Exhibit 4.6

     I. The first  paragraph of Article FOURTH of the Articles of  Incorporation
of Mississippi Power Company is amended so as to read as follows:

          FOURTH: The aggregate amount of the authorized capital stock which the
          corporation is authorized to issue is 2,374,149 shares of which (a)
          ten shares shall be common stock, $100 par value, and which were
          retired and not reissued when merger was had with Mississippi Power
          Company, a Maine Corporation; (b) 1,130,000 shares shall be shares of
          common stock without a nominal or par value; and (c) 1,244,139 shares*
          shall be shares of preferred stock, par value $100, and which shall
          consist of the following series:

                                                       Outstanding Shares

              4.40% series                                     8,867
              4.60% series                                     8,643
              4.72% series                                    16,700
              7.00% series                                    49,840
              6.32% series                                   150,000
              6.65% series                                    84,040
              5.25% series**                                 300,000

     * There are 626,049 shares of undesignated preferred stock, par value $100.
** Expected to be issued April 7, 2004.

     II.  The  following   amendment  to  Article  FOURTH  of  the  Articles  of
Incorporation of Mississippi Power Company is amended by inserting on page 19 of
said  original  1972  Articles   immediately   preceding  the  heading  "General
Provisions."

         There shall be a series of preferred stock, consisting initially of
300,000 shares, designated as 5.25% series preferred stock, cumulative, $100 par
value, and the relative rights and preferences of the shares of said series, in
those respects in which the shares thereof may vary from the shares of other
series, shall be as follows:

     (a)  The rate of dividend  shall be 5.25% per annum,  the dividend  payment
          dates shall be the first days of January,  April,  July and October in
          each year and the date from which dividends shall be cumulative  shall
          be the date of original issue.

     (b)  The price at which shares may be redeemed  shall be $100.00 per share,
          plus accrued and unpaid dividends to the date of redemption; provided,
          however,  that no share of the 5.25% series  preferred  stock shall be
          redeemed prior to April 7, 2009;

     (c)  The amount payable in event of  involuntary  or voluntary  liquidation
          shall be $100.00 per share, plus accrued dividends; and

     (d)  The shares of such series shall not be, by their terms, convertible or
          exchangeable.

(Note: These filed Resolutions are treated as seriatim series of preferred
shares and are considered as Amendments to the Articles of Incorporation of
Mississippi Power Company.)