CERTIFICATE OF NOTIFICATION
Filed By
MISSISSIPPI POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated April 13,
1993, June 25, 1993, December 15, 1993 and July 13, 1995 in the matter of File
No. 70-8127.
-----------------------------
Mississippi Power Company (the "Company") hereby certifies to said
Commission, pursuant to Rule 24, as follows:
1. On December 20, 1995, the issuance and sale by the Company of
$30,000,000 principal amount of First Mortgage Bonds, 6 7/8% Series due December
1, 2025 (the "Bonds"), were carried out in accordance with the terms and
conditions of and for the purposes represented by the application and of said
orders with respect thereto.
2. All of the proposals for the purchase of said Bonds were submitted
upon the identical form of proposal a copy of which is filed herewith as Exhibit
B. The names of the various bidders submitting proposals and the interest rates
and prices to the Company (exclusive of accrued interest) specified in such
proposals were as follows:
<TABLE>
<CAPTION>
Name Interest Rate (%) Price to Company (%)
<S> <C> <C>
CS First Boston Corporation
Dillon, Read & Co. Inc.
A.G. Edwards & Sons, Inc. 6 7/8 98.006
Merrill Lynch & Co. 7.00 99.535
Morgan Stanley & Co. Inc.
Bear, Stearns & Co. Inc.
Schroder Wertheim & Co. Inc. 7.00 98.760
Donaldson, Lufkin & Jenrette Securities Corp. 6 7/8 98.129
Lehman Brothers Inc. 6 7/8 98.264
Goldman, Sachs & Co. 7.05 98.222
<PAGE>
Salomon Brothers Inc
First Union Capital Markets Corp.
PaineWebber Incorporated
Prudential Securities Incorporated 6 7/8 98.421
J.P. Morgan Securities Inc. 7.00 98.553
Citicorp Securities, Inc. 7.10 98.110
Smith Barney Shearson Inc. 7.00 98.067
</TABLE>
The winning bidders being Salomon Brothers Inc, First Union Capital Markets
Corp.,PaineWebber Incorporated and Prudential Securities Incorporated.
3. Filed herewith are the following exhibits:
Exhibit A - Copy of the prospectus supplement with
respect to the Bonds dated December 5, 1995.
(Filed electronically December 7, 1995, in
File No. 33-49649.)
Exhibit B - Copy of proposal accepted with purchase
contract for the purchase of the Bonds
effective December 5, 1995. (Designated in
the Company's Form 8-K dated December 5,
1995, File No. 0-6849, as Exhibit 1.)
Exhibit C - Copy of Supplemental Indenture dated as
of December 1, 1995. (Designated in the
Company's Form 8-K dated December 5, 1995,
File No. 0-6849, as Exhibit 4.)
Exhibit D - Opinion of Eaton and Cottrell, P.A., dated
December 21, 1995.
Dated December 21, 1995 MISSISSIPPI POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
EXHIBIT D
EATON AND COTTRELL P.A.
1310 TWENTY FIFTH AVENUE
GULFPORT, MISSISSIPPI 39501
December 21, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Statement on Form U-1 of
Mississippi Power Company
(herein called the "Company")
File No. 70-8127
Ladies and Gentlemen:
We have read the statement referred to above which relates to the
issuance and sale by the Company of $30,000,000 principal amount of First
Mortgage Bonds (herein called the "new Bonds"), and we are familiar with the
proceedings thereunder.
We are of the opinion that:
(a) the Company is validly organized and duly existing as a
corporation under the laws of the State of Mississippi and is
duly admitted to do business under the laws of the State of
Alabama;
(b) the transaction has been consummated in accordance with such
statement on Form U-1, as amended;
(c) all State laws applicable to the transaction have been
complied with;
(d) the new Bonds are valid and binding obligations of the
Company in accordance with their terms; and
(e) the consummation of the transaction did not violate the legal
rights of the holders of any securities issued by the
Company or any associate company thereof.
<PAGE>
Securities and Exchange Commission
December 21, 1995
Page 2
We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1, as amended, and to
the filing thereof with the Commission at the time of the filing by the Company
of its certificate of notification pursuant to Rule 24.
Very truly yours,
/s/ Eaton and Cottrell P.A.
