Todd:

At last, I am attaching our response to your comments of 7/19/01, together with a clean and blacklined draft of the ISDA Master Agreement for Georgia Power Company.  Please note that these same comments will apply for Savannah Electric and Mississippi Power with the exceptions set forth in our response.

Please let us know if you have any questions or additional comments.  We look forward to hearing your comments.

Marie

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com