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<SEC-DOCUMENT>0000041091-05-000025.txt : 20050622
<SEC-HEADER>0000041091-05-000025.hdr.sgml : 20050622
<ACCEPTANCE-DATETIME>20050622154157
ACCESSION NUMBER:		0000041091-05-000025
CONFORMED SUBMISSION TYPE:	U-1/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050622
DATE AS OF CHANGE:		20050622

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:		U-1/A
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-10269
		FILM NUMBER:		05910188

	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>U-1/A
<SEQUENCE>1
<FILENAME>am2_10269.txt
<TEXT>
                                                              File No. 70-10269

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 2 TO
                                    FORM U-1

                           APPLICATION OR DECLARATION

                                      under

                 The Public Utility Holding Company Act of 1935

                              GEORGIA POWER COMPANY
                          241 Ralph McGill Blvd., N.E.
                             Atlanta, Georgia 30308

               (Name of company or companies filing this statement
                  and addresses of principal executive offices)

                              THE SOUTHERN COMPANY

 (Name of top registered holding company parent of each applicant or declarant)

                                 Janice G. Wolfe
                               Corporate Secretary
                              Georgia Power Company
                          241 Ralph McGill Blvd., N.E.
                             Atlanta, Georgia 30308

                   (Names and addresses of agents for service)

                    The Commission is requested to mail signed copies of all
orders, notices and communications to:

       Thomas A. Fanning                              Melissa K. Caen, Esq.
Executive Vice President, Chief                       Troutman Sanders LLP
Financial Officer and Treasurer                    600 Peachtree Street, N.E.
     The Southern Company                                  Suite 5200
   270 Peachtree Street, NW                       Atlanta, Georgia  30308-2216
    Atlanta, Georgia 30303


<PAGE>



The Application pending in the foregoing file is amended and restated in its
entirety as follows.

ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTIONS.

         Georgia Power Company ("Georgia") is a wholly-owned subsidiary of The
Southern Company ("Southern"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"). Georgia proposes to
organize one or more subsidiaries for the purpose of effecting various financing
transactions from time to time through May 31, 2008 involving the issuance and
sale of up to an aggregate of $1,100,000,000 of Preferred Securities (as
hereinafter defined), as described herein.

         In connection with the issuance of Preferred Securities, Georgia
proposes to organize one or more separate subsidiaries as a business trust under
the laws of the State of Georgia or a statutory trust under the laws of the
State of Delaware or other comparable trust in any jurisdiction considered
advantageous by Georgia or any other entity or structure, foreign or domestic,
that is considered advantageous by Georgia. The subsidiaries to be so organized
are hereinafter referred to individually as a "Trust" and collectively as the
"Trusts." Georgia requests that the Securities and Exchange Commission (the
"Commission") reserve jurisdiction over the use of a foreign entity as a Trust.

         The ability to use Trusts in financing transactions can sometimes offer
increased state and/or federal tax efficiency. Increased tax efficiency can
result if a Trust is located in a state or country that has tax laws that make
the proposed financing transaction more tax efficient relative to the sponsor's
existing taxing jurisdiction. However, decreasing tax exposure is usually not

<PAGE>

the primary goal when establishing a Trust. Because of the potential significant
non-tax benefits of such transactions, as discussed below, use of a Trust can
benefit an issuer even without a net improvement in its tax position.

         Trusts can increase a company's ability to access new sources of
capital by enabling it to undertake financing transactions with features and
terms attractive to a wider investor base. Trusts can be established in
jurisdictions and/or in forms that have terms favorable to its sponsor and that
at the same provide targeted investors with attractive incentives to provide
financing. Many of these investors would not be participants in the sponsor's
bank group, and they typically would not hold sponsor bonds or commercial paper.
Thus, they represent potential new sources of capital.

         The respective Trusts will issue and sell from time to time preferred
securities described hereinbelow (the "Preferred Securities"), with a specified
par or stated value or liquidation amount or preference per security.

         Transactions of the Trusts are reported by Georgia on its financial
statements, and it is desirable for Georgia to continue to maintain a degree of
similarity in its financial statements by issuing Preferred Securities through
the Trusts rather than directly issuing subordinated debt. In May 2003, the
Financial Accounting Standards Board ("FASB") issued Statement No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity," which requires reclassification of certain financial
instruments within its scope, including shares that are mandatorily redeemable,
as liabilities. Statement No. 150 is currently effective. In accordance with
Statement No. 150, Georgia reclassified $940,000,000 of its outstanding
mandatorily redeemable Preferred Securities as liabilities effective July 1,


                                       2
<PAGE>

2003. The implementation of Statement No. 150 did not have a material effect on
Georgia's Statements of Income and Cash Flows.

         Georgia will acquire all of the common stock of any Trust for an amount
not less than the minimum required by any applicable law and not exceeding 21%
of the total equity capitalization from time to time of such Trust (i.e., the
aggregate of the equity accounts of such Trust) (the aggregate of such
investment by Georgia being herein referred to as the "Equity Contribution").
Georgia may issue and sell to any Trust, at any time or from time to time in one
or more series, subordinated debentures, promissory notes or other debt
instruments (individually, a "Note" and collectively, the "Notes") governed by
an indenture or other document, and such Trust will apply both the Equity
Contribution made to it and the proceeds from the sale of Preferred Securities
by it from time to time to purchase Notes. Alternatively, Georgia may enter into
a loan agreement or agreements with any Trust under which such Trust will loan
to Georgia (individually, a "Loan" and collectively, the "Loans") both the
Equity Contribution to such Trust and the proceeds from the sale of the
Preferred Securities by such Trust from time to time, and Georgia will issue to
such Trust Notes evidencing such borrowings. As of March 31, 2005, Georgia had
$969,073,000 of Notes payable to such Trusts outstanding.

         Georgia also proposes to guarantee (individually, a "Guaranty" and
collectively, the "Guaranties") (i) payment of dividends or distributions on the
Preferred Securities of any Trust if and to the extent such Trust has funds


                                       3
<PAGE>

legally available therefor, (ii) payments to the Preferred Securities holders of
amounts due upon liquidation of such Trust or redemption of the Preferred
Securities of such Trust and (iii) certain additional amounts that may be
payable in respect of such Preferred Securities. Georgia's credit would support
any such Guaranty.

         Each Note will have a term of up to 50 years. Prior to maturity,
Georgia will pay interest only on the Notes at a rate equal to the dividend or
distribution rate on the related series of Preferred Securities, which dividend
or distribution rate may be either a fixed rate or an adjustable rate to be
determined on a periodic basis by auction or remarketing procedures, in
accordance with a formula or formulae based upon certain reference rates, or by
other predetermined methods. Such interest payments will constitute each
respective Trust's only income and will be used by it to pay dividends or
distributions on the Preferred Securities issued by it and dividends or
distributions on the common stock of such Trust. Dividend payments or
distributions on the Preferred Securities will be made on a monthly or other
periodic basis and must be made to the extent that the Trust issuing such
Preferred Securities has legally available funds and cash sufficient for such
purposes. However, Georgia may have the right to defer payment of interest on
any issue of Notes for up to five or more years. Each Trust will have the
parallel right to defer dividend payments or distributions on the related series
of Preferred Securities for up to five or more years, provided that if dividends
or distributions on the Preferred Securities of any series are not paid for up
to 18 or more consecutive months, then the holders of the Preferred Securities
of such series may have the right to appoint a trustee, special general partner
or other special representative to enforce the Trust's rights under the related
Note and Guaranty. The dividend or distribution rates, payment dates, redemption


                                       4
<PAGE>

and other similar provisions of each series of Preferred Securities will be
substantially identical to the interest rates, payment dates, redemption and
other provisions of the Notes issued by Georgia with respect thereto.

         The Notes and related Guaranties will be subordinate to all other
existing and future unsubordinated indebtedness for borrowed money of Georgia
and will have no cross-default provisions with respect to other indebtedness of
Georgia - i.e., a default under any other outstanding indebtedness of Georgia
would not result in a default under any Note or Guaranty. However, Georgia may
be prohibited from declaring and paying dividends on its outstanding capital
stock and making payments in respect of pari passu debt unless all payments then
due under the Notes and Guaranties (without giving effect to the deferral rights
discussed above) have been made.

         It is expected that Georgia's interest payments on the Notes will be
deductible for federal income tax purposes and that each Trust will be treated
as a passive grantor trust for federal income tax purposes. Consequently,
holders of the Preferred Securities and Georgia will be deemed to have received
distributions in respect of their ownership interests in the respective Trust
and will not be entitled to any "dividends received deduction" under the
Internal Revenue Code of 1986, as amended. The Preferred Securities of any
series, however, may be redeemable at the option of the Trust issuing such
series (with the consent or at the direction of Georgia) at a price equal to
their par or stated value or liquidation amount or preference, plus any accrued
and unpaid dividends or distributions, (i) at any time after a specified date
not later than approximately 10 years from their date of issuance, or (ii) upon


                                       5
<PAGE>

the occurrence of certain events, among them that (x) such Trust is required to
withhold or deduct certain amounts in connection with dividend, distribution or
other payments or is subject to federal income tax with respect to interest
received on the Notes issued to such Trust, or (y) it is determined that the
interest payments by Georgia on the related Notes are not deductible for income
tax purposes, or (z) such Trust becomes subject to regulation as an "investment
company" under the Investment Company Act of 1940, as amended. The Preferred
Securities of any series may also be subject to mandatory redemption upon the
occurrence of certain events that are typical of a transaction of this type.
Georgia also may have the right in certain cases or in its discretion to
exchange the Preferred Securities of any Trust for the Notes or other junior
subordinated debt issued to such Trust. In addition, rather than issuing
Preferred Securities of a Trust, Georgia may instead issue Notes or other junior
subordinated debt directly to purchasers.

         In the event that any Trust is required to withhold or deduct certain
amounts in connection with dividend, distribution or other payments, such Trust
may also have the obligation to "gross up" such payments so that the holders of
the Preferred Securities issued by such Trust will receive the same payment
after such withholding or deduction as they would have received if no such
withholding or deduction were required. In such event, Georgia's obligations
under its related Note and Guaranty may also cover such "gross up" obligation.
In addition, if any Trust is required to pay taxes with respect to income
derived from interest payments on the Notes issued to it, Georgia may be
required to pay such additional interest on the related Notes as shall be
necessary in order that net amounts received and retained by such Trust, after


                                       6
<PAGE>

the payment of such taxes, shall result in the Trust's having such funds as it
would have had in the absence of such payment of taxes.

         For financial reporting purposes, each Trust is a variable interest
entity. On March 31, 2004, Georgia prospectively adopted FASB Interpretation No.
46R, "Consolidation of Variable Interest Entities," which requires the primary
beneficiary of a variable interest entity to consolidate the related assets and
liabilities ("FIN 46R"). The adoption of FIN 46R had no impact on Georgia's net
income. Georgia accounts for its investment in each Trust under the equity
method in accordance with FIN 46R, since Georgia does not meet the FIN 46R
definition of a primary beneficiary.1 The Notes payable by Georgia to such
Trusts are presented as a separate line item on Georgia's balance sheet.
Interest payable on the Notes is reflected as a separate line item on Georgia's
income statement and appropriate disclosures concerning the Preferred
Securities, Guaranties and Notes are included in the notes to Georgia's
financial statements.

            Georgia represents that it will maintain its common equity as a
percentage of capitalization (inclusive of short-term debt) at no less than
thirty percent. Georgia further represents that no guarantees or other
securities may be issued in reliance upon the authorization granted by the
Commission pursuant to this application, unless, upon original issuance, (i) the
security to be issued, if rated, is rated investment grade; (ii) all outstanding

_______________________

1        The primary beneficiary under FIN 46R is the enterprise "that will
         absorb a majority of the entity's expected losses, receive a majority
         of the entity's expected residual returns, or both." If one of the
         parties will absorb a majority of the entity's expected losses and
         another party receives a majority of the expected residual returns,
         "the enterprise absorbing a majority of the losses shall consolidate
         the variable interest entity." In the case of Georgia's Preferred
         Securities, the securityholders have the risk of absorbing the majority
         of the losses through the risk of default by Georgia or the Trusts, and
         therefore are the primary beneficiaries.


                                       7
<PAGE>

securities of Georgia that are rated are rated investment grade; and (iii) all
outstanding securities of Southern that are rated are rated investment grade.
For purposes of this provision, a security will be deemed to be rated
"investment grade" if it is rated investment grade by at least one nationally
recognized statistical rating organization, as that term is used in paragraphs
(c)(2)(vi)(E), (F) and (H) of Rule 15c3-1 under the Securities and Exchange Act
of 1934, as amended. Georgia requests that it be permitted to issue a security
that does not satisfy the foregoing conditions if the requirements of Rule
52(a)(i) and Rule 52(a)(iii) are met and the issue and sale of the security have
been expressly authorized by the Georgia Public Service Commission. Georgia also
requests the Commission to reserve jurisdiction over any guaranties or
securities that do not satisfy these conditions.

         In the event of any voluntary or involuntary liquidation, dissolution
or winding up of any Trust, the holders of the Preferred Securities of such
Trust will be entitled to receive, out of the assets of such Trust available for
distribution to its shareholders, an amount equal to the par or stated value or
liquidation amount or preference of such Preferred Securities plus any accrued
and unpaid dividends or distributions.

         The constituent instruments of each Trust, including its Trust
Agreement, will provide, among other things, that such Trust's activities will
be limited to the issuance and sale of Preferred Securities from time to time
and the lending to Georgia of (i) the proceeds thereof and (ii) the Equity
Contribution to such Trust, and certain other related activities. Accordingly,
it is proposed that no Trust's constituent instruments include any interest or
dividend coverage or capitalization ratio restrictions on its ability to issue


                                       8
<PAGE>

and sell Preferred Securities as each such issuance will be supported by a Note
and Guaranty and such restrictions would therefore not be relevant or necessary
for any Trust to maintain an appropriate capital structure.

         Each Trust's constituent instruments will further state that its common
stock is not transferable (except to certain permitted successors), that its
business and affairs will be managed and controlled by Georgia (or permitted
successor), and that Georgia (or permitted successor) will pay all expenses of
such Trust.

         The effective cost of capital on the Preferred Securities and the
interest rate on the Notes will not exceed competitive market rates available at
the time of issuance of securities, having the same or reasonably similar terms
and conditions issued by companies of reasonably comparable credit quality;
provided that in no event will the effective cost of capital exceed 300 basis
points over U.S. Treasury securities having comparable maturities.

         The underwriting fees, commissions or other similar remuneration paid
in connection with the non-competitive issue, sale or distribution of a security
that is the subject of this application-declaration (not including any original
issue discount) will not exceed 5% of the principal or total amount of the
security being issued.

         Georgia will file, on a quarterly basis (within 60 days following the
close of each calendar quarter), the information required pursuant to Rule 24
with respect to any Trust organized or otherwise acquired pursuant to this
filing. Such filings, if any, will include a representation that the financial
statements of Georgia shall account for any Trust in accordance with generally
accepted accounting principles and shall further disclose, with respect to any


                                       9
<PAGE>

such Trust, (i) the name of the Trust; (ii) the value of Georgia's investment
account in such Trust; (iii) the balance sheet account where the investment and
the cost of the investment are booked; (iv) the amount invested in the Trust by
Georgia; (v) the type of corporate entity; (vi) the percentage owned by Georgia;
(vii) the identification of other owners if not 100% owned by Georgia; (viii)
the purpose of the investment in the Trust and (ix) the amounts and types of
securities to be issued by the Trust. To the extent any securities are issued by
any entity pursuant to this filing, which securities are not set forth on the
balance sheet of Georgia, then the terms and conditions of such securities will
be included in the applicable report filed pursuant to Rule 24.

         Georgia will use the proceeds from the sale of the securities described
herein in connection with its ongoing construction program, to pay scheduled
maturities and/or refundings of its securities, to repay short-term indebtedness
to the extent outstanding and for other general corporate purposes.

         A total amount of $940,000,000 2 Preferred Securities issued through
Trusts are currently outstanding as of March 31, 2005.3 Georgia proposes that
the authorization to issue up to $1,100,000,000 of Preferred Securities sought
in this file would supersede and replace the remaining authorization in the

________________________

2        Georgia's additional long-term debt oustanding at March 31, 2005 was
         approximately $3,809,000,000. Georgia's issuance of this additional
         long-term debt is exempt from the provisions of the Act pursuant to
         Rule 52.

3        Georgia has issued its $940,000,000 outstanding Preferred Securities
         pursuant to two separate orders of the Commission. Pursuant to
         Commission File No. 70-8461 (HCAR No. 27417, dated June 8, 2001),
         Georgia was authorized to issue up to $700,000,000 of Preferred
         Securities through December 31, 2005 (the "June 2001 Order"). Georgia
         issued $440,000,000 of Preferred Securities pursuant to the June 2001
         Order. In Commission File No. 70-10073 (HCAR No. 27584, dated October
         23, 2002), the remaining authority from the June 2001 Order
         ($260,000,000) was superceded and Georgia was authorized to issue up to
         $650,000,000 of Preferred Securities through October 31, 2005 (the
         "October 2002 Order"). Georgia has issued $500,000,000 pursuant to the
         October 2002 Order. Thus, Georgia has remaining authority under the
         October 2002 Order to issue up to an aggregate amount of $150,000,000
         additional Preferred Securities prior to October 31, 2005.


                                       10
<PAGE>

October 2002 Order and be effective immediately upon the date of the
Commission's order herein.

ITEM 2.  FEES, COMMISSIONS AND EXPENSES
         ------------------------------

         The fees and expenses in connection with the proposed transactions
(other than those described in Item 1 hereof and other than underwriting
discounts and commissions) are estimated not to exceed $2,665,000.

ITEM 3.  APPLICABLE STATUTORY PROVISIONS
         -------------------------------

         Georgia considers that Sections 6(a), 7, 9(a), 10 and 12(b) of the Act
and Rules 45, 52 and 54 thereunder are applicable to the proposed transactions.

         The issuance of the Preferred Securities and the issuance of the Notes
and Guaranties to the Trusts are exempt from Sections 6(a), 7 and 12(b) of the
Act by virtue of Rules 52(a) and (b) and 45(b)(1) and (b)(7) thereunder.

         Rule 54 Analysis: The proposed transactions are also subject to Rule
54, which provides that, in determining whether to approve an application which
does not relate to any "exempt wholesale generator" ("EWG") or "foreign utility
company" ("FUCO"), the Commission shall not consider the effect of the
capitalization or earnings of any such EWG or FUCO which is a subsidiary of a
registered holding company if the requirements of Rule 53(a), (b) and (c) are
satisfied.

         Southern currently meets all of the conditions of Rule 53(a). At March
31, 2005, Southern's "aggregate investment," as defined in Rule 53(a)(1), in
EWGs and FUCOs as approximately $265 million, or approximately 4.58% of


                                       11
<PAGE>

Southern's "consolidated retained earnings," also as defined in Rule 53(a)(1),
as of March 31, 2005 ($5.784 billion).4

         In addition, Southern has complied and will continue to comply with the
record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3)
on the use of operating company personnel to render services to EWGs and FUCOs,
and the requirements of Rule 53(a)(4) concerning the submission of copies of
certain filings under the Act to retail rate regulatory commissions. Further,
none of the circumstances described in Rule 53(b) has occurred. Finally, Rule
53(c) is, by its terms, inapplicable since the requirements of paragraphs 53(a)
and 53(b) are satisfied.

ITEM 4.  REGULATORY APPROVAL
         -------------------

         The issuance of the Notes and the Guaranties by Georgia has been
authorized by the Georgia Public Service Commission. Georgia currently has
authority from the Georgia Public Service Commission to issue an aggregate of
$2.19 billion of Preferred Securities and other long-term debt.

         No other state commission (except as aforesaid) has jurisdiction with
respect to the proposed transactions and no federal commission (other than the
Commission) has jurisdiction with respect thereto. Georgia considers that the

____________________________

4        Although Southern owns all of the equity in four indirect subsidiaries
         (EPZ Lease, Inc., Dutch Gas Lease, Inc., GMAOG Lease, Inc. and NUON
         Lease, Inc.), Southern has no direct or indirect investment or any
         aggregate investment within the meaning of Rule 53 in these FUCOs,
         including any direct or indirect guarantees or credit positions related
         to any capital or financing leases. (See Southern's application on Form
         U-1, File No. 70-9727, for further information.) Southern has executed
         limited keep-well commitments whereby Southern would be required to
         make capital contributions to SE Finance Capital Corp. II, SE Finance
         Capital Corp. or SE Finance Company, Inc. in the event of a shortfall
         in the scheduled debt service resulting from certain changes in the
         payments due from Southern under the Southern Company Income Tax
         Allocation Agreement. The maximum potential capital contribution
         required under these commitments is the unamortized balance of the
         related loans, which totaled approximately $403 million as of March 31,
         2005.


                                       12
<PAGE>

Trusts will be exempt from regulation under the Investment Company Act of 1940,
as amended, pursuant to the "finance company" exemption afforded by Rule 3a-5
under such Act.

ITEM 5.  PROCEDURE
         ---------

         Georgia hereby requests that the Commission's order be issued as soon
as the rules allow because it has the opportunity to lower its cost of funds
under current, favorable market conditions. Georgia hereby waives a recommended
decision by a hearing officer or other responsible officer of the Commission,
consents that the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order in this matter, unless
such Division opposes the transactions proposed herein, and requests that there
be no 30-day waiting period between the issuance of the Commission's order and
the date on which it is to become effective.

ITEM 6.  EXHIBITS AND FINANCIAL STATEMENTS
         ---------------------------------

         (a)      Exhibits

                  A-1      - Form of Trust Agreement. (Designated in
                           Registration Statement, File Nos. 333-121202,
                           333-121202-01, 333-121202-02, 333-121202-03 and
                           333-121202-04).

                  A-2      - Form of Amended and Restated Trust Agreement.
                           (Designated in Registration Statement, File Nos.
                           333-121202, 333-121202-01, 333-121202-02,
                           333-121202-03 and 333-121202-04).

                  B-1      - Subordinated Note Indenture between Georgia and
                           JPMorgan Chase Bank, N.A. (formerly known as The
                           Chase Manhattan Bank) (Designated in Certificate of
                           Notification, File No. 70-8461, as Exhibit D).

                                       13
<PAGE>

                  B-2      - Form of Supplemental Indenture to Subordinated Note
                           Indenture between Georgia and JPMorgan Chase Bank,
                           N.A.*

                  B-3      - Form of Guaranty with respect to Preferred
                           Securities. (Designated in Registration Statement,
                           File Nos. 333-121202, 333-121202-01, 333-121202-02,
                           333-121202-03 and 333-121202-04).

                  C        - Registration Statement pursuant to the Securities
                           Act of 1933, as amended. (Filed Electronically
                           January 11, 2005, File Nos. 333-121202,
                           333-121202-01, 333-121202-02, 333-121202-03 and
                           333-121202-04).

                  F        - Opinion of Troutman Sanders LLP.*

                  G        - Form of Notice.*

                  H        - Projected Cash Flow Summary of Georgia for years
                           2005-08 (Filed confidentially pursuant to Rule 104).

                  I        - Projected Capitalization of Georgia for years
                           2005-08 (Filed confidentially pursuant to Rule 104).

         *Previously filed.

         Exhibits heretofore filed with the Commission and designated as set
forth above are hereby incorporated herein by reference and made a part hereof
with the same effect as if filed herewith.

         (b)  Financial Statements.

                           Balance Sheet of Georgia at March 31, 2005.
                  (Designated in Georgia's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 2005, File No. 1-6468.)

                           Statements of income of Georgia for the period ended
                  March 31, 2005. (Designated in Georgia's Quarterly Report on
                  Form 10-Q for the quarter ended March 31, 2005, File No.
                  1-6468.)

                                       14
<PAGE>

         Since March 31, 2005, there have been no material adverse changes, not
in the ordinary course of business, in the financial condition of Georgia from
that set forth in or contemplated by the foregoing financial statements.

ITEM 7.  INFORMATION AS TO ENVIRONMENTAL EFFECTS
         ---------------------------------------

         a) As described in Item 1, the proposed transactions are of a routine
and strictly financial nature in the ordinary course of Georgia's business.
Accordingly, the Commission's action in this matter will not constitute any
major federal action significantly affecting the quality of the human
environment.

         b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transactions.

                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to be signed on
its behalf by the undersigned hereunto duly authorized.

Dated:  June 22, 2005                                 GEORGIA POWER COMPANY



                                                      By: /s/Wayne Boston
                                                            Wayne Boston
                                                         Assistant Secretary

                                       15
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