "Company") of $125,000,000 aggregate principal amount
of its Series Y ______% Senior Notes due April 15, 2035 (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-Fifth Supplemental Indenture dated as of April ___,
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 April __, 2005 (the "Underwriting Agreement"), among the Company
and the underwriters named in Schedule I thereof (the "Underwriters") for whom
you are acting as Representative. This opinion is being delivered to you
pursuant to Section 5(c)(3) of the Underwriting Agreement.

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

                  In rendering the opinions expressed below, we have examined
the registration statement on Form S-3, 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 April __, 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") and the Current Reports on Form 8-K of the Company dated
January 10, 2005, January 13, 2005, February 16, 2005, February 21, 2005 and
April __, 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 April __, 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 the date of filing
of the Form 10-K (including the Exchange Act Documents on file with the
Commission as of such date), contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading, or that the Final
Supplemented Prospectus (including the Exchange Act Documents) contained, as of
its date, or contains, on the date hereof, any untrue statement of a material
fact or omitted, as of its date, or omits, on the date hereof, to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that in
each case we express no opinion or belief with respect to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Final Supplemented Prospectus or
the Exchange Act Documents and with respect to information set forth in the
Final Supplemented Prospectus under the caption "Description of the Series Y
Senior Notes -- Book-Entry Only Issuance -- The Depository Trust Company".

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

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that Troutman Sanders LLP may rely on this opinion in giving its
opinions pursuant to Section 5(c)(1) of the Underwriting Agreement and to
Sections 102, 302 and 904 of the Indenture, insofar as such opinions relate to
matters of New York law.

                                                     Very truly yours,

                                                     DEWEY BALLANTINE LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>x4-1.txt
<TEXT>
                                                                     Exhibit 4.1








                              GEORGIA POWER COMPANY

                                       TO

                           JPMORGAN CHASE BANK, N.A.,

                                     TRUSTEE

                       TWENTY-FIFTH SUPPLEMENTAL INDENTURE
                           DATED AS OF APRIL 19, 2005
                           SERIES Y 5.80% SENIOR NOTES
                               DUE APRIL 15, 2035





<PAGE>



TABLE OF CONTENTS1

                                                                    PAGE

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

Series Y 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 Securities.......................................4
SECTION 106.  Transfer................................................5
SECTION 107.  Redemption at the Company's Option......................5

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

Miscellaneous Provisions..............................................6
SECTION 201.  Recitals by Company.....................................6
SECTION 202.  Ratification and Incorporation of Original
         Indenture....................................................6
SECTION 203.  Executed in Counterparts................................6


1This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.


<PAGE>



         .........THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE is made as of the
19th day of April, 2005, by and between GEORGIA POWER COMPANY, a Georgia
corporation, 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374 (the
"Company"), and JPMORGAN CHASE BANK, N.A., a national banking association, 4 New
York Plaza, New York, New York 10004 (the "Trustee").

                                           W I T N E S S E T H:

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

         .........WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented and as further
supplemented by this Twenty-Fifth 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 Twenty-Fifth 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 Y Senior Notes

         SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series Y 5.80% Senior Notes due April 15, 2035 (the "Series Y Notes").

         There are to be authenticated and delivered $125,000,000 principal
amount of Series Y Notes, and such principal amount of the Series Y Notes may be
increased from time to time pursuant to Section 301 of the Original Indenture.
All Series Y Notes need not be issued at the same time and such series may be
reopened at any time, without the consent of any Holder, for issuances of
additional Series Y Notes. Any such additional Series Y Notes will have the same
interest rate, maturity and other terms as those initially issued. No Series Y
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 Y Notes shall be issued in definitive fully
registered form.

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

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

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

         The Series Y Notes will not have a sinking fund.

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

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series Y Notes to the Initial Redemption Date that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Initial Redemption Date.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day in New York City preceding such Redemption Date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "H.15(519)" or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
Redemption Date.

         "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.

         "Initial Redemption Date" means April 15, 2015.

         "Interest Payment Dates" means April 15 and October 15 of each year,
commencing October 15, 2005.

         "Original Issue Date" means April 19, 2005.

         "Reference Treasury Dealer" means a primary United States Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.

         "Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such Redemption Date).

         "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 April 15, 2035.

         "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

         SECTION 103. Payment of Principal and Interest. The principal of the
Series Y Notes shall be due at Stated Maturity (unless earlier redeemed). The
unpaid principal amount of the Series Y Notes shall bear interest at the rate of
5.80% per annum until paid or duly provided for. Interest shall be paid
semiannually in arrears on each Interest Payment Date to the Person in whose
name the Series Y 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 Y 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 Y 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 Y 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 Y Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series Y 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 Y Notes 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.

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

         SECTION 104. Denominations. The Series Y Notes may be issued in
denominations of $1,000, or any integral multiple thereof.

         SECTION 105. Global Securities. The Series Y 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 Y Notes represented by
one or more Global Securities will not be exchangeable for, and will not
otherwise be issuable as, Series Y 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 Y 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 Y 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 Y Notes. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Series Y 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 Y 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 Y Notes during a period beginning at the opening of business fifteen
(15) days before the date of the mailing of a notice pursuant to Section 1104 of
the Original Indenture identifying the serial numbers of the Series Y Notes to
be called for redemption, and ending at the close of business on the day of the
mailing, or (b) to issue, transfer or exchange any Series Y Notes theretofore
selected for redemption in whole or in part, except the unredeemed portion of
any Series Y Notes redeemed in part.

            SECTION 107. Redemption at the Company's Option. The Series Y Notes
will be subject to redemption at the option of the Company in whole or in part
at any time and from time to time upon not less than 30 nor more than 60 days'
notice. The Company shall have the right to redeem the Series Y Notes in whole
or in part at a redemption price (the "Redemption Price") equal to:

                  (i) if the Redemption Date is prior to April 15, 2015, the
         greater of (1) 100% of the principal amount of the Series Y Notes to be
         redeemed or (2) the sum of the present values of the remaining
         scheduled payments of principal and interest on the Series Y Notes
         being redeemed to April 15, 2015 (for purposes of this calculation, the
         remaining scheduled payment of principal is deemed payable on the
         Initial Redemption Date and the remaining scheduled payments of
         interest are those interest payments payable on or before the Initial
         Redemption Date) (excluding the portion of any such interest accrued to
         the date of redemption) discounted (for purposes of determining present
         value) to the Redemption Date on a semi-annual basis (assuming a
         360-day year consisting of twelve 30-day months) at a discount rate
         equal to the Treasury Yield plus 20 basis points; or

                  (ii) if the Redemption Date is on or after April 15, 2015 and
         prior to maturity, 100% of the principal amount of the Series Y Notes
         to be redeemed,

plus, in each case, accrued interest thereon to the date of redemption.

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

         Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture except that any notice of redemption shall not specify the
Redemption Price but only the manner of calculation thereof. The Trustee shall
not be responsible for the calculation of the Redemption Price. The Company
shall calculate the Redemption Price and promptly notify the Trustee thereof.

         Any redemption of less than all of the Series Y Notes shall, with
respect to the principal thereof, be divisible by $1,000.

                                    ARTICLE 2

                            Miscellaneous Provisions

         SECTION 201. Recitals by Company. The recitals in this Twenty-Fifth
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 Y Notes and of this Twenty-Fifth Supplemental
Indenture as fully and with like effect as if set forth herein in full.

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

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


<PAGE>



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

ATTEST:                                GEORGIA POWER COMPANY


By:/s/ Wayne Boston                    By:/s/ Cliff S. Thrasher
   -----------------------------          --------------------------------------
         Wayne Boston                     Cliff S. Thrasher
         Assistant Secretary              Executive Vice President,
                                          Chief Financial Officer and Treasurer

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


By:/s/ Rosa Ciaccia                    By:/s/ Carol Ng
   -----------------------------          --------------------------------------
         Rosa Ciaccia                     Carol Ng
         Trust Officer                    Vice President


<PAGE>


EXHIBIT A

                              FORM OF SERIES Y NOTE


<PAGE>






NO. ____                                                  CUSIP NO. 373334 FZ 9


                              GEORGIA POWER COMPANY
                           SERIES Y 5.80% SENIOR NOTE
                               DUE APRIL 15, 2035

       Principal Amount:            $_____________

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

       Original Issue Date:         April 19, 2005

       Stated Maturity:             April 15, 2035

       Interest Payment Dates:      April 15 and  October 15

       Interest Rate:               5.80% per annum

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


         Georgia Power Company, a Georgia corporation (the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_____________________, or registered assigns, the principal sum of
___________________________DOLLARS ($___________) on the Stated Maturity shown
above (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, semiannually in arrears on
each Interest Payment Date as specified above, commencing on October 15, 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 the Stated Maturity or on any
Redemption Date will be paid to the Person to whom principal is payable. Except
as otherwise provided in the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
is registered at the close of business on a Special Record Date for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), with the same force and effect
as if made on the date the payment was originally payable. A "Business Day"
shall mean any day other than a Saturday or a Sunday or a day on which banking
institutions in New York City are authorized or required by law or executive
order to remain closed or a day on which the Corporate Trust Office of the
Trustee is closed for business.

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

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

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


<PAGE>






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

Dated:

                             GEORGIA POWER COMPANY



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


Attest:




                  {Seal of GEORGIA POWER COMPANY appears here}









<PAGE>



                          CERTIFICATE OF AUTHENTICATION

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

                                                     JPMORGAN CHASE BANK, N.A.,
                                                     as Trustee

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


<PAGE>


(Reverse Side of Note)


         This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of January 1, 1998, as supplemented (the "Indenture"),
between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank), as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures incidental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes issued thereunder and of the terms upon
which said Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof as Series Y 5.80% Senior Notes
due April 15, 2035 (the "Series Y 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 Y Notes will be subject to redemption at the option
of the Company in whole or in part at any time and from time to time upon not
less than 30 nor more than 60 days' notice. The Company shall have the right to
redeem the Series Y Notes in whole or in part at a redemption price (the
"Redemption Price") equal to:

                  (i) if the Redemption Date is prior to April 15, 2015, the
         greater of (1) 100% of the principal amount of the Series Y Notes to be
         redeemed or (2) the sum of the present values of the remaining
         scheduled payments of principal and interest on the Series Y Notes
         being redeemed to April 15, 2015 (for purposes of this calculation, the
         remaining scheduled payment of principal is deemed payable on April 15,
         2015 (the "Initial Redemption Date") and the remaining scheduled
         payments of interest are those interest payments payable on or before
         the Initial Redemption Date) (excluding the portion of any such
         interest accrued to the date of redemption) discounted (for purposes of
         determining present value) to the Redemption Date on a semi-annual
         basis (assuming a 360-day year consisting of twelve 30-day months) at a
         discount rate equal to the Treasury Yield (as defined below) plus 20
         basis points; or

                  (ii) if the Redemption Date is on or after April 15, 2015 and
         prior to maturity, 100% of the principal amount of the Series Y Notes
         to be redeemed,

plus, in each case, accrued interest thereon to the date of redemption.

         "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series Y Notes to the Initial Redemption Date that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Initial Redemption Date.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day in New York City preceding such Redemption Date, as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "H.15(519)" or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
Redemption Date.

         "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by the Company and reasonably
acceptable to the Trustee.

         "Reference Treasury Dealer" means a primary United States Government
securities dealer in New York City appointed by the Company and reasonably
acceptable to the Trustee.

         "Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in New York City preceding such Redemption Date).

         The Trustee shall not be responsible for the calculation of the
Redemption Price. The Company shall calculate the Redemption Price and promptly
notify the Trustee thereof.

         In the event of redemption of this Note in part only, a new Note or
Notes of this Series for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the surrender hereof.

         The Series Y Notes will not have a sinking fund.

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

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

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

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

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

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

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


<PAGE>





1362763_4.DOC

                                  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.

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



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


<PAGE>



                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

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

                                 JPMORGAN CHASE BANK, N.A.,
                                 as Trustee

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>x5-1.txt
<TEXT>
                                                                     Exhibit 5.1
                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP
                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000

                                 April 19, 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 $125,000,000
aggregate principal amount of the Company's Series Y 5.80% Senior Notes due
April 15, 2035 (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-Fifth Supplemental Indenture dated as of April 19, 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 NEW YORK o NORFOLK o RALEIGH
           RICHMONDo TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.


<PAGE>

TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP

Georgia Power Company
April 19, 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

                                                                 April 19, 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 on January 12, 2005
(the "Registration Statement"), relating to $125,000,000 aggregate principal
amount of Georgia Power Company's (the "Company") Series Y 5.80% Senior Notes
due April 15, 2035 (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-Fifth Supplemental Indenture dated as of
April 19, 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'

       NEW YORK WASHINGTON, D.C. LOS ANGELES EAST PALO ALTO HOUSTON AUSTIN
               LONDON WARSAW BUDAPEST PRAGUE FRANKFURT MILAN ROME


<PAGE>


April 19, 2005
Page 2

rights generally and to general principles of equity, whether considered in a
proceeding at law or in equity).

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

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

                                Very truly yours,

                             /s/Dewey Ballantine LLP

                              DEWEY BALLANTINE LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>5
<FILENAME>x12-1.txt
<TEXT>



                                                                   Exhibit 12.1
                                                                       3/1/2005

                              GEORGIA POWER COMPANY
              Computation of ratio of earnings to fixed charges for
                     the five years ended December 31, 2004

<TABLE>
<CAPTION>

                                                             -----------------------------------------------------------------
                                                                 2000         2001          2002         2003          2004
                                                                 ----         ----          ----         ----          ----
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
<S>                                                          <C>          <C>           <C>          <C>           <C>
Earnings before income taxes                                 $  921,857   $  976,319    $  977,583   $  998,324    $1,040,005
Interest expense, net of amounts capitalized                    211,409      185,231       169,417      184,138       228,526
Distributions on mandatorily redeemable preferred securities     59,104       59,104        62,553       59,675        15,839
AFUDC - Debt funds                                               23,396       13,574         8,405        5,415         8,824
                                                             -----------  -----------   -----------  -----------   -----------
Earnings as defined                                          $1,215,766   $1,234,228    $1,217,958   $1,247,552    $1,293,194
                                                             ===========  ===========   ===========  ===========   ===========




FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt                                   $  171,994   $  162,546    $  138,850   $  158,587    $  167,821
Interest on affiliated loans                                          0       12,389         9,793        3,194        46,315
Interest on interim obligations                                  28,262       12,692         3,074            0             0
Amort of debt disc, premium and expense, net                     14,257       15,106        16,108       15,598        15,533
Other interest charges                                           20,292       (3,928)        9,995       12,174         7,682
Distributions on mandatorily redeemable preferred securities     59,104       59,104        62,553       59,675        15,839
                                                             -----------  -----------   -----------  -----------   -----------
Fixed charges as defined                                     $  293,909   $  257,909    $  240,373   $  249,228    $  253,190
                                                             ===========  ===========   ===========  ===========   ===========



RATIO OF EARNINGS TO FIXED CHARGES                                 4.14         4.79          5.07         5.01          5.11
                                                                   ====         ====          ====         ====          ====

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