GEORGIA POWER CAPITAL TRUST I
8-A12B, 1996-08-21
ELECTRIC SERVICES
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                                    FORM 8-A



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                       FOR REGISTRATION OF CERTAIN CLASSES
                            OF SECURITIES PURSUANT TO
                           SECTION 12(b) or (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                          GEORGIA POWER CAPITAL TRUST I
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               DELAWARE                                51-6505000
- -------------------------------------------------------------------------------
(State of incorporation or organization)      (IRS Employer Identification No.)


333 Piedmont Avenue, NE, Atlanta, Georgia                  30308
- -------------------------------------------------------------------------------
 (Address of principal executive offices)                (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


                                                       Name of each exchange
      Title of each class                             on which each class is
      to be so registered                               to be so registered
- ------------------------------------------------------------------------------

7.75% Trust Preferred Securities                      New York Stock Exchange
  (liquidation amount $25 per
     Preferred Security)

Securities to be registered pursuant to Section 12(g) of the Act:


                                     -None-



<PAGE>


- -------------------------------------------------------------------------------
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
- -------------------------------------------------------------------------------


Item 1.      Description of Registrant's Securities to be Registered.

             This Registration Statement relates to the 7.75% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) (the "Preferred
Securities") of Georgia Power Capital Trust I, a Delaware business trust
("Georgia Power Capital"). A description of the Preferred Securities is
contained in the Registration Statement on Form S-3, as amended, of Georgia
Power Company and Georgia Power Capital, Registration Nos. 333-06037 and
333-06037-01, filed pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). Such description is incorporated herein by this reference. A
description of the Preferred Securities will also be included in a form of
prospectus subsequently filed by Georgia Power Company and Georgia Power Capital
pursuant to Rule 424(b) under the Securities Act. Such prospectus shall be
deemed to be incorporated by reference herein.


Item 2.       Exhibits.

Exhibit Number

           1           --    Registration Statement on Form S-3, as amended,
                             filed by Georgia Power Company and
                             Georgia Power Capital (Registration Nos. 333-06037
                             and 333-06037-01) (the "Registration Statement")
                             (incorporated herein by reference).

           4(a)        --    Certificate of Trust of Georgia Power Capital
                             (designated in the Registration Statement as
                             Exhibit 4.3-A and incorporated herein by
                             reference).

           4(b)        --    Certificate of Amendment to Certificate of Trust
                             of Georgia Power Capital (designated in the
                             Registration Statement as Exhibit 4.3-A(1) and
                             incorporated herein by reference).

           4(c)        --    Form of Amended and Restated Trust Agreement of
                             Georgia Power Capital (designated in the
                             Registration Statement as Exhibit 4.5-A and
                             incorporated herein by reference).

           4(d)        --    Form of Subordinated Note Indenture between Georgia
                             Power Company and The Chase Manhattan Bank, as
                             trustee (designated in the Registration Statement
                             as Exhibit 4.1 and incorporated herein by
                             reference).


<PAGE>


                                      - 2 -

           4(e)        --    Form of Supplemental Indenture to Subordinated
                             Note Indenture between Georgia Power Company and
                             The Chase Manhattan Bank, as trustee (designated in
                             the Registration Statement as Exhibit 4.2 and
                             incorporated herein by reference).

           4(f)        --    Form of Guarantee Agreement of Georgia Power
                             Company with respect to the Preferred Securities
                             (designated in the Registration Statement as
                             Exhibit 4.8-A and incorporated herein by
                             reference).


           Exhibits heretofore filed with the Securities and Exchange 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.


                                    SIGNATURE

           Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.


Dated      August 21, 1996             GEORGIA POWER CAPITAL TRUST I

                                       By GEORGIA POWER COMPANY,
                                                as Depositor



                                       By     /s/Wayne Boston
                                                 Wayne Boston
                                             Assistant Secretary




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