10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 33-7591

Oglethorpe Power Corporation
(An Electric Membership Corporation)
(Exact name of registrant as specified in its charter)

Georgia	58-1211925
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization	identification no.)
Post Office Box 1349
2100 East Exchange Place
Tucker, Georgia	30085-1349
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(770) 270-7600

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o 

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes  o   No  x 

     Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  The registrant is a membership corporation and has no authorized or outstanding equity securities.

OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2003

			Page No.
PART I - FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Balance Sheets as of September 30, 2003 (Unaudited) and December 31, 2002	3
		Condensed Statements of Revenues and Expenses (Unaudited) for the Three Months and Nine Months ended September 30, 2003 and 2002	5
		Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Margin (Unaudited) for the Nine Months ended September 30, 2003 and 2002	6
		Condensed Statements of Cash Flows (Unaudited) For the Nine Months ended September 30, 2003 and 2002	7
		Notes to Condensed Financial Statements For the Nine Months ended September 30, 2003 and 2002	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
	Item 4.	Controls and Procedures	22
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	23
	Item 5.	Other	23
	Item 6.	Exhibits and Reports on Form 8-K	24
SIGNATURES			25

2

PART I -  FINANCIAL INFORMATION
Item 1.  Financial Statements

Oglethorpe Power Corporation
Condensed Balance Sheets
September 30, 2003 and December 31, 2002

	(dollars in thousands)
	2003			2002
Assets	(Unaudited)
Electric plant, at original cost:
In service		$5,743,911			$5,030,333
Less:  Accumulated provision for depreciation		(2,107,311	)		(1,983,950	)
		3,636,600			3,046,383
Nuclear fuel, at amortized cost		77,441			77,247
Construction work in progress		31,645			69,282
		3,745,686			3,192,912
Investments and funds:
Decommissioning fund, at market		169,195			154,061
Deposit on Rocky Mountain transactions, at cost		76,417			72,698
Bond, reserve and construction funds, at market		21,596			26,505
Investment in associated organizations, at cost		28,499			28,244
		295,707			281,508
Current assets:
Cash and temporary cash investments, at cost		142,681			151,311
Other short-term investments, at market		94,398			94,301
Receivables		124,706			91,798
Notes receivable		1,269			310,662
Inventories, at average cost		91,413			83,219
Prepayments and other current assets		4,883			3,841
		459,350			735,132
Deferred charges:
Premium and loss on reacquired debt, being amortized		142,942			151,118
Deferred amortization of capital leases		110,290			109,567
Deferred debt expense, being amortized		20,804			18,376
Deferred nuclear outage costs, being amortized		14,987			22,778
Deferred asset retirement obligations costs, being amortized		21,965			-
Other		6,829			7,160
		317,817			308,999
		$4,818,560			$4,518,551

The accompanying notes are an integral part of these condensed financial statements.

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Oglethorpe Power Corporation
Condensed Balance Sheets
September 30, 2003 and December 31, 2002

	(dollars in thousands)
	2003			2002
Equity and Liabilities	(Unaudited)
Capitalization:
Patronage capital and membership fees		$450,191			$427,569
Accumulated other comprehensive loss		(53,530	)		(55,751	)
Subtotal		396,661			371,818
Long-term debt		3,300,088			2,835,997
Obligation under capital leases		346,377			358,676
Obligation under Rocky Mountain transactions		76,418			72,698
		4,119,544			3,639,189
Current liabilities:
Long-term debt and capital leases due within one year		147,537			140,241
Accounts payable		40,597			53,283
Notes payable		16,483			297,776
Accrued interest		18,963			6,958
Accrued and withheld taxes		19,578			55
Other current liabilities		8,263			13,212
		251,421			511,525
Deferred credits and other liabilities:
Gain on sale of plant, being amortized		46,528			48,383
Net benefit of Rocky Mountain transactions, being amortized		74,059			76,448
Decommissioning reserve		-			166,299
Asset retirement obligations		248,059			-
Interest rate swap arrangements		54,197			58,443
Other		24,752			18,264
		447,595			367,837
		$4,818,560			$4,518,551

The accompanying notes are an integral part of these condensed financial statements.

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Oglethorpe Power Corporation
Condensed Statements of Revenues and Expenses (Unaudited)
For the Three and Nine Months Ended September 30, 2003 and 2002

	(dollars in thousands)
	Three Months						Nine Months
	2003			2002			2003			2002
Operating revenues:
Sales to Members		$343,797			$315,446			$890,392			$866,197
Sales to non-Members		8,488			10,260			27,995			26,914
Total operating revenues		352,285			325,706			918,387			893,111
Operating expenses:
Fuel		81,151			70,511			184,684			169,743
Production		60,633			55,743			180,539			167,587
Purchased power		113,764			109,795			276,739			287,357
Depreciation and amortization		37,756			32,588			106,195			97,596
Accretion		1,703			-			3,269			-
Total operating expenses		295,007			268,637			751,426			722,283
Operating margin		57,278			57,069			166,961			170,828
Other income (expense):
Investment income		4,733			3,488			15,417			20,453
Amortization of deferred gains		619			619			1,856			1,856
Amortization of net benefit of sale of income tax benefits		796			796			2,389			4,391
Allowance for equity funds used during construction		82			94			313			336
Other		564			705			1,728			1,970
Total other income		6,794			5,702			21,703			29,006
Interest charges:
Interest on long-term debt and capital leases		53,677			51,567			152,619			154,700
Other interest		1,075			981			4,646			10,869
Allowance for debt funds used during construction		(534	)		(592	)		(2,090	)		(2,340	)
Amortization of debt discount and expense		3,642			3,444			10,867			10,556
Net interest charges		57,860			55,400			166,042			173,785
Net margin		$6,212			$7,371			$22,622			$26,049

The accompanying notes are an integral part of these condensed financial statements.

5

Oglethorpe Power Corporation
Condensed Statements of Patronage Capital and Membership Fees
and Accumulated Other Comprehensive Margin (Unaudited)
For the Nine Months Ended September 30, 2003 and 2002

	(dollars in thousands)
	Patronage Capital and Membership Fees		Accumulated Other Comprehensive Margin (Loss)			Total
Balance at December 31, 2001		$410,029		($42,361	)		$367,668
Components of comprehensive margin:
Net margin		26,049					26,049
Unrealized loss on interest rate swap arrangements				(21,540	)		(21,540	)
Unrealized gain on financial gas hedges				7,448			7,448
Unrealized gain on available-for-sale securities				478			478
Total comprehensive margin							12,435
Balance at September 30, 2002		$436,078		($55,975	)		$380,103
Balance at December 31, 2002		$427,569		($55,751	)		$371,818
Components of comprehensive margin:
Net margin		22,622					22,622
Unrealized gain on interest rate swap arrangements				4,246			4,246
Unrealized loss on financial gas hedges				(136	)		(136	)
Unrealized loss on available-for-sale securities				(1,889	)		(1,889	)
Total comprehensive margin							24,843
Balance at September 30, 2003		$450,191		($53,530	)		$396,661

The accompanying notes are an integral part of these condensed financial statements.

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Oglethorpe Power Corporation
Condensed Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2003 and 2002

	(dollars in thousands)
	2003			2002
Cash flows from operating activities:
Net margin		$22,622			$26,049
Adjustments to reconcile net margin to net cash       provided by operating activities:
Depreciation and amortization, including nuclear fuel		146,693			137,730
Net accretion cost		3,269			-
Allowance for equity funds used during construction		(313	)		(336	)
Amortization of deferred gains		(1,856	)		(1,856	)
Amortization of net benefit of sale of income tax benefits		(2,389	)		(4,391	)
Other		(170	)		2,043
Change in operating assets and liabilities:
Receivables		(36,626	)		(26,628	)
Notes receivable		597			139
Inventories		1,872			(9,204	)
Prepayments and other current assets		(1,082	)		(1,846	)
Accounts payable		(9,680	)		(15,365	)
Accrued interest		12,005			12,208
Accrued and withheld taxes		19,045			18,832
Power marketer reserve		-			(36,000	)
Other current liabilities		(4,949	)		(3,235	)
Deferred nuclear outage costs		(10,371	)		(19,846	)
Deferred start-up costs		1,897			-
Total adjustments		117,942			52,245
Net cash provided by operating activities		140,564			78,294
Cash flows from investing activities:
Property additions		(117,465	)		(72,849	)
Net proceeds from bond, reserve and construction funds		4,695			1,819
Net cash received from merger		18,273			-
Increase in investment in associated organizations		(255	)		(93	)
Increase in other short-term investments		(1,773	)		(3,862	)
Increase in decommissioning fund		(4,332	)		(2,341	)
Proceeds from sale of railcars		21,799			-
Net cash used in investing activities		(79,058	)		(77,326	)
Cash flows from financing activities:
Long-term debt proceeds, net		550,701			3,277
Long-term debt payments		(350,809	)		(88,853	)
Decrease in notes payable		(260,638	)		(50,437	)
(Increase) decrease in notes receivable under interim financing agreement		(11,141	)		24,257
Increase in deferred credit for major overhaul		1,751			-
Net cash used in financing activities		(70,136	)		(111,756	)
Net decrease in cash and temporary cash investments		(8,630	)		(110,788	)
Cash and temporary cash investments at beginning of period		151,311			275,786
Cash and temporary cash investments at end of period		$142,681			$164,998
Cash paid for:
Interest (net of amounts capitalized)		$143,170			$148,041
Income taxes		-			-

The accompanying notes are an integral part of these condensed financial statements.

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Oglethorpe Power Corporation
Notes to Condensed Financial Statements
September 30, 2003 and 2002

(A)	General.  The condensed financial statements included in this report have been prepared by Oglethorpe Power Corporation (Oglethorpe), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  In the opinion of management, the information furnished in this report reflects all adjustments (which include only normal recurring adjustments) and estimates necessary to present fairly, in all material respects, the results for the periods ended September 30, 2003 and 2002.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although Oglethorpe believes that the disclosures are adequate to make the information presented not misleading.  These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in Oglethorpe’s latest Annual Report on Form 10-K, as filed with the SEC.  Certain amounts for 2002 have been reclassified to conform with the current period presentation.  The results of operations for the three-month and nine-month periods ended September 30, 2003 are not necessarily indicative of results to be expected for the full year.
(B)	Accounting for Asset Retirement Obligations.  In June of 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, “Accounting for Asset Retirement Obligations.”  The statement provides accounting and reporting standards for recognizing obligations related to costs associated with the retirement of long-lived assets.  SFAS No. 143 requires obligations associated with the retirement of long-lived assets to be recognized at their fair value in the period in which they are incurred if a reasonable estimate of fair value can be made.  The fair value of the asset retirement costs must be capitalized as part of the carrying amount of the long-lived asset and subsequently allocated to expense using a systematic and rational method over the asset’s useful life.  Any subsequent changes to the fair value of the liability due to passage of time or changes in the amount or timing of estimated cash flows must be recogni zed as an accretion expense.
	In January 2003, Oglethorpe adopted SFAS No. 143.  The fair value of the legal obligation recognized under SFAS No. 143 primarily relates to Oglethorpe’s nuclear facilities.  In addition, Oglethorpe recognized retirement obligations for ash handling facilities at the coal-fired plants and solid waste landfills located at certain generating facilities.  The cumulative effect of adoption resulted in Oglethorpe recording a regulatory asset of approximately $23,662,000, capitalized asset retirement costs, net of accumulated amortization, of approximately $45,304,000 and increased asset retirement obligations of approximately $68,966,000.  At December 31, 2002, Oglethorpe’s recognized liability for nuclear decommissioning was $166,299,000.  On a pro forma basis, the cumulative effect of adoption as of January 1, 2002 would have resulted in Oglethorpe recording a regulatory asset of approximately $8,196,000.  Oglethorpe has also identif ied retirement obligations related to certain other generating facilities; however, a liability for the removal of these facilities has not been recorded because no reasonable estimate can be made at this time regarding the timing of any related retirements.

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	Under SFAS No. 71, Oglethorpe may record an offsetting regulatory asset or liability to reflect the difference in timing of recognition of the costs of decommissioning for financial statement purposes and for ratemaking purposes for both the cumulative effect of adoption and for future periods timing differences.  Oglethorpe’s management expects to receive approval from RUS of Oglethorpe’s implementation of the provisions of SFAS No. 71 with respect to the cumulative effect of adoption and with respect to timing differences between cost recognition under SFAS No. 143 and cost recovery for ratemaking purposes.  Oglethorpe estimates that the annual difference will be approximately $5,000,000 for the next several years.
	SFAS No. 143 does not permit non-regulated entities to continue accruing future retirement costs associated with long-lived assets for which there are no legal obligations to retire.  Oglethorpe, in accordance with regulatory treatment of these costs, continues to recognize the retirement costs for these other obligations in depreciation rates.  At September 30, 2003, the accumulated retirement costs for other obligations (regulatory liabilities) included in the accumulated depreciation and amortization reserve was $37,761,000.
(C)	New Accounting Pronouncements.  In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.”  This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  This statement is effective for contracts entered into or modified after June 30, 2003.  This statement does not have a material impact on Oglethorpe’s financial statements.
	In June 2003, the FASB cleared the guidance contained in Derivative Implementation Group (DIG) Issue C20, “Scope Exceptions: Interpretation of the Meaning of ‘Not Clearly and Closely Related’ in Paragraph 10(b) regarding Contracts with a Price Adjustment Feature.”  DIG Issue C20, which applies only to guidance in paragraph 10(b) of SFAS No. 133, describes three circumstances in which an underlying price adjustment incorporated into a contract that otherwise satisfies the requirements for the normal purchases and normal sales exception would be considered to be ‘not clearly and closely related to the asset being sold or purchased.”  DIG Issue C20 goes into effect for Oglethorpe on November 1, 2003.  This statement is not expected to have a material impact on Oglethorpe’s financial statements.
	In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.”  This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  It requires that an issuer classify a financial instrument that is within its scope as a liability.  This statement requires an issuer to classify as a liability a financial instrument classified as equity that embodies an unconditional obligation that the issuer must redeem the instrument by transferring assets at a specified or determinable date or upon an event certain to occur.  A financial instrument that embodies a conditional obligation to redeem the instrument by transferring assets upon an event not certain to occur becomes mandatorily redeemable if that event occurs or the event becomes certain to occur.  The return of Oglet horpe’s patronage capital is a conditional obligation because Oglethorpe’s Mortgage Indenture prohibits any return of patronage capital unless Oglethorpe reaches an equity to capitalization ratio significantly higher than its current ratio and because Oglethorpe’s Board of Directors has discretion even then whether to make any distributions of patronage capital.  SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for Oglethorpe beginning January 1, 2004.  This pronouncement is not expected to have a material impact on Oglethorpe’s financial statements.

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	In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities – an Interpretation of Accounting Research Bulletin (ARB) No. 51.”  This interpretation clarifies the application of ARB No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  Interpretation No. 46 is not currently effective for Oglethorpe until the end of fiscal year 2004.  However, based on its current analysis, Oglethorpe believes that Interpretation No. 46 will have no impact on its financial statements.
(D)	Proposed Accounting Pronouncements.  The Accounting Standards Executive Committee has issued a proposed Statement of Position (SOP), “Accounting for Certain Costs and Activities Related to Property, Plant and Equipment.”  The proposed SOP was issued in response to the diversity in accounting for expenditures related to property, plant and equipment (PP&E), including improvements, replacements, additions, repairs and maintenance.  The proposed SOP addresses the accounting and disclosure issues related to determining which costs related to PP&E should be capitalized and which should be charged to expense as incurred.  The proposed SOP also addresses capitalization of indirect costs and component accounting for PP&E.  It is uncertain at this time when a final SOP will be issued.  If the proposed SOP results in a material difference in the timing of cost recognition from that for ratemaking purposes, Oglethor pe may record an offsetting regulatory asset or liability by implementing the provisions of SFAS No. 71.  Oglethorpe’s management is monitoring the developments of the proposed SOP and is assessing the impact this statement may have on its financial statements.
(D)	Merger of Chattahoochee EMC and Talbot EMC.  Effective May 1, 2003, via a merger, Oglethorpe acquired all of the assets and assumed all of the liabilities of Chattahoochee EMC and Talbot EMC at book value.  The merger was accounted for under the purchase method of accounting.  The assets primarily consist of the Chattahoochee combined cycle generating facility and the Talbot combustion turbine generating facility.  The book value of Chattahoochee EMC and Talbot EMC as of the effective merger date was approximately $609 million, which approximates fair value.  The assets and liabilities and results of operations have been included in Oglethorpe’s financial statements since the effective date of the merger.
	Oglethorpe is financing these generating facilities through two loans totaling $589 million from the Federal Financing Bank (“FFB”), guaranteed by the Rural Utilities Service (“RUS”).  (See “OGLETHORPE POWER CORPORATION - Expected Facilities Acquisitions, RUS Loans and Other New Arrangements” in Item 1 of Oglethorpe’s Annual Report on Form 10-K for the year ended December 31, 2002.)  To date, Oglethorpe has drawn $548 million and anticipates receiving an additional $16.5 million in December 2003 under these two loans.  Oglethorpe expects to receive its final loan advance in late 2004.  Oglethorpe has issued commercial paper to provide interim financing for these generating facilities.  As of September 30, 2003, $37 million in commercial paper was still outstanding relating to this interim financing.  (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Fin ancial Condition - Capital Requirements and Liquidity and Sources of Capital” for a discussion regarding the acquisition of Chattahoochee and Talbot EMCs.)

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(F) Accumulated Comprehensive Margin or (Loss). The table below provides a detail of the beginning and ending balance for each classification of other comprehensive margin or (loss) along with the amount of any reclassification adjustments included in margin for each of the periods presented in the Statement of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Margin.  Oglethorpe’s effective tax rate is zero; therefore, all amounts below are presented net of tax.

	Accumulated Other Comprehensive Margin (Loss)
	(dollars in thousands)
	Interest Rate Swap Arrangements		Available-for-sale Securities		Financial Gas Hedges		Total
Balance at December 31, 2001	($36,859	)	$2,035		($7,537	)	($42,361	)
Unrealized gain/(loss)	(21,540	)	1,216		3,524		(16,800	)
Reclassification adjustments	-		(738	)	3,924		3,186
Balance at September 30, 2002	($58,399	)	$2,513		($89	)	($55,975	)
Balance at December 31, 2002	($58,443	)	$1,721		$971		($55,751	)
Unrealized gain/(loss)	4,246		(1,292	)	6,839		9,793
Reclassification adjustments	-		(597	)	(6,975	)	(7,572	)
Balance at September 30, 2003	($54,197	)	($168	)	$835		($53,530	)

(G)	Environmental matters:
	Set forth below are environmental matters that could have an effect on Oglethorpe. At this time, the resolution of these matters is uncertain, and Oglethorpe has made no accruals for such contingencies and cannot reasonably estimate the possible loss or range of loss with respect to these matters.

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1.  General.  As is typical for electric utilities, Oglethorpe is subject to various federal, state and local air and water quality requirements which, among other things, regulate emissions of pollutants, such as particulate matter, sulfur dioxide and nitrogen oxides into the air and discharges of other pollutants, including heat, into waters of the United States. Oglethorpe is also subject to federal, state and local waste disposal requirements that regulate the manner of transportation, storage and disposal of various types of waste.

 In general, environmental requirements are becoming increasingly stringent. New requirements may substantially increase the cost of electric service, by requiring changes in the design or operation of existing facilities or changes or delays in the location, design, construction or operation of new facilities. Failure to comply with these requirements could result in the imposition of civil and criminal penalties as well as the complete shutdown of individual generating units not in compliance. Oglethorpe cannot provide assurance that it will always be in compliance with current and future regulations.

2. New Source Review.  In November 1999, the United States Justice Department, on behalf of the Environmental Protection Agency (EPA), filed lawsuits against Georgia Power Company (GPC) and some of its affiliates, as well as other utilities. The lawsuits allege violations of the new source review provisions and the new source performance standards of the Clean Air Act at, among other facilities, Scherer Unit Nos. 3 and 4. Oglethorpe is not currently named in the lawsuits, and Oglethorpe does not have an ownership interest in the named units of Plant Scherer. However, Oglethorpe can give no assurance that units in which Oglethorpe has an ownership interest will not be affected by this or a related lawsuit in the future. The resolution of this matter is highly uncertain at this time, as is any responsibility of Oglethorpe for a share of any penalties and capital costs required to remedy any violations at facilities co-owned by Oglethorpe.

3. Clean Air Act.  On December 30, 2002, the Sierra Club, Physicians for Social Responsibility, Georgia Forest Watch and one individual filed suit in Federal Court in Georgia against GPC, alleging violations of the Clean Air Act at Plant Wansley. The complaint alleges violations of opacity limits at both the coal fired units, in which Oglethorpe is a co-owner, and other violations at several of the combined cycle units where Oglethorpe has no ownership interest.  This civil action requests injunctive and declaratory relief, civil penalties, a supplemental environmental project and attorneys’ fees. While Oglethorpe believes that Plant Wansley has complied with applicable laws and regulations, resolution of this matter is uncertain at this time, as is any responsibility of O glethorpe for a share of any penalties or other costs that might be assessed against GPC.

 On January 16, 2003, the Sierra Club appealed to the United States Court of Appeals for the Eleventh Circuit an unsuccessful challenge to an air operating permit for the combined cycle facility Oglethorpe recently acquired by merging with Chattahoochee EMC. Oglethorpe has intervened in the appeal. The petitioner seeks to have the air permit invalidated and remanded back to EPA and the Georgia Environmental Protection Division. Although Oglethorpe believes that a favorable outcome in this appeal is likely, an unfavorable ruling could temporarily affect the ability of the facility to continue to operate.

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(H)	Sale of Plant Tallassee.  On November 7, 2003, Oglethorpe completed the sale of Plant Tallassee.  The purchaser will assume responsibility for any asset retirement obligations associated with Plant Tallassee. Oglethorpe had previously recorded a reserve to provide for the cost to retire the generating facility and, as result of the sale, such reserve will be reversed and a corresponding credit to expense of approximately $2.8 million will be recorded in the fourth quarter of 2003.
(I)	Ad Valorem Tax Matters:
	Fulton County Appeal.  On October 20, 2003, the Georgia Department of Revenue issued a “proposed assessment” of Oglethorpe’s property located in the state of Georgia.  The proposed assessment sets forth the statewide value and the value of property located in each of twelve Georgia counties where Oglethorpe owns assets.  The proposed assessment is sent to each of these counties; the counties then issue their final assessments.  Oglethorpe plans to file an appeal of this proposed assessment in the Fulton County Superior Court.  The notice of intent to appeal was filed on November 10, 2003, and the appeal itself is due November 24, 2003.  At this time, Oglethorpe anticipates that the appeal will challenge the state’s proposed assessment as it relates to the valuation of Plant Vogtle in Burke County.  Oglethorpe believes that the proposed valuation of Oglethorpe’s interest in Plant Vogtle of $1,286,125,359 is overstated by about $100 million.  This appeal would be heard by the Fulton County Superior Court, with the right of appeal to the Georgia appellate courts.
	Monroe County Appeal.  On October 28, 2003, the Monroe County Board of Assessors issued its assessment of Oglethorpe’s interest in Plant Scherer.  While the state valued this interest at $330,538,885, Monroe County’s assessment used a valuation of $898,722,327.  Oglethorpe plans to challenge Monroe County’s valuation.  The appeal is due in December 2003.  The appeal would proceed either to the county board of equalization or to arbitration, then to Monroe County Superior Court, with the right of appeal to the Georgia appellate courts.
	Oglethorpe accrues for property taxes on a monthly basis, which are generally paid in the fourth quarter of the year.  Oglethorpe has been accruing for property taxes based on the taxes paid in 2002 plus a slight increase.  Until the Fulton County appeal is resolved, Oglethorpe will only be required to pay the undisputed amounts of ad valorem taxes.  In the fourth quarter, Oglethorpe expects to increase its accrual in an amount up to $5 million for property taxes relating to Plant Vogtle and Plant Scherer based on further evaluation of the increased assessments; however, Oglethorpe plans to vigorously oppose these increased assessments through the appeals process described above.
(J)	Operating Lease.  On September 23, 2003, Oglethorpe closed a $29 million fifteen-year operating lease related to 523 rail cars.  The rail cars are used to transport coal from the Powder River Basin in Wyoming to Plant Scherer in Georgia.  Rental expense incurred under the rail cars lease will total $527,000 for 2003 an aggregate $32.8 million for the remaining life of the lease.  The rental expense for the rail car lease is added to the cost of coal inventories.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

For the Three Months and Nine Months Ended September 30, 2003 and 2002

Net Margin

Oglethorpe’s net margin for the three months and nine months ended September 30, 2003 was $6.2 million and $22.6 million, compared to $7.4 million and $26.0 million for the same period of 2002.  The lower net margin for the three-month and nine-month periods of 2003 was due to budgeted fixed production expenses and budgeted interest costs in 2003 being closer to the actual amounts than in 2002, when the corresponding amounts were lower than budget.

Net margin for the first nine months of 2003 (as was the case in 2002) is greater than the estimated annual margin requirement under Oglethorpe’s Indenture, dated as of March 1, 1997, from Oglethorpe to Sun Trust Bank, as trustee (the “Mortgage Indenture”).  The rate schedule to Oglethorpe’s Wholesale Power Contracts provides for budget adjustments from time to time throughout the year.  Oglethorpe’s management is monitoring the expected year end net margin and if needed may consider possible budget adjustments that would reduce budgeted expenses and associated capacity revenues from Members, with a view to achieving a Margins for Interest Ratio of at least 1.10 for 2003.

Operating Revenues

Oglethorpe’s operating revenues fluctuate from period to period based on factors including weather and other seasonal factors, load growth in the service territories of Oglethorpe’s 39 retail electric distribution cooperative members (the Members), operating costs, availability of electric generation resources, Oglethorpe’s decisions of whether to dispatch its owned or purchased resources or Member-owned resources over which it has dispatch rights and by Members’ decisions of whether to purchase a portion of their growth requirements from Oglethorpe or from other suppliers.

Total revenues from sales to the Members for the three-month and nine-month periods ended September 30, 2003 were 9.0% and 2.8% higher than such revenues for the same periods of 2002.  Megawatt-hour (MWh) sales to Members increased 4.5% and 3.2% in the current periods compared to the same periods of 2002.  The average total revenue per MWh from sales to Members increased 4.3% and decreased 0.4% for the current periods compared to the same periods of 2002.

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The components of Member revenues for the three months and nine months ended September 30, 2003 and 2002 were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
	(dollars in thousands)
Capacity revenues	$	160,211	$	149,800	$	459,498	$	449,067
Energy revenues		183,586		165,646		430,894		417,130
Total	$	343,797	$	315,446	$	890,392	$	866,197

Capacity revenues from Members increased 7.0% and 2.3% for the current three-month and nine-month periods compared to the same periods of 2002.  The increase in capacity revenues for the current quarter was primarily due to an increase in revenue requirement beginning in May 2003 associated with fixed cost recovery for the Chattahoochee and Talbot generating facilities acquired by Oglethorpe in May 2003. See Note (E) and “Financial Condition” for further discussion regarding the merger of Oglethorpe and Chattahoochee and Talbot EMCs.  For the nine months ended September 30, 2003 these increased fixed costs were offset somewhat by lower purchased power capacity costs compared to the same period of 2002.  (See “Operating Expenses” below.)  Energy revenues were 10.8% and 3.3% higher for the three-month and nine-month periods ended September 30, 2003 compared to the same periods of 2002.  The increase in energy revenues fo r the third quarter of 2003 was primarily due to recovery of increases in fuel costs primarily related to operating the recently acquired Chattahoochee and Talbot generating facilities (see “Operating Expenses” below).  Oglethorpe’s average energy revenue per MWh from sales to Members were 6.0% and 0.1% higher in the current periods compared to the same periods of 2002.

Sales to non-Members were from energy sales to power companies and from energy sales to LG&E Energy Marketing Inc. (LEM) and Morgan Stanley Capital Group Inc. (Morgan Stanley) under their power marketer arrangements with Oglethorpe.  The following table summarizes the sources of non-Member revenues for the three months and nine months ended September 30, 2003 and 2002:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
	(dollars in thousands)
Sales to power companies	$	8,398	$	9,661	$	26,860	$	25,977
Sales to LEM and Morgan Stanley		90		599		1,135		937
Total	$	8,488	$	10,260	$	27,995	$	26,914

Sales to power companies represent sales made directly by Oglethorpe.  Oglethorpe may sell for its own account any energy available from the portion of its resources dedicated to Morgan Stanley that is not scheduled by Morgan Stanley pursuant to the power marketer arrangement. 

Sales to LEM and Morgan Stanley represent the net energy transmitted on behalf of LEM and Morgan Stanley off-system on an hourly basis from Oglethorpe’s total resources under the LEM and Morgan Stanley power marketer arrangements.  Oglethorpe sold this energy to LEM at Oglethorpe’s cost, subject to certain limitations, and to Morgan Stanley at a contractually fixed price.  The volume of sales to LEM and Morgan Stanley depends primarily on the power marketers’ decisions for servicing their load requirements.

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Operating Expenses

Operating expenses for the three-month and nine month periods ended September 30, 2003 were 9.8% and 4.0% higher compared to the same periods of 2002.  The increase during the third quarter of 2003 compared to the same period of 2002 was primarily due to higher fuel, production and depreciation costs.  For the nine-month period ended September 30, 2003 compared to the same period of 2002, the increase in fuel, production and depreciation costs were offset somewhat by lower purchased power costs. 

For the three-month and nine-month periods of 2003 compared to the same periods of 2002, total fuel costs increased 15.1% and 8.8%, respectively.  The increase primarily resulted from fuel costs incurred at the Chattahoochee and Talbot generating facilities.  These facilities were acquired in May 2003; therefore, there were no corresponding fuel costs for these facilities in 2002. 

Production costs increased 8.8% and 7.7% for the three-month and nine-month periods ended September 30, 2003 compared to the same periods of 2002.  The higher production costs in the current periods of 2003 resulted from higher operations and maintenance (O&M) costs.  The higher O&M costs resulted primarily from O&M costs incurred at the Chattahoochee and Talbot generating facilities acquired in May 2003 and from costs incurred during a scheduled outage at Plant Doyle (there was no corresponding outage in 2002).

Purchased power costs increased 3.6% and decreased 3.7% for the three-month and nine-month periods ended September 30, 2003 compared to the same periods of 2002.  Purchased MWhs decreased 0.5% and 4.6% for the current periods of 2003 compared to the same periods of 2002.  The average cost per MWh of total purchased power increased 4.1% and 0.9% in the current periods of 2003 compared to the same periods of 2002.  Purchased power costs were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
	(dollars in thousands)
Capacity costs	$	15,580	$	17,226	$	46,086	$	57,324
Energy costs		98,184		92,569		230,653		230,033
Total	$	113,764	$	109,795	$	276,739	$	287,357

Purchased power capacity costs decreased 9.6% and 19.6% for the current periods of 2003 as compared to the same periods of 2002.  The decreases in purchased power capacity costs resulted from the termination of various power purchase agreements.  Purchased power energy costs for the three-month and nine-month periods ended September 30, 2003 were 6.1% and 0.3% higher compared to the same periods of 2002.  The average cost of purchased power energy for the three months and nine months ended September 30, 2003 were 6.6% and 5.1% higher compared to the same periods of 2002.  The increase in average purchased power energy costs was attributable to higher prices in the wholesale electricity markets.  

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Accretion expense, which we began recording in 2003, represents the change in the asset retirement obligations due to the passage of time.  For nuclear decommissioning, Oglethorpe records a regulatory asset for the timing difference in accretion expense recognized under SFAS No. 143 compared to the expense recovered for ratemaking purposes.  (See Note (B) to “Notes to Condensed Financial Statements” above for a discussion regarding adoption of SFAS No. 143.)

Other Income

Investment income increased 35.7% or $1.2 million and decreased 24.6% or $5.0 million in the current three-month and nine-month periods compared to the same periods of 2002.  The increase for the third quarter of 2003 is primarily due to higher earnings from the decommissioning fund.  The decrease for the nine-month period of 2003 was partly due to lower cash and temporary cash investment balances, partly due to lower interest earnings on these investments and partly due to lower interest earnings on notes receivable from Chattahoochee EMC and Talbot EMC.  The notes receivable were eliminated upon the merger of Chattahoochee EMC and Talbot EMC into Oglethorpe in May 2003.  See Note (E) and  “Financial Condition” for further discussion.  Amortization of net benefit of sale of income tax benefits decreased $2 million in the nine-month period ended September 30, 2003 compared to the same period of 2002 due to the completion of amorti zation of the safe harbor lease in March 2002.

Interest Charges

Interest on long-term debt and capital leases increased 4.1% and decreased 1.4% in the current three-month and nine-month periods compared to the same periods of 2002.  The increase in the third quarter of 2003 resulted primarily from interest costs related to debt issued to finance the generating facilities acquired by Oglethorpe in the merger of Chattahoochee EMC and Talbot EMC.  The decrease for year-to-date period ended September 30, 2003 was partly due to lower interest costs associated with $92 million in variable rate tax-exempt Pollution Control Revenue Bonds, which were issued in October 2002 to refinance two $46 million medium-term notes, and partly due to lower variable interest rates on long-term debt, offset somewhat by interest costs related to the additional debt issued to finance the Chattahoochee EMC and Talbot EMC generating facilities.  Other interest expense decreased $6.2 million for the nine-month period of 2003 compared to the same period of 2002 partly as a result of adoption of SFAS No. 143.  Prior to adoption of SFAS No. 143, Oglethorpe recorded interest expense for decommissioning as an offset to interest earnings on the decommissioning fund.  With the adoption of SFAS No. 143, the offset is no longer recorded.  In addition, the commercial paper issued to finance a portion of the Talbot EMC and Chattahoochee EMC construction projects was refinanced with long-term FFB loans and the related interest costs are now reflected in interest on long-term debt and capital leases.

Financial Condition

Capital Requirements and Liquidity and Sources of Capital

Financing for Talbot EMC and Chattahoochee EMC

In May 2003, Oglethorpe completed a transaction by which Talbot EMC and Chattahoochee EMC were merged with and into Oglethorpe.  Pursuant to the merger, Oglethorpe succeeded to all of the assets and liabilities of Talbot EMC and Chattahoochee EMC.  The assets consist of a 618 MW combustion turbine facility referred to as the Talbot Energy Facility and a 468 MW combined cycle facility referred to as the Chattahoochee Energy Facility. Oglethorpe is financing these generating facilities through two loans totaling $589 million from the FFB, guaranteed by the RUS.  (See “OGLETHORPE POWER CORPORATION - Expected Facilities Acquisitions, RUS Loans and Other New Arrangements” in Item 1 of Oglethorpe’s Annual Report on Form 10-K for the year ended December 31, 2002.)  To date, Oglethorpe has drawn $548 million and anticipates receiving an additional $16.5 million in December 2003 under these two loans.  Oglethorpe expects to receive it s final loan advance in late 2004.  Oglethorpe has issued commercial paper to provide interim financing for these generating facilities.  As of September 30, 2003, $37 million in commercial paper was still outstanding relating to this interim financing.

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In addition, Oglethorpe has obligations under operational agreements relating to the Chattahoochee Energy Facility, totaling approximately $5 million for the fourth quarter of 2003, $20 million annually thereafter through approximately 2015 and an additional aggregate amount of $19 million through April 2018.  (See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Financial Condition – Capital Requirements” in Item 7 of Oglethorpe’s Annual Report on Form 10-K for the year ended December 31, 2002.) 

Liquidity

On September 18, 2003, Oglethorpe renewed its existing committed line of credit available to support its commercial paper program at a level of $295 million, with an expiration date of September 16, 2004.  A one-year term-out option was added to this facility.  In addition to providing liquidity support for the commercial paper program, this credit facility can also be used for general working capital purposes.

Oglethorpe has a $50 million committed line of credit with the National Rural Utilities Cooperative Finance Corporation that can be used for general working capital purposes. Oglethorpe also closed on a 364-day $50 million committed line of credit with CoBank on November 13, 2003.

No amounts are currently outstanding under any of these three credit facilities.

Other Financings

On September 23, 2003, Oglethorpe closed a $29 million fifteen-year operating lease related to 523 rail cars.  The rail cars are used to transport coal from the Powder River Basin in Wyoming to Plant Scherer in Georgia.  See “General – Assets” below for a further discussion of these leases.

In December 2003, Oglethorpe expects to issue $133 million of tax-exempt pollution control revenue refunding bonds through Georgia development authorities, which would be secured under the Mortgage Indenture. The proceeds of this issuance will be used to refinance $32 million of pollution control revenue bonds that mature on January 1, 2004 and $106 million of pollution control revenue bonds that become callable on January 1, 2004.  In connection with the refinancing, excess debt service reserve funds relating to the bonds being refunded will be released and applied at closing.

General

Total assets and total equity plus liabilities as of September 30, 2003 were $4.8 billion, which was $300 million higher than the total at December 31, 2002.  The increase was due primarily to the acquisition of assets and liabilities acquired in the merger of Talbot EMC and Chattahoochee EMC into Oglethorpe.

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Assets

Property additions for the nine months ended September 30, 2003 totaled $117.5 million, primarily for purchases of nuclear fuel and for additions, replacements, and improvements to existing generation facilities.  Included in this total are coal railcar purchases in the amount of $21.8 million.  Oglethorpe sold the railcars and subsequently entered into a rental agreement.  The terms of the rental agreement meet the criteria for treatment as an operating lease, and it is being treated as such.

Electric plant in service increased 14.2%, primarily as a result of acquisition of assets in the merger of Talbot EMC and Chattahoochee EMC into Oglethorpe.

Construction work in progress decreased 54.3%, primarily as the result of pollution control projects at Plant Wansley being placed in service during the first and second quarters of 2003.  In addition, the project for the conversion of Plant Scherer Unit No.1 to burn western coal was placed in service during the third quarter of 2003.

The decommissioning fund increased primarily due to increases in the market value of the underlying securities in the fund.

The bond, reserve and construction funds balance decreased 18.5%, as the result of lower debt service reserve requirements at September 30, 2003 as compared to December 31, 2002.

The receivables balance increased by $32.9 million, or 35.9%, at September 30, 2003 as compared to December 31, 2002.  At December 31, 2002 the receivables are recorded net of Board approved credits that were returned to the Members during the first quarter of 2003.  In addition, slightly higher MWh sales to Members and an increase in energy costs per MWh in September 2003, as compared to December 2002, resulted in an increase in the receivables balance.

Notes receivable decreased 99.6% largely due to the Talbot EMC and Chattahoochee EMC merger into Oglethorpe. (See “Results of Operations—Other Income” and “Capital Requirements and Liquidity and Sources of Capital” above for a discussion regarding the merger of Chattahoochee and Talbot EMCs.)

Inventories increased primarily due to the acquisition of inventories in the merger of Talbot EMC and Chattahoochee EMC into Oglethorpe. 

Prepayments and other current assets increased by $1.0 million, or 27.1%, primarily as a result of the merger of Chattahoochee EMC into Oglethorpe.

Deferred debt expense increased 13.2% due to the merger with Talbot EMC and Chattahoochee EMC, each of which had deferred debt expenses.

The 34.2% decrease in deferred nuclear outage costs results from a combination of a decrease in the amount of deferrals and extended period of time between deferrals.  Nuclear outage costs incurred during a refueling outage are deferred and amortized over an 18-month or 24-month operating cycle, depending upon the plant.

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As a result of the adoption in January 2003 of SFAS No 143, “Accounting for Asset Retirement Obligations”, Oglethorpe has recorded a regulatory asset, deferred asset retirement obligations, in the amount of $22.0 million.  (See Note (B) to “Notes to Condensed Financial Statements” above for a discussion regarding adoption of SFAS No. 143.)

Equity and Liabilities

Long-term debt increased by 16.4%, due to the FFB loans obtained by Oglethorpe to finance the generating facilities acquired in the merger of Talbot EMC and Chattahoochee EMC into Oglethorpe, and the reclassification of $20.7 million of notes payable as long-term debt (see discussion on notes payable below).  The reclassified notes payable will be repaid by draws against the FFB loans.  Oglethorpe anticipates making an additional draw of approximately $16.5 million in early December 2003. (See “Capital Requirements and Liquidity and Sources of Capital” above for a discussion regarding the merger of Talbot and Chattahoochee EMCs.)

Notes payable represents Oglethorpe’s outstanding commercial paper, which was used to finance a portion of the Talbot EMC and Chattahoochee EMC construction projects, including the interconnection facilities at those locations. As a result of management’s intention to refinance the commercial paper associated with the generation facilities and Oglethorpe’s firm financing agreement with the RUS, a portion of the notes payable have been reclassified as long-term debt. 

Accounts payable decreased 23.8% primarily as a result of a decrease in payables to Georgia Power Company offset somewhat by an increase in payables for natural gas.

The increase in accrued interest was largely due to the interest expense accrual associated with the lease of Plant Scherer Unit No. 2, which is paid semi-annually. No interest expense was accrued at December 31, 2002 for the Scherer debt as a result of the payment made (as due) on that date.

Accrued and withheld taxes increased as a result of the normal monthly accruals for property taxes, which are generally paid in the fourth quarter of the year.  For information about ad valorem tax appeals relating to Plant Scherer and Plant Vogtle, see “Legal Proceedings” herein.

The decrease in other current liabilities resulted primarily from payment of certain year-end accruals and a performance-based pay accrual.  Partially offsetting this decrease was an increase in accrued operating and maintenance expenses for Plant Doyle.

The amount reflected in 2002 as a decommissioning reserve is now calculated and included as part of the  line item, asset retirement obligations.  As a result of the adoption of SFAS No 143, “Accounting for Asset Retirement Obligations”, Oglethorpe has recorded a $248.1 million asset retirement obligation. (See Note (B) above for a discussion regarding adoption of SFAS No. 143.)

Other deferred credits and other liabilities increased primarily as a result of the merger of Talbot EMC into Oglethorpe.  These deferred credits represent payments made to Talbot EMC, and now Oglethorpe, by its Members for funding the future overhaul of the Talbot facility.  The cost associated with the major overhaul will be expensed as incurred.  Revenues will be recognized as the expenses are recorded.

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New Accounting Pronouncements

For a discussion of New Accounting Pronouncements see Notes B, C and D of Notes to Condensed Financial Statements.

Forward-Looking Statements and Associated Risks

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding, among other items, (i) anticipated transactions by Oglethorpe and (ii) Oglethorpe’s future capital requirements and sources of capital.  These forward-looking statements are based largely on Oglethorpe’s current expectations and are subject to a number of risks and uncertainties, some of which are beyond Oglethorpe’s control.  For factors that could cause actual results to differ materially from those anticipated by these forward-looking statements, see “FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY” AND “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Miscellaneous-Competition” in Items 1 and 7 of Oglethorpe’s 2002 Annual Report on Form 10-K.  In light of these risks and uncertainties, there can be no assurance that events anticipated by the forward-looking statement s contained in this Quarterly Report will in fact transpire.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Oglethorpe’s market risks have not changed materially from the market risks reported in Oglethorpe’s 2002 Annual Report on Form 10-K.

Item 4.  Controls and Procedures

As of September 30, 2003, Oglethorpe had carried out an evaluation, under the supervision and with the participation of its management, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).  Based on this evaluation, the President and Chief Executive Officer and the Senior Vice President, Finance and Planning concluded that Oglethorpe’s disclosure controls and procedures are effective to ensure that information required to be disclosed by Oglethorpe in the reports that Oglethorpe files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods required by the Securities Exchange Act and the rules there under.

No change in Oglethorpe’s internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or are reasonably likely to materially affect, Oglethorpe’s internal control over financial reporting. 

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Ad Valorem Tax Matters

Fulton County Appeal 

On October 20, 2003, the Georgia Department of Revenue issued a “proposed assessment” of Oglethorpe’s property located in the state of Georgia.  The proposed assessment sets forth the statewide value and the value of property located in each of twelve Georgia counties where Oglethorpe owns assets.  The proposed assessment is sent to each of these counties; the counties then issue their final assessments.  Oglethorpe plans to file an appeal of this proposed assessment in the Fulton County Superior Court.  The notice of intent to appeal was filed on November 10, 2003, and the appeal itself is due November 24, 2003.  At this time, Oglethorpe anticipates that the appeal will challenge the state’s proposed assessment as it relates to the valuation of Plant Vogtle in Burke County.  Oglethorpe believes that the proposed valuation of Oglethorpe’s interest in Plant Vogtle of $1,286,125,359 is overstated by about $100 million .  This appeal would be heard by the Fulton County Superior Court, with the right of appeal to the Georgia appellate courts.

Monroe County Appeal 

On October 28, 2003, the Monroe County Board of Assessors issued its assessment of Oglethorpe’s interest in Plant Scherer.  While the state valued this interest at $330,538,885, Monroe County’s assessment used a valuation of $898,722,327.  Oglethorpe plans to challenge Monroe County’s valuation.  The appeal is due in December 2003.  The appeal would proceed either to the county board of equalization or to arbitration, then to Monroe County Superior Court, with the right of appeal to the Georgia appellate courts. 

Oglethorpe accrues for property taxes on a monthly basis, which are generally paid in the fourth quarter of the year.  Oglethorpe has been accruing for property taxes based on the taxes paid in 2002 plus a slight increase.  Until the Fulton County appeal is resolved, Oglethorpe will only be required to pay the undisputed amounts of ad valorem taxes.  In the fourth quarter, Oglethorpe expects to increase its accrual in an amount up to $5 million for property taxes relating to Plant Vogtle and Plant Scherer based on further evaluation of the increased assessments; however, Oglethorpe plans to vigorously oppose these increased assessments through the appeals process described above. 

Environmental Matters

For information about environmental matters that could have an effect on Oglethorpe, see Note (G) to Notes to Condensed Financial Statements.

Item 5.  Other

The Members of Oglethorpe amended Oglethorpe’s Bylaws on November 10, 2003, to change the composition of and the size of Oglethorpe’s Board of Directors from ten to thirteen directors.  The current Board of Directors will serve until the Annual Meeting of the Members in March 2004, at which time the Members will elect new directors to fill the positions created by the amended Bylaws.  The new thirteen-member Board of Directors will consist of eleven directors elected from the Members (the “Member Directors”) and two independent outside directors (the “Outside Directors”).  Five of the Member Directors must be a general manager of an Oglethorpe Member located in each of five geographical regions of the State of Georgia.  An additional five Member Directors must be a director of an Oglethorpe Member located in each of five geographical regions of the State of Georgia.  The eleventh Member Director must be a director o f an Oglethorpe Member.  An Oglethorpe Member may not have both its general manager and one of its directors serve as a director of Oglethorpe at the same time.

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As is currently the case, no person may simultaneously serve as a director of Oglethorpe and either GTC or GSOC, and the Outside Directors may not be a director, officer or employee of GTC, GSOC or any Member or an officer or employee of Oglethorpe.  The directors will continue to be nominated by representatives from each Member whose weighted nomination is based on the number of retail customers served by each Member, and after nomination, elected by a majority vote of the Members, voting on a one-Member, one-vote basis.  The directors will continue to serve staggered three-year terms.

Item 6.  Exhibits and Reports on Form 8-K

       (a)   Exhibits

Number	Description
3.2	Bylaws of Oglethorpe, as amended and restated as of November 10, 2003
4.7.1 (w)	Twenty-Second Supplemental Indenture, dated as of March 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003 (FFB M-8) Note and Series 2003 (RUS M-8) Reimbursement Note
4.7.1. (x)	Twenty-Third Supplemental Indenture, dated as of March 1, 2003, made by Oglethorpe to SunTrust Bank, as trustee, relating to the Series 2003 (FFB N-8) Note and Series 2003 (RUS N-8) Reimbursement Note
31.1	Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith (Principal Executive Officer)
31.2	Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins (Principal Financial Officer)
32.1	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Thomas A. Smith (Principal Executive Officer)
32.2	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Elizabeth B. Higgins (Principal Financial Officer)

       (b)   Reports on Form 8-K

       No reports on Form 8-K were filed by Oglethorpe for the quarter ended September 30, 2003.

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SIGNATURES

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

		Oglethorpe Power Corporation
		(An Electric Membership Corporation)
Date:  November 14, 2003	By:	/s/ Thomas A. Smith
		Thomas A. Smith
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:  November 14, 2003		/s/ Mark Chesla
		Mark Chesla
		Controller
		(Chief Accounting Officer)

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EX-3.2

Exhibit 3.2

OGLETHORPE POWER CORPORATION
(An Electric Membership Corporation)
BYLAWS

As Amended and Restated by the Members as of
November 10, 2003

TABLE OF CONTENTS

Article I		Membership	1
	Section 1.	Qualifications for Membership.	1
	Section 2.	Membership Fee.	1
	Section 3.	Purchase of Capacity and Energy by Members.	1
	Section 4.	Payment by Members of Obligations to the Corporation.	1
	Section 5.	Non-liability of Members for Debts of the Corporation.	1
	Section 6.	Expulsion of Member.	1
	Section 7.	Withdrawal of Member.	2
	Section 8.	Transfer of Membership.	3
Article II		Meeting of Members	4
	Section 1.	Annual Meeting of Members.	4
	Section 2.	Special Meetings of Members.	4
	Section 3.	Notice of Meetings of Members.	4
	Section 4.	Quorum for Meetings of Members; Adjournment.	4
	Section 5.	Voting; Member Action.	5
	Section 6.	Member Representative and Alternate.	5
	Section 7.	Notification of Corporation of Identity of Member Representative and Alternate Representative.	6
	Section 8.	Written Consent of Members.	6
	Section 9.	Compensation of Member Representatives and Alternate Representatives.	6
Article III		Chairman and Vice Chairman of Member Representaives	7
	Section 1.	Officers; Qualifications.	7
	Section 2.	Appointment and Term of Office of Officers.	7
	Section 3.	Removal of Officers.	7
	Section 4.	Chairman of the Member Representatives.	7
	Section 5.	Vice Chairman of the Member Representatives.	7
Article IV		Advisory Board and Nominating Committees	8
	Section 1.	Advisory Board.	8
	Section 2.	Nominating Committee.	8
Article V		Directors	9
	Section 1.	General Powers of Board of Directors.	9
	Section 2.	Term of Directors.	9
	Section 3.	Number and Qualifications of Directors.	9
	Section 4.	Nomination and Election of Directors.	11
	Section 5.	Filling Vacancies on Board of Directors.	13
	Section 6.	Resignation and Removal of Directors.	14
	Section 7.	Compensation of Directors.	14

i

	Section 8.	Power of Directors to Adopt Rules and Regulations and Policies.	14
	Section 9.	Power to Appoint Committees.	14
Article VI		Meeting of Directors	15
	Section 1.	Regular Meetings of Directors.	15
	Section 2.	Special Meetings of Directors.	15
	Section 3.	Notice of Special Meetings of Directors.	15
	Section 4.	Quorum for Meeting of Directors.	15
	Section 5.	Action of Board of Directors.	15
	Section 6.	Written Consent of Directors.	16
Article VII		Officers	16
	Section 1.	Officers; Qualifications.	16
	Section 2.	Appointment and Term of Office of Officers.	16
	Section 3.	Removal of Officers.	16
	Section 4.	Chairman of the Board.	16
	Section 5.	President.	17
	Section 6.	Secretary.	17
	Section 7.	Treasurer.	17
	Section 8.	Appointment of Officers and Agents.	17
	Section 9.	Bonds of Officers.	17
	Section 10.	Compensation of Officers.	17
Article VIII		Cooperative Operation	18
	Section 1.	Interest or Dividends on Capital Prohibited.	18
	Section 2.	Patronage Capital in Connection with Furnishing Electric Energy.	18
	Section 3.	Accounting System and Reports.	19
Article IX		Indemnification and Insurance	19
	Section 1.	Indemnification.	19
	Section 2.	Insurance.	19
Article X		Seal	20
Article XI		Amendment	20

ii

Article I

Membership

Section 1.     Qualifications for Membership.
Any “EMC” (as defined in Section 46-3-171(3) of the Georgia Electric Membership Corporation Act) shall be eligible to become a Member.  An EMC desiring to become a Member shall submit to the Secretary of the Corporation an application for membership in writing.  The application shall be presented to the Board of Directors at the next meeting of the Board held ninety days or more after the date of submission of the application.  The applicant shall become a Member at such time as the Board of Directors has approved its application and the EMC has:

(a)	Paid the membership fee established pursuant to Section 2 of this Article I;
(b)	Executed an agreement to purchase capacity and energy at wholesale from the Corporation on terms and conditions satisfactory to the Board of Directors;
(c)	Agreed to comply with and be bound by the Articles of Incorporation and Bylaws of the Corporation, as amended from time to time, and such policies, rules and regulations as may from time to time be adopted by the Board of Directors; and
(d)	Satisfied all other conditions established for membership by the Board of Directors.

Section 2.     Membership Fee.
The amount of the fee for admission to membership shall be established from time to time by the Board of Directors.

Section 3.     Purchase of Capacity and Energy by Members.
Each Member shall purchase capacity and energy from the Corporation on such terms and conditions as are provided in the Wholesale Power Contract between the Corporation and the Member as the same may exist from time to time.

Section 4.     Payment by Members of Obligations to the Corporation.
Each Member shall pay any and all amounts which may from time to time become due and payable by the Member to the Corporation as and when the same shall become due and payable.

Section 5.     Non-liability of Members for Debts of the Corporation.
A Member shall not, solely by virtue of its status as such, be liable for the debts of the Corporation; and the property of a Member shall not, solely by virtue of its status as such, be subject to attachment, garnishment, execution or other procedure for the collection of such debts.

Section 6.     Expulsion of Member.
Any Member which shall have violated or refused to comply with any of the provisions of the Articles of Incorporation of the Corporation, these Bylaws, or any policy, rule or regulation adopted from time to time by the Board of Directors may be expelled from membership by the affirmative vote of not less than two-thirds of all of the Directors.  Any Member so expelled may be reinstated as a Member by a majority vote of all of the Directors.  Termination of membership shall not release the Member from its debts, liabilities or obligations to the Corporation, including, without limitation, its obligations under the Wholesale Power Contract between the Member and the Corporation.

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Section 7.     Withdrawal of Member.
Any Member may withdraw from membership upon payment in full, or making adequate provisions for the payment in full, of all its debts to the Corporation and upon satisfying or making adequate provisions for the satisfaction of all its liabilities and obligations to the Corporation, including, without limitation, its obligations under the Wholesale Power Contract between the Member and the Corporation, and upon compliance with such other terms and conditions as the Board of Directors may prescribe.

Section 7.a.
          (1)       As to all Members who have executed an Amended and Restated Wholesale Power Contract between the Corporation and the Member dated as of August 1, 1996, as amended from time to time, a Member may withdraw on the following terms.  A Member shall be deemed to have withdrawn from the Corporation, and it shall no longer be a member of the Corporation for any purpose, on the date on which all three (3) of the following conditions have been satisfied:

(a)	the Withdrawing Member has delivered to the Chairman of the Board of the Corporation a Notice of Intent to Withdraw in the form attached as an Exhibit to the Member Agreement, dated as of August 1, 1996, by and among the Corporation, Georgia Transmission Corporation, Georgia System Operations Corporation, and certain members of the Corporation (the “Member Agreement”); and
(b)	the Withdrawing Member has executed and delivered to the Corporation the form of withdrawal agreement attached as an Exhibit to the Member Agreement (the “Withdrawal Agreement”); and
(c)	the Withdrawal has become effective in accordance with the terms and conditions of the Withdrawal Agreement.

          Until the date on which all of the foregoing conditions have been satisfied, the Withdrawing Member shall remain a Member of the Corporation with all of the duties, rights, responsibilities and obligations attendant to membership in the Corporation.

          (2)       As to those Members who have not executed an Amended and Restated Wholesale Power Contract dated as of August 1, 1996, as amended from time to time, a Member may withdraw on the terms set forth in Article l, Section 7, of the Corporation's Bylaws.

          (3)       Notwithstanding anything to the contrary contained in these Bylaws, any amendment to or revocation of this Article l, Section 7.a. shall not be effective as to any Member who, within thirty (30) days after receiving written notification of said amendment or revocation, delivers to the Chairman of the Board of the Corporation a written notification that it does not concur with the amendment or the revocation.

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Section 7.b.

          (1)       As to all Members who have executed an Amended and Restated Wholesale Power Contract between the Corporation and the Member dated as of January 1, 2003, a Member may withdraw on the following terms set forth in this Article I, Section 7.b and not on the terms set forth in Article I, Section 7.a.  A Member shall be deemed to have withdrawn from the Corporation, and it shall no longer be a member of the Corporation for any purpose, on the date on which all three (3) of the following conditions have been satisfied:

(a)	the Withdrawing Member has delivered to the Chairman of the Board of the Corporation a Notice of Intent to Withdraw in the form attached as Exhibit F to the New Business Model Closing Agreement, dated as of January 1, 2003, to which the Corporation is a party (the “Closing Agreement”); and
(b)	the Withdrawing Member has executed and delivered to the Corporation the form of withdrawal agreement attached as Exhibit G to the Closing Agreement (the “2003 Withdrawal Agreement”); and
(c)	the withdrawal has become effective in accordance with the terms and conditions of the 2003 Withdrawal Agreement.

          Until the date on which all of the foregoing conditions have been satisfied, the Withdrawing Member shall remain a Member of the Corporation with all of the duties, rights, responsibilities and obligations attendant to membership in the Corporation.

          (2)       Notwithstanding anything to the contrary contained in these Bylaws, any amendment to or revocation of this Article I, Section 7.b. shall not be effective as to any Member who, within thirty (30) days after receiving written notification of said amendment or revocation, delivers to the Chairman of the Board of the Corporation a written notification that it does not concur with the amendment or the revocation.

Section 8.     Transfer of Membership.
Upon consolidation, merger or sale of substantially all its assets, a Member may transfer its membership to its corporate successor or the purchaser of such assets if such successor or purchaser is otherwise eligible for membership and has met the requirements for membership set forth in this Article I, upon satisfying or making adequate provisions for the satisfaction of all its liabilities and obligations to the Corporation including, without limitation, its obligations under the Wholesale Power Contract between the Member and the Corporation, and upon satisfying any additional terms and conditions the Board of Directors may establish for such transfer, including, without limitation, the payment of a reasonable fee for the transfer.  A membership in the Corporation shall not otherwise be transferable.

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Article II

Meetings of Members

Section 1.     Annual Meeting of Members.
The annual meeting of Members shall be held during the first quarter of each calendar year at a time and place within the service area of the Corporation designated by the Board of Directors; provided that failure to hold the annual meeting shall not work a forfeiture nor shall such failure affect otherwise valid corporate acts.

Section 2.     Special Meetings of Members.
Special meetings of Members may be called by the Chairman of the Board, the President, or upon written request of at least ten percent of all the Members.  Members shall request the call of a special meeting of Members by presenting to the Secretary of the Corporation resolutions of their boards of directors authorizing such action.  Special meetings of the Members shall be held at the time specified by the person or persons calling the meeting, and at such place within the service area of the Corporation as the Board of Directors shall designate from time to time.  In the case of any special meeting of Members called upon the request of less than twenty-five percent of the Members, a majority of the Members present at such meeting may assess all of the expenses of such meeting against the Members requesting the call of the meeting.

Section 3.     Notice of Meetings of Members.
Written notice stating the place, the day and the hour of a meeting of Members and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be provided not less than five nor more than ninety days before the date of the meeting by any reasonable means, by or at the direction of the President.  Reasonable means for providing such notice shall include, but not be limited to, United States mail, telecopier and personal delivery.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with adequate prepaid first class postage thereon addressed to the Member at its address as it appears on the record books of the Corporation.  Notice of any meeting of Members need not be given to any Member who signs a waiver of notice, either before or after the meeting. Attendance of a Member at a meeting shall constit ute waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a Member attends the meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 4.     Quorum for Meetings of Members; Adjournment.
A majority of the Members shall constitute a quorum for any meeting of Members.  A majority of those present may adjourn the meeting from time to time, whether or not a quorum is present.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken; and at the adjourned meeting, any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment, the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member in compliance with Section 3 of this Article II.

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Section 5.     Voting; Member Action.
Each Member shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members.  If a quorum is present at a meeting, the affirmative vote of a majority of the Members represented at the meeting shall be the act of the membership unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 6.     Member Representative and Alternate.
The board of directors of each Member shall appoint as its representative (the “Member Representative”) a member of such board to represent and cast the vote of the Member at all meetings of Members and of the Nominating Committee, and may appoint as its alternate representative (the “Alternate Representative”) the General Manager (which for purposes of these Bylaws shall include the person having the duties of a general manager) of such Member. Except in connection with the first election of Directors pursuant to this Section 6, no person who is a Director of the Corporation, Georgia Transmission Corporation (“GTC”') or Georgia System Operations Corporation (“GSOC”) may serve as a Member Representative or an Alternate Representative.

If a person who is a Member Representative or Alternate Representative shall become disqualified from serving as such, such person shall immediately be deemed to have been removed as Member Representative or Alternate Representative and the board of directors of the Member shall appoint a new Member Representative and may appoint a new Alternate Representative, as the case may be.  If the General Manager of a Member shall become disqualified from serving as Alternate Representative, the board of directors of the Member may appoint as its Alternate Representative an employee or a member of its board.

Each Member shall be entitled to have its Member Representative and Alternate Representative present at each meeting of Members, the Advisory Board and the Nominating Committee.  If the Member Representative shall be absent from any meeting, die, resign or be removed, then the Alternate Representative may represent and cast the vote of the Member at such meeting or until a new Member Representative is appointed if a Member has no Member Representative and no Alternate Representative, an officer of the Member may represent and cast the vote of the Member.  In case of conflicting representation by the officers of a Member, the Member shall be deemed to be represented by its senior officer in the order specified in Section 46-3-266(c) of the Georgia Electric Membership Corporation Act.

The person authorized to cast the vote of a Member in accordance with this Section 6 shall be conclusively presumed to be authorized to vote as he sees fit on all matters submitted to a vote of the Members unless such Member shall specifically limit the voting power of its Member Representative, Alternate Representative or officers, as the case may be, by a written statement executed by the president or vice president and the secretary of the Member under its corporate seal pursuant to a resolution duly adopted by its board of directors, and delivered to the Secretary of the Corporation.

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Section 7.     Notification of Corporation of Identity of Member Representative and Alternate Representative.
Each Member shall file with the Secretary of the Corporation a written statement executed by the president or vice president and the secretary of the Member under its corporate seal, stating the name of its Member Representative and Alternate Representative and, where applicable, the dates of expiration of their respective terms as directors of the Member.  The statement shall contain a certification that the Member Representative and Alternate Representative have been appointed in accordance with a resolution duly adopted by the board of directors of the Member.  A Member may, at any time by resolution of its board of directors and notice to the Corporation, terminate the appointment of its Member Representative or Alternate Representative.  Notice to the Corporation of such action shall be by a written statemen t executed by the president or vice president and the secretary of such Member under its corporate seal.

Section 8.     Written Consent of Members.
Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken shall be signed by persons duly authorized to cast the vote of each Member.

Section 9.     Compensation of Member Representatives and Alternate Representatives.
The compensation of the Member Representatives and Alternate Representatives for service as such and in connection with the Advisory Board and the Nominating Committee shall be fixed from time to time by action of the Members in accordance with Section 5 of this Article II.  Member Representatives and Alternate Representatives also shall be reimbursed for expenses actually and necessarily incurred by them in the performance of their duties.

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Article III

Chairman and Vice Chairman of
Member Representatives

Section 1.     Officers; Qualifications.
The officers of the Member Representatives shall be a Chairman and Vice Chairman.  The Chairman and Vice Chairman must be the duly appointed Member Representative of a Member pursuant to Article II, Section 6 of these Bylaws.

Section 2.     Appointment and Term of Office of Officers.
The Chairman and Vice Chairman of the Member Representatives shall be elected annually by the Member Representatives at the annual meeting of Members held pursuant to Article II, Section 1 of these Bylaws.

The Chairman and Vice Chairman of the Member Representatives shall hold office as such until the next succeeding annual meeting of the Members and until his successor shall have been elected or appointed and shall have qualified, or until his earlier resignation, removal from office or death.  Provided that the individual serving as Chairman and the individual elected Vice Chairman on the effective date of this provision shall continue to serve until the 1999 annual meeting.

Section 3.     Removal of Officers.
The Chairman and Vice Chairman may be removed by the Member Representatives whenever in their judgment the best interest of the Members will be served thereby.

Section 4.     Chairman of the Member Representatives.
The Chairman of the Member Representatives shall:

(a)	preside at all meetings of the Members, the Advisory Board and the Nominating Committee; and
(b)	have such other duties and powers as may be prescribed by the Member Representatives from time to time.

Section 5.     Vice Chairman of the Member Representatives.
The Vice Chairman of the Member Representatives shall:

(a)	in the absence of the Chairman of the Member Representatives, preside at all meetings of the Members, the Advisory Board and the Nominating Committee; and
(b)	have such other duties and powers as may be prescribed by the Member Representatives from time to time.

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Article IV

Advisory Board and Nominating Committee

Section 1.     Advisory Board.
The Corporation shall have an Advisory Board, the members of which shall be the Member Representatives.  The Advisory Board shall convene at three quarterly meetings annually for the purpose of receiving reports from the Board of Directors and management of the Corporation and acting in an advisory capacity.  The Advisory Board shall have no authority to take any official action on behalf of the Corporation or any Member.  When acting in the capacity of a member of the Advisory Board, a Member Representative shall have no fiduciary or other responsibility to the Corporation or any Member, and no Member Representative shall be personally liable to the Corporation or any Member on account of any action taken or not taken as a member of the Advisory Board.

Section 2.     Nominating Committee.
The Corporation shall have a Nominating Committee, the members of which shall be the Member Representatives.  The Nominating Committee shall be responsible for nominating all Directors as provided in Article V, Section 4 of these Bylaws and shall have exclusive authority with respect to all such nominations.  The Nominating Committee shall also have exclusive authority to investigate the accuracy of any affidavit filed by a Member pursuant to this Section 2.  No action taken by the Nominating Committee may be amended, repealed or in any way overruled by the Board of Directors, any committee thereof, or the Members.

Actions taken by the Nominating Committee shall be by votes cast by members of the Nominating Committee, weighted in accordance with the number of customers served through facilities served by the Corporation that are entitled to vote as members of the Member whose Member Representative is casting the vote as a member of the Nominating Committee.  No later than February 15 of each year, each Member shall file with the Secretary of the Corporation an affidavit in such form as may be prescribed by the Board of Directors from time to time sworn to and executed by the chairperson of the Board of Directors of such Member and the General Manager of such Member, stating the number of customers served through facilities served by the Corporation that are entitled to vote as members of such Member as of the immediately preceding December 31.  With respect to any action taken by the Nominating Committee, the number of customers entitled to vote as members of each Member shall be as set forth in the last such affidavit filed with the Secretary of the Corporation by such Member.  Upon a determination by the Nominating Committee that any such affidavit filed by a Member is inaccurate, the Nominating Committee shall determine the number of customers served through facilities served by the Corporation that are entitled to vote as members of such Member.  Such number as determined by the Nominating Committee shall for purposes of any action taken by the Nominating committee thereafter be deemed to be substituted for the number reflected in such inaccurate affidavit.

Either (i) a majority of the members of the Nominating Committee or (ii) a number of members of the Nominating Committee whose votes collectively constitute a majority of the votes of all members of the Nominating Committee shall constitute a quorum for any meeting of the Nominating Committee.  If a quorum is present at a meeting, except as provided in Section 4 of Article V, the affirmative majority vote of the members of the Nominating Committee present at such meeting shall be the act of the Nominating Committee.

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The Nominating Committee may appoint from time to time one or more sub-committees for the purpose of researching, identifying or interviewing candidates for Director or such other purposes related to the function of the Nominating Committee as the Nominating Committee shall specify.

Article V

Directors

Section 1.     General Powers of Board of Directors.
The business and affairs of the Corporation shall be managed by a Board of Directors which shall be elected by the Members.

Section 2.     Term of Directors.
Each Director shall serve for a term ending on the date of the third annual meeting of the Members following the annual meeting at which such Director is elected; provided, however, that unless specified otherwise in Section 3, in connection with the first election of Directors pursuant to this Article V held after the date these Bylaws become effective, the Members may specify shorter terms for any Director for the purpose of providing staggered terms for the Directors.  Each Director shall serve until his successor is appointed or elected and qualified or until his earlier death, resignation or removal.

Section 3.     Number and Qualifications of Directors.
The Board of Directors shall consist of a total of thirteen Directors, one of whom shall be the Member At-Large Director, five of whom shall be Member Regional Directors, five of whom shall be Regional Manager Directors, and two of whom shall be Outside Directors; provided, however, that until the annual meeting of Members in 2004, the Board of Directors shall consist of a total of ten Directors, one of whom shall be the Member At-Large Director, five of whom shall be Member Regional Directors, and four of whom shall be Outside Directors. The Member At-Large Director, Member Regional Directors, and Regional Manager Directors are referred to collectively in these Bylaws as “Member Directors.”  All positions created on the date these Bylaws become effective shall be filled by election at the annual meeting of Members in 2004 or as otherwise provided in this Section 3.< /FONT>

The Member At-Large Director and each Member Regional Director must be a Director of one of the Members.  One Member Regional Director shall come from each of the five regions described in this Section 3.   If at the time these Bylaws become effective any incumbent Member Regional Director is a General Manager of one of the Members, such Member Regional Director shall continue to serve until the annual meeting of Members in 2004, at which time such Member Regional Director shall assume the position of Regional Manager Director for the region in which the Member he is from is located, with that person’s term as Regional Manager Director ending on the same date as his term as Member Regional Director would have ended.

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Each Regional Manager Director must be a General Manager of one of the Members.  One Regional Manager Director shall come from each of the five regions described in this Section 3.

An Outside Director shall have experience in one or more matters pertinent to the Corporation's business, including, without limitation, operations, marketing, finance or legal matters.  No Outside Director may be a current or former officer of the Corporation, a current employee of the Corporation, a former employee of the Corporation who is receiving compensation for prior services (other than benefits under a tax-qualified retirement plan) or a director, officer or employee of GTC, GSOC or any Member.  In addition, no person receiving any remuneration from the Corporation in any capacity other than as an Outside Director, either directly or indirectly and whether in the form of payment for any good or service or otherwise, shall be qualified to serve as an Outside Director.  The term of each Outside Director serving as of the date these Bylaws become effective will be deemed to end as of the annual meeting of Members in 2004, and elections shall be hel d at such annual meeting for all Outside Director positions.

No person may simultaneously serve as a Director of both the Corporation and either GTC or GSOC.  While a Director or General Manager of any Member serves as a Director of the Corporation, then no other person from such Member may serve as a Director of the Corporation.

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The five regions and the Members located in such regions are as follows:

Region 1:	Amicalola EMC	Region 4:	Colquitt EMC
	Carroll EMC		Grady EMC
	Cobb EMC		Irwin EMC
	Coweta-Fayette EMC		Middle Georgia EMC
	Diverse Power Incorporated		Mitchell EMC
	GreyStone Power Corporation		Ocmulgee EMC
			Pataula EMC
Region 2:	Habersham EMC		Sumter EMC
	Hart EMC		Three Notch EMC
	Jackson EMC
	Rayle EMC	Region 5:	Altamaha EMC
	Sawnee EMC		Canoochee EMC
	Walton EMC		Coastal EMC
			Excelsior EMC
Region 3:	Central Georgia EMC		Little Ocmulgee EMC
	Flint EMC		Okefenoke REMC
	Jefferson Energy Cooperative		Planters EMC
	Lamar EMC		Satilla REMC
	Oconee EMC		Slash Pine EMC
	Snapping Shoals EMC
	Tri-County EMC
	Upson County EMC
	Washington EMC

Upon admission of a new Member, the Board of Directors shall assign such new Member to one of the five regions.

Section 4.     Nomination and Election of Directors.
Any qualified person desiring to be considered as a candidate for nomination as a Member Director may file an application for nomination with the Secretary of the Corporation no later than 60 days prior to the date set for the annual meeting of Members at which such Member Director is to be elected; provided, however, that in connection with the first election of Directors after the date these Bylaws become effective, the period during which such applications may be filed pursuant to this Section 4 shall be as established by the Members.  No person may file an application for nomination for more than one Member Director position.

After applications for nomination for Member Director positions have been filed, members of the Nominating Committee may also designate one or more qualified persons as candidates for nomination whether or not any such person filed an application.  Candidates for nomination as Outside Directors shall be recommended to the Nominating Committee by any Member or the staff of the Corporation no later than 60 days prior to the date set for the annual meeting of Members.

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All nominations of Directors by the Nominating Committee shall be made by group, in accordance with the following procedures, applied first to the Member At-Large Director candidates, then to the Member Regional Director candidates as a group, then to the Regional Manager Director candidates as a group, and then to the Outside Director candidates as a group.  Except in those cases where there is one potential nominee for a position, and the Nominating Committee has unanimously voted to vote on that potential nominee by voice vote, all nominations shall be made by voice roll call vote.  Once all nominating votes, or abstentions (which shall be considered a vote), for each of (i) the Member At-Large Director candidates, (ii) the group of Member Regional Director candidates, (iii) the group of Regional Manager Director candidates, and (iv) the group of Outside Director candidates, respectively, have been voiced, the Chairman shall announce at the end of each such group of votes an opportunity for votes to be changed.  After such opportunity, if there are no vote changes, the votes shall be final and effective.  If there are any vote changes, the Chairman shall announce another opportunity for votes to be changed.  This process shall continue until either (a) there are no further vote changes, or (b) all members of the Nominating Committee have changed their vote twice.  No member of the Nominating Committee may change his vote more than twice.  At the end of such process, the votes as previously changed shall be final and effective.

Except as provided in the last sentence of this paragraph, the candidate for each Director position receiving a majority vote of the Nominating Committee shall be the nominee.  If more than two persons apply or are designated by a member of the Nominating Committee as a candidate for nomination for a Director position and no one candidate receives a majority vote of the Nominating Committee, the Nominating Committee shall conduct a second round of voting between the two candidates that received the most votes in the first round of voting, and the candidate receiving a majority vote in such second round shall be the nominee.  If neither candidate receives a majority vote of the Nominating Committee in such second round, the Nominating Committee shall conduct a third round of voting between such candidates.  If neither candidate receives a majority vote of the Nominating Committee in such third round, the candidate receiving the most votes in such third rou nd shall be the nominee.

Any attempted “write-in” vote cast by a Member for any person who has not been selected by majority vote of the Nominating Committee as a Director nominee (regardless of whether such person did or did not apply as a candidate or was or was not designated by a member of the Nominating Committee as a candidate) shall be void, and for purposes of counting votes shall be deemed an abstention.  Directors shall be nominated and elected at each annual meeting of the Members in the following order:

First, the Nominating Committee shall vote to select the nominee for Member  At-Large Director.  The Members shall then vote for the election of such nominee.  If such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee for Member At-Large Director, and the Members shall vote for the election of such nominee.  This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

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Second, the Nominating Committee shall vote to select one nominee for each Member Regional Director position to be elected at such annual meeting of the Members.  The Members shall then vote separately for the election of each such nominee for Member Regional Director.  If any such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee, and the Members shall vote for the election of such nominee.  This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

Third, the Nominating Committee shall vote to select one nominee for each Regional Manager Director position to be elected at such annual meeting of the Members.  The Members shall then vote separately for the election of each such nominee for Regional Manager Director.  If any such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee, and the Members shall vote for the election of such nominee.  This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

Fourth, the Nominating Committee shall vote to select a nominee for each Outside Director position to be elected at such annual meeting.  The Members shall then vote separately for the election of each such nominee.  If any such nominee does not receive a majority of such votes, the Nominating Committee shall vote to select another nominee and the Members shall vote for the election of such nominee.  This nomination and election process shall be repeated as many times as necessary until a nominated candidate has been elected.

Section 5.     Filling Vacancies on Board of Directors.
Except as otherwise provided in Section 3 of this Article V, vacancies occurring among the incumbent Directors may be filled temporarily by the Board of Directors at its next meeting held thirty (30) days or more after the occurrence of the vacancy.  Any Director so appointed shall serve until the next annual meeting of the Members or any special meeting of the Members called for the purpose of filling such position.  At such annual or special meeting of the Members, the Nominating Committee shall nominate and the Members shall elect, in accordance with Section 4 of this Article V, a Director to serve for the unexpired term of the Director whose position was vacated.

Except as otherwise provided in Section 3 of this Article V, vacancies occurring among the Directors due to an increase in the number of Directors shall be filled in accordance with the nomination and election process provided for in Section 4 of this Article V at the meeting of the Members at which the action to increase the number of Directors was taken.

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Section 6.     Resignation and Removal of Directors.
Except as otherwise provided in Section 3 of this Article V, if any Member Director or any Outside Director ceases to be qualified to hold such position, he shall immediately be deemed to be removed as a Director of the Corporation.

Any Member or Director may bring charges against a Director for neglect or breach of duty or other action or inaction which is or may be injurious to the Corporation by filing them in writing with the Secretary, together with a petition signed by twenty-five percent of the Members, requesting that the matter be brought before a meeting of Members.  The removal shall be voted upon at the next regular or special meeting of the Members.  A majority vote of the Members present at the meeting shall determine such removal.  The Director against whom such charges have been brought shall be informed in writing of the charges at least fifteen days prior to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against him shall have the same opportunity.  At any meeting at which a Director is removed by the Members, the Nominating Committee shall nomi nate, and the Members shall elect, in accordance with Section 4 of this Article V, a Director to serve for the unexpired term of such removed Director.  Any Director removed pursuant to this Section 6 shall be eligible to again be nominated to serve as a Director of the Corporation only with the consent of a majority of the Members present and voting at a meeting at which the question is presented.

Section 7.     Compensation of Directors.
The compensation of the Directors shall be fixed by the Board of Directors from time to time.  Directors also shall be reimbursed for expenses actually and necessarily incurred by them in the performance of their duties.

Section 8.     Power of Directors to Adopt Rules and Regulations and Policies.
The Board of Directors shall have the power to adopt policies, rules and regulations for the management, administration and regulation of the business and affairs of the Corporation, provided that they are not inconsistent with law, the Articles of Incorporation or these Bylaws.

Section 9.     Power to Appoint Committees.
Except where the composition of a committee is established by these Bylaws, the Chairman of the Board may establish (and abolish) committees comprised of Directors and others.  Such committees shall not have any of the powers of the Board of Directors, and shall perform such functions as are assigned specifically to them for the purpose of advising or making recommendations to the Board of Directors.  When establishing (and abolishing) such committees, the Chairman of the Board shall comply with such policies, rules and regulations, if any, as may from time to time be adopted by the Board of Directors with respect to such committees.  A majority of the full Board of Directors may also establish (and abolish) committees of the Board pursuant to Section 46-3-297 of the Georgia Electric Membership Corporation Act.

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Article VI

Meetings of Directors

Section 1.     Regular Meetings of Directors.
A regular meeting of the Board of Directors shall be held quarterly or more often at such time and place as the Board of Directors may designate.  Such regular meetings may be held without notice.

Section 2.     Special Meetings of Directors.
Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or by twenty-five percent of the Directors then in office.  The persons calling a special meeting may fix the time and place for the meeting.

Section 3.     Notice of Special Meetings of Directors.
Notice of the time, place and purpose of any special meeting of the Board of Directors shall be given by or at the direction of the Chairman of the Board.

The notice shall be given to each Director, at least five days prior to the meeting, by written notice delivered personally or mailed to each Director at their respective last known addresses. If mailed, such notice shall be deemed delivered when deposited in the United States mail so addressed, with first-class postage thereon prepaid.  Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of notice either before or after the meeting.  Attendance of a Director at a meeting shall constitute waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when the Director attends the meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 4.     Quorum for Meeting of Directors.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  A majority of the Directors present may adjourn the meeting to another time and place without further notice, whether or not a quorum is present.

Section 5.     Action of Board of Directors.

(a)

The vote of a majority of Directors present and voting at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

(b)

Notwithstanding the provisions of Subsection (a) of this Section 5, the affirmative vote of two-thirds of the Directors shall be required to (i) modify, amend or rescind any Member Rate Policy then in effect or (ii) revise any rate for electric power and energy furnished under the Wholesale Power Contracts between each Member and the Corporation.  Notwithstanding the provisions of Article XI hereof, the provisions of this Subsection (b) may not be altered, amended or repealed by the Directors except by the affirmative vote of two-thirds of the Directors.

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Section 6.     Written Consent of Directors.
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the Directors and filed with the minutes of the proceedings of the Board of Directors.

Article VII

Officers

Section 1.     Officers; Qualifications.
The officers of the Corporation shall be a Chairman of the Board, a President, a Secretary, and a Treasurer.  The Chairman of the Board must be a member of the Board of Directors.  The Chairman of the Board must be a Director of one of the Members.  Any two or more offices may be held by the same person, except that one person may not hold both the offices of Chairman of the Board and President and, pursuant to the Georgia Electric Membership Corporation Act, one person may not hold both the offices of President and Secretary.

Section 2.     Appointment and Term of Office of Officers.
The Chairman of the Board shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the Members or as soon thereafter as practicable.  The Chairman of the Board shall hold office as such until the first meeting of the Board of Directors following the next succeeding annual meeting of the Members and until his successor shall have been elected or appointed and shall have qualified, or until his earlier resignation, removal from office, or death.  Each of the President, Secretary and Treasurer shall be appointed by the Board of Directors and shall hold office until his successor shall have been appointed and shall have qualified, or until his earlier resignation, removal from office, or death.

Section 3.     Removal of Officers.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby.

Section 4.     Chairman of the Board.
The Chairman of the Board shall:

(a)	preside at meetings of the Board of Directors; and
(b)	have such other duties and powers as are incident to his office and such other duties and powers as may be prescribed by the Board of Directors from time to time.

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Section 5.     President.
The President shall:

(a)	manage the day-to-day operations and activities of the Corporation;
(b)	have the power to enter into and execute contracts on behalf of the Corporation and to sign certificates, contracts or other instruments on behalf of the Corporation; and
(c)	have such other duties and powers as are incident to his office and such other duties and powers as may be prescribed by the Board of Directors from time to time.

At the determination of the Board of Directors, the President may be designated as chief executive officer of the Corporation, in which case such designation may be added to the title of the office of President.

Section 6.     Secretary.
The Secretary shall be responsible for seeing that minutes of all meetings of the Members and the Board of Directors are kept and shall have authority to certify as to the corporate books and records, and shall keep a register of the address of each Member and Director.  The Secretary shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or the Board of Directors.

Section 7.     Treasurer.
The Treasurer shall oversee the management of the financial affairs of the Corporation by the staff, and shall perform the other duties incident to the office of Treasurer and have such other duties as from time to time may be assigned to him by the President or the Board of Directors.

Section 8.     Appointment of Officers and Agents.
The Board of Directors may appoint from time to time one or more Vice-Chairmen of the Board, Executive or Senior Vice Presidents, Vice Presidents, other officers, assistant officers and agents as the Board of Directors may determine.  In the event the Board of Directors appoints a Vice-Chairman of the Board, such Vice-Chairman must be a Director of one of the Members.  Each such Executive or Senior Vice President, Vice President, other officer, assistant officer and agent shall perform such duties as the action appointing him provides and, unless the action otherwise provides, shall perform such duties as may from time to time be delegated to him by the President and the duties which are generally performed by the elected officers or assistant officers having the same title.

Section 9.     Bonds of Officers.
The Board of Directors shall require all officers and employees of the Corporation to give bond in such sum and with such surety as the Board of Directors shall determine.

Section 10.   Compensation of Officers.
The compensation of all officers shall be determined by the Board of Directors, or by a person or persons designated by the Board of Directors.

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Article VIII

Cooperative Operation

Section 1.     Interest or Dividends on Capital Prohibited.
The Corporation shall at all times be operated on a cooperative basis for the mutual benefit of its Members.  No interest or dividends shall be paid or payable by the Corporation on any capital furnished by Members.

Section 2.     Patronage Capital in Connection with Furnishing Electric Energy.
In the furnishing of electric energy, the Corporation's operation shall be so conducted that all Members will through their patronage furnish capital for the Corporation.  In order to induce patronage and to assure that the Corporation will operate on a cooperative basis, the Corporation is obligated to assign on a patronage basis to all Members patronage dividends in an aggregate amount equal to the Corporation’s Federal taxable income from business done with or for Members (as computed prior to taking into account any deduction for patronage dividends).  All such amounts at the moment of receipt by the Corporation are received with the understanding that they are furnished by Members as capital.  The Corporation is obligated to credit to one or more capital accounts for each Member all such patronage dividends.  The books and reco rds of the Corporation shall be set up and kept in such a manner that at the end of each fiscal year the amount of capital, if any, so furnished by each Member is clearly reflected and credited in an appropriate record to one or more capital accounts for each Member, and the Corporation shall within a reasonable time after the close of the fiscal year notify each Member of the amount of capital so credited to its account or accounts.  All such amounts credited to a capital account of any Member shall have the same status as though they had been paid to the Member in cash in pursuance of a legal obligation to do so and the Member had then furnished the Corporation corresponding amounts for capital.

All other amounts received by the Corporation from its operations in excess of costs and expenses (as computed for Federal income tax purposes) shall, insofar as permitted by law, be (a) used to offset any losses incurred during the current or any prior fiscal year and (b) to the extent not needed for that purpose, allocated to the Members on a patronage basis, and any amounts so allocated shall be included as a part of the capital credited to an appropriate account for each Member.

In the event of dissolution or liquidation of the Corporation, after all its outstanding indebtedness shall have been paid, outstanding capital credits shall be retired without priority on a pro rata basis before any payments are made on account of property rights of Members.  If, at any time prior to dissolution or liquidation, the Board of Directors shall determine that the financial condition of the Corporation will not be impaired thereby, the capital then credited to Members' accounts and the accounts of former Members may be retired in full or in part.  Any such retirements of capital from a particular type account shall be made in order of priority according to the year in which the capital was furnished and credited, the capital first received by the Corporation being first retired.

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Capital credited to the accounts of Members shall be assignable only on the books of the Corporation to a transferee of a Member's membership, pursuant to written instruction from the Member and then only upon satisfaction of all requirements for a transfer of membership established by or pursuant to these Bylaws.

Section 3.     Accounting System and Reports.
The Board of Directors shall cause to be established and maintained a complete accounting system which shall conform to applicable law and to the requirements of the Corporation's lenders.  After the close of each fiscal year, the Board of Directors shall also cause to be made a full and complete audit of the accounts, books and financial condition of the Corporation as of the end of such fiscal year.  A report on the audit for the fiscal year immediately preceding each annual meeting of Members shall be submitted to the Members at such annual meeting.

Article IX

Indemnification and Insurance

Section 1.     Indemnification.
The Corporation shall indemnify each person who is or was a Director, officer, employee or agent of the Corporation (including the heirs, executors, administrators or estate of such person) or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted under Sections 46-3-306(b), (c) and (d) of the Georgia Electric Membership Corporation Act or any successor provisions of the laws of the State of Georgia.  If any such indemnification is requested pursuant to Sections 46-3-306(b) or (c) of said Act or laws, the Board of Directors shall cause a determination to be made (unless a court has ordered the indemnification) in one of the manners prescribed in Section 46-3-306(e) of said Act or laws as to whether indemnification of the party requesting indemnification is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 46-3-306(b) or (c) of said Act or laws.  Upon any such determination that such indemnification is proper, the Corporation shall make indemnification payments of liability, cost, payment or expense asserted against or paid or incurred by him in his capacity as such a director, officer, employee or agent to the maximum extent permitted by said Sections of said Act or laws.  The indemnification obligation of the Corporation set forth herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any other bylaw provision or resolution approved by the Members pursuant to Section 46-3-306(g) of said Act or laws.

Section 2.     Insurance.
The Corporation may purchase and maintain insurance at its expense, to protect itself and any Director, officer, employee or agent of the Corporation (including the heirs, executors, administrators or estate of any such person) against any liability, cost, payment or expense described in Section 1 of this Article IX, whether or not the Corporation would have the power to indemnify such person against such liability.

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Article X

Seal

The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine.  In the event it is inconvenient to use such a seal at any time, the words “Corporate Seal” or the word “Seal”  accompanying the signature of an officer signing for and on behalf of the Corporation shall be the seal of the Corporation.

Article XI

Amendment

These Bylaws may be amended at any meeting of the Board of Directors by the affirmative vote of not less than a majority of the Directors present at a meeting at which a quorum is present provided notice of such meeting containing a copy of the proposed amendment shall have been given not less than five nor more than ninety days prior thereto; provided, however, that the provisions of Section 6 of Article II, Article IV, Sections 1 through 6 of Article V and Article XI of these Bylaws may not be altered, amended or repealed except by the affirmative vote of three-fourths of the Members.

Any bylaw provision adopted by the Board of Directors may be altered, amended or repealed and new provisions adopted by the Members by the affirmative vote of not less than a majority of the Members present at a meeting at which a quorum is present, provided notice of such meeting containing a copy of the proposed amendment shall have been given.  The Members may prescribe that any bylaw provisions adopted by them shall not be altered, amended or repealed by the Board of Directors.

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EX-4.7.1W

Exhibit 4.7.1(w)

This Instrument prepared by and
upon recording, please return to:
Reginald T. O’Shields, Esq.
Sutherland, Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309-3996

PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,
COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION),
GRANTOR,
to
SUNTRUST BANK,
TRUSTEE

TWENTY-SECOND SUPPLEMENTAL
INDENTURE

Relating to the
Series 2003 (FFB M-8) Note
and
Series 2003 (RUS M-8) Reimbursement Note

Dated as of March 1, 2003

FIRST MORTGAGE OBLIGATIONS

          THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of March 1, 2003, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia, as Grantor (hereinafter called the “Company”), and SUNTRUST BANK, formerly known as SunTrust Bank, Atlanta, a banking corporation organized and existing under the laws of the State of Georgia, as Trustee (in such capacity, the “Trustee”).

          WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (hereinafter called the “Original Indenture”), a conformed counterpart of which is attached as Exhibit A to the counterpart of this instrument that will be recorded in Talbot County, Georgia and incorporated herein by reference, for the purpose of conveying and mortgaging to the Trustee, in trust, and granting to the Trustee a security interest in, substantially all of the then-owned and thereafter-acquired real property and tangible personal property, wherever located, and certain of the then-owned and thereafter-acquired intangible personal property of the Company to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations (as defined in the Original Indenture) and the performance of the covenants contained in the Outstanding Secured Obligations and the Original Indenture;

          WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Original Indenture;

          WHEREAS, the Original Indenture has heretofore been amended and supplemented by twenty-one Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, hereinafter sometimes called the “Indenture”), copies of which are attached as Exhibit B to the counterpart of this instrument that will be recorded in Talbot County, Georgia and incorporated herein by reference;

          WHEREAS, the Company intends to acquire certain real property located in Talbot County, Georgia, more particularly described on Exhibit C attached hereto;

          WHEREAS, at the time the Company executed and delivered the Original Indenture, the Company did not have a property interest in any real property located in Talbot County, Georgia;

          WHEREAS, Section 13.5 of the Original Indenture requires the Company to cause all Supplemental Indentures and other instruments of further assurances to be promptly recorded, registered and filed, all in such manner and in such places, as may be required by law fully to preserve and protect the rights of the Holders and the Trustee under the Indenture to all property comprising the Trust Estate, including the property located in Talbot County, Georgia and intended to be acquired by the Company;

          WHEREAS, the Company intends to enter into an Amended and Restated Loan Contract, in or about March 2003, with the United States of America, acting by and through the Administrator of the Rural Utilities Service (“RUS”) which, among other things, provides the terms and conditions of a loan from the Federal Financing Bank (“FFB”) in a principal amount of up to $275,000,000 (the “FFB M-8 Loan”);

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          WHEREAS, the Company’s obligation to repay the FFB M-8  Loan will be evidenced by that certain Series 2003 (FFB M-8) Note, to be dated the date of its authentication (the “Series 2003 (FFB M-8) Note”), from the Company to FFB;

          WHEREAS, RUS will guarantee the Company’s obligation to repay the FFB M-8 Loan;

          WHEREAS, the Company will be obligated to reimburse RUS for any payments made to FFB on behalf of the Company in connection with the FFB M-8 Loan;

          WHEREAS, the Company’s obligation to reimburse RUS for any payment under its guarantee to FFB will be evidenced by that certain Series 2003 (RUS M-8) Reimbursement Note, to be dated the date of its authentication (the “Series 2003 (RUS M-8) Reimbursement Note”; together with the Series 2003 (FFB M-8) Note, the “Series 2003 (M-8) Notes”), from the Company to RUS;

          WHEREAS, the Company desires to execute and deliver this Twenty-Second Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of (i) conveying and confirming unto the Trustee the property more particularly described on Exhibit C, (ii)  assuring that any and all portions of the Trust Estate now owned or hereafter acquired by the Company and located in Talbot County, Georgia are subject to the lien of the Indenture in compliance with Section 13.5 of the Original Indenture and that all Outstanding Secured Obligations are secured by the portions of the Trust Estate now owned or hereafter acquired by the Company and located in Talbot County, Georgia, and (iii) providing for the creation and designation of the Series 2003 (M-8) Notes as Additional Obligations and specifying the forms and provisions thereof;

          WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of the Holders of any of the Obligations at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee, may enter into Supplemental Indentures for the purposes and subject to the conditions set forth in said Section 12.1, including to better assure, convey and confirm unto the Trustee any property subjected to the lien of the Indenture and to create additional series of Obligations under the Indenture and to make provisions for such additional series of Obligations; and

          WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure under the Indenture the payment of the principal of (and premium, if any) and interest on the Series 2003 (M-8) Notes, to make the Series 2003 (M-8) Notes to be issued hereunder, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Company, and to constitute the Indenture a valid and binding lien for the security of the Series 2003 (M-8) Notes, in accordance with its terms, have been done and taken; and the execution and delivery of this Twenty-Second Supplemental Indenture have been in all respects duly authorized by the Company;

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          NOW, THEREFORE, THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE WITNESSETH, that, to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Series 2003 (M-8) Notes, to confirm the lien of the Indenture upon the Trust Estate, including property purchased, constructed or otherwise acquired by the Company since the date of execution of the Original Indenture, to secure performance of the covenants therein and herein contained, to declare the terms and conditions on which the Series 2003 (M-8) Notes are secured, and in consideration of the premises thereof and hereof, the Company by these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and assigns in the trust created thereby and he reby, in trust, all property, rights, privileges and franchises (other than Excepted Property or Excludable Property) of the Company, whether now owned or hereafter acquired, of the character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the Original Indenture, including the property more particularly described in Exhibit C attached hereto, subject to all exceptions, reservations and matters of the character referred to in the Indenture, and does grant a security interest therein for the purposes expressed herein and in the Indenture subject in all cases to Sections 5.2 and 11.2 B of the Original Indenture, and to the rights of the Company under the Indenture including the rights set forth in Article V thereof; but expressly excepting and excluding from the lien and operation of the Indenture all properties of the character specifically excepted as “Excepted Prop erty” or “Excludable Property” in the Original Indenture to the extent contemplated thereby.

          PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under Section 9.14 of the Original Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate, all the Excepted Property described or referred to in Paragraphs A through H, inclusive, of “Excepted Property” in the Original Indenture then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and Pof “Excepted Property” in the Original Indenture (excluding the property described in Section 2 of Exhibit B in the Original Indenture) upon demand of the Trustee or such other trustee or receiver, become subject to the lien of the Indenture to th e extent permitted by law, and the Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take possession thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the lien of the Indenture to the extent and otherwise as hereinabove set forth and as set forth in the Indenture.

          The Company may, however, pursuant to the Granting Clause Third of the Original Indenture subject to the lien of the Indenture any Excepted Property or Excludable Property, whereupon the same shall cease to be Excepted Property or Excludable Property.

          TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby and hereafter (by a Supplemental Indenture or otherwise) granted, bargained, sold, alienated, remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the tenements, hereditaments and appurtenances thereto appertaining (said properties, rights, privileges and franchises, including any cash and securities hereafter deposited or required to be deposited with the Trustee (other than any such cash which is specifically stated in the Original Indenture not to be deemed part of the Trust Estate) being part of the Trust Estate), unto the Trustee, and its successors and assigns in the trust created by the Indenture, forever.

3

          SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent permitted by Section 13.6 of the Original Indenture as to property hereafter acquired (a) any duly recorded or perfected prior mortgage or other lien that may exist thereon at the date of the acquisition thereof by the Company and (b) purchase money mortgages, other purchase money liens, chattel mortgages, conditional sales agreements or other title retention agreements created by the Company at the time of acquisition thereof.

          BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and proportionate benefit and security of the Holders from time to time of all the Outstanding Secured Obligations without any priority of any such Obligation over any other such Obligation and for the enforcement of the payment of such Obligations in accordance with their terms.

          UPON CONDITION that, until the happening of an Event of  Default and subject to the provisions of Article V of the Original Indenture, and not in limitation of the rights elsewhere provided in the Indenture, including the rights set forth in Article V of the Original Indenture, the Company shall be permitted to (i) possess and use the Trust Estate, except cash, securities, Designated Qualifying Securities and other personal property deposited, or required to be deposited, with the Trustee, (ii) explore for, mine, extract, separate and dispose of coal, ore, gas, oil and other minerals, and harvest standing timber, and (iii) receive and use the rents, issues, profits, revenues and other income, products and proceeds of the Trust Estate.

          THE INDENTURE, INCLUDING THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, is given to secure the Outstanding Secured Obligations, and is intended to operate and is to be construed as a deed passing title to the Trust Estate and is made under the provisions of the laws of the State of Georgia relating to deeds to secure debt, and not as a mortgage or deed of trust, and is given to secure the Outstanding Secured Obligations.  Should the indebtedness secured by the Indenture be paid according to the tenor and effect thereof when the same shall become due and payable and should the Company perform all covenants contained in the Indenture in a timely manner, then the Indenture shall be canceled and surrendered.

          AND IT IS HEREBY COVENANTED AND DECLARED that the Series 2003 (M-8) Notes are to be authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the covenants, conditions and trusts set forth herein and in the Original Indenture, and the Company does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit of all Holders of the Outstanding Secured Obligations, as follows:

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ARTICLE I

THE SERIES 2003 (M-8) NOTES AND
CERTAIN PROVISIONS RELATING THERETO

          Section 1.1  Authorization and Terms of the Series 2003 (FFB M-8) Note.

          There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2003 (FFB M-8) Note,” the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.2 hereof.  The principal face amount of the Series 2003 (FFB M-8) Note is limited to $275,000,000.

          The Series 2003 (FFB M-8) Note, when duly executed and issued by the Company, and authenticated and delivered by the Trustee, will be equally and proportionately secured under the Indenture with all other Outstanding Secured Obligations.

          The Series 2003 (FFB M-8) Note shall be dated the date of its authentication.  The Series 2003 (FFB M-8) Note shall mature on December 31, 2025, and shall bear interest from the date of its authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 hereof.  The Series 2003 (FFB M-8) Note shall be authenticated and delivered to, and made payable to, FFB.

          All payments made on the Series 2003 (FFB M-8) Note shall be made as provided in the Series 2003 (FFB M-8) Note in lawful money of the United States of America which will be immediately available on the date payment is due. 

          Section 1.2  Form of the Series 2003 (FFB M-8) Note.

          The Series 2003 (FFB M-8) Note and the Trustee’s certificate of authentication for the Series 2003 (FFB M-8) Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2003 (FFB M-8) Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

          Pursuant to Section 1.20 of the Original Indenture, the United States of America, acting by and through the Administrator of RUS, shall be, and shall have the rights of, the Holder of the Series 2003 (FFB M-8) Note for all purposes under the Indenture at all times during which the Series 2003 (FFB M-8) Note continues to be guaranteed by the United States of America, acting by and through the Administrator of RUS.

5

          Section 1.3  Authorization and Terms of the Series 2003 (RUS M-8) Reimbursement Note.

          There shall be created and established an Additional Obligation in the form of a reimbursement note known as and entitled the “Series 2003 (RUS M-8) Reimbursement Note,” the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.4 hereof. 

          The Series 2003 (RUS M-8) Reimbursement Note, when duly executed and issued by the Company, and authenticated and delivered by the Trustee, will be equally and proportionately secured under the Indenture with all other Outstanding Secured Obligations.

          The Series 2003 (RUS M-8) Reimbursement Note shall be dated the date of its authentication.  The Series 2003 (RUS M-8) Reimbursement Note shall mature and shall bear interest for the periods and at the rates calculated as provided for in the form of note prescribed pursuant to Section 1.4 hereof.  The Series 2003 (RUS M-8) Reimbursement Note shall be authenticated and delivered to, and made payable to, the United States of America, acting by and through the Administrator of RUS.

          All payments made on the Series 2003 (RUS M-8) Reimbursement Note shall be made to the United States of America, acting by and through the Administrator of RUS, at the United States Treasury, Washington, D.C. in lawful money of the United States of America which will be immediately available on the date payment is due.

          The Series 2003 (RUS M-8) Reimbursement Note is an Additional Obligation issued by the Company for the purpose of evidencing the Company’s obligation to reimburse the United States of America, acting by and through the Administrator of RUS, for all amounts paid, or for any advances or loans made to or on behalf of the Company, on account of the guarantee by the United States of America, pursuant to the Rural Electrification Act of 1936, as amended, of the Series 2003 (FFB M-8) Note, and related interest, fees, costs, penalties, charges and other amounts, and constitutes an “RUS Reimbursement Obligation” as described in Section 4.9 of the Original Indenture.

          Section 1.4  Form of the Series 2003 (RUS M-8) Reimbursement Note.

          The Series 2003 (RUS M-8) Reimbursement Note and the Trustee’s certificate of authentication for such Series 2003 (RUS M-8) Reimbursement Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2003 (RUS M-8) Reimbursement Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

6

ARTICLE II

MISCELLANEOUS

          Section 2.1  This Twenty-Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and the Original Indenture, as heretofore supplemented and as hereby supplemented and modified, is hereby confirmed.  Except to the extent inconsistent with the express terms hereof, all of the provisions, terms, covenants and conditions of the Original Indenture shall be applicable to the Series 2003 (M-8) Notes to the same extent as if specifically set forth herein.  All references herein to Sections, definitions or other provisions of the Original Indenture shall be to such Sections, definitions and other provisions as they may be amended or modified from time to time pursuant to the Indenture.  All capitalized terms used in this Twenty-Second Supplemental Indenture shall have the same meanings ascribed to t hem in the Original Indenture, except in cases where the context clearly indicates otherwise.

          Section 2.2  All recitals in this Twenty-Second Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

          Section 2.3  Whenever in this Twenty-Second Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles IX and XI of the Original Indenture, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Twenty-Second Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

          Section 2.4  Nothing in this Twenty-Second Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the Holders of the Outstanding Secured Obligations, any right, remedy or claim under or by reason of this Twenty-Second Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Twenty-Second Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the Holders of Outstanding Secured Obligations.

          Section 2.5  This Twenty-Second Supplemental Indenture may be executed in several counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

7

          Section 2.6  To the extent permitted by applicable law, this Twenty-Second Supplemental Indenture shall be deemed to be a Security Agreement and Financing Statement whereby the Company grants to the Trustee a security interest in all of the Trust Estate that is personal property or fixtures under the Uniform Commercial Code, as adopted or hereafter adopted in one or more of the states in which any part of the properties of the Company are situated.  The mailing address of the Company, as debtor is:

                                        2100 East Exchange Place (30084-5336)
                                        P.O. Box 1349 (30085-1349)
                                        Tucker, GA 

and the mailing address of the Trustee, as secured party, is:

                                        SunTrust Bank
                                        Corporate Trust Department
                                        Mail Code 008
                                 &n bsp;      25 Park Place, 24^th Floor
                                        Atlanta, Georgia 30303-2900

[Signatures on Next Page.]

8

          IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Second Supplemental Indenture to be duly executed under seal as of the day and year first written above.

Company: OGLETHORPE POWER
CORPORATION (AN ELECTRIC
MEMBERSHIP CORPORATION), an
electric membership corporation organized
under the laws of the State of Georgia

By:	/s/ Thomas A. Smith
	Thomas A. Smith
	President and Chief Executive Officer

Signed, sealed and delivered by the Company in the presence of:	Attest:	/s/ Patricia N. Nash
		Patricia N. Nash Secretary

/s/ Reginald T. O’Shields
Witness
/s/  Sharon H. Wright
Notary Public	[CORPORATE SEAL]
[NOTARY SEAL]
My commission expires:        October 14, 2003

[Signatures Continued on Next Page.]

9

[Signatures Continued from Previous Page.]

Trustee:	SUNTRUST BANK, as Trustee a banking corporation organized and existing under the laws of the State of Georgia
Signed, sealed and delivered by the Trustee in the presence of:	By:	/s/ B. A. Donaldson
		Name:  B.A. Donaldson
		Title:    Vice President
	By:	/s/ Rebecca Fischer
/s/ Tim Speakman		Name:  Rebecca Fischer
		Title:    Assistant Vice President
Witness
/s/ Jack Ellerin
Notary Public		[BANK SEAL]
[NOTARY SEAL]
My commission expires:         December 11, 2005

10

Exhibit A

          Conformed counterpart of the Original Indenture intentionally omitted from the counterparts of this Supplemental Indenture recorded in every county in which this Supplemental Indenture is recorded, other than Talbot County, Georgia – See the following summary for cross-reference information for the Original Indenture.

RECORDING INFORMATION FOR
ORIGINAL INDENTURE

COUNTY		DATE FILED		DEED BOOK/PAGE
	Appling		March 19, 1997		301/365
	Ben Hill		March 19, 1997		376/137
	Burke		March 24, 1997		233/364
	Carroll		March 18, 1997		968/529
	Clarke		March 20, 1997		1617/288
	DeKalb		March 18, 1997		9355/401
	Floyd		April 4, 1997		1391/1
	Fulton		March 13, 1997		22279/1
	Heard		March 18, 1997		175/85
	Jackson		March 20, 1997		16-K/688
	Monroe		March 20, 1997		519/97
	Toombs		March 24, 1997		444/318 445/1

A-1

Exhibit B

          Copies of the Supplemental Indentures intentionally omitted from the counterparts of this Supplemental Indenture recorded in every county in which this Supplemental Indenture is recorded, other than Talbot County, Georgia.

B-1

Exhibit C

          All right, title and interest of the Company in and to the electric generating plants and facilities and electric transmission and distribution lines and facilities now owned by the Mortgagor and located in the Counties of Appling, Ben Hill, Burke, Carroll, Clarke, Cobb, DeKalb, Floyd, Fulton, Heard, Jackson, Monroe, Talbot, and Toombs, State of Georgia, or hereafter constructed or acquired by the Company, wherever located, and in and to all extensions and improvements thereof and additions thereto, including all substations, service and connecting lines (both overhead and underground), poles, towers, posts, cross arms, wires, cables, conduits, mains, pipes, tubes, transformers, insulators, meters, electrical connections, lamps, fuses, junction boxes, fixtures, appliances, generators, dynamos, water turbines, water wheels, boilers, steam turbines, motors, switch boards, switch racks, pipe lines, machinery, tool s, supplies, switching and other equipment, and any and all other property of every nature and description, used or acquired for use by the Company in connection therewith and including, without limitation, the following described property, now owned or hereafter acquired, to-wit:

TRACT ONE (“Mead Tract”):

All that tract or parcel of land lying and being in Land Lots 163, 189 and 190 of the 17th District of Talbot County, Georgia, more particularly shown and delineated on a plat of survey entitled “Oglethorpe Power Corporation,” dated 9/19/00, prepared by Surveying Solutions, Inc., certified by Jeffrey L. Nipper, Georgia Registered Land Surveyor No. 2736, which plat is by reference incorporated herein.

Said property is more particularly described as: BEGINNING at the northwest corner of Land Lot 189, which corner is common to Land Lots 188 and 189 (Talbot County), and Land Lots 196 and 197 (Harris County), and from said Point of Beginning, running thence north 89 degrees 48 minutes 25 seconds east a distance of 1,440.25 feet to an iron pin found and concrete monument; thence south 00 degrees 48 minutes 25 seconds west 2,996.87 feet to an iron pin found and concrete monument; thence south 89 degrees 05 minutes 50 seconds east 2,402.14 feet to an iron pin set and a point on the west right of way of Cartledge Road (80’ right-of-way); thence south 89 degrees 05 minutes 50 seconds east 85.23 feet to an iron pin set on the east right of way of said Cartledge Road; thence south 89 degrees 05 minutes 50 seconds east 417.24 feet to an iron pin found and concrete monument; thence south 26 degrees 29 minutes 58 seconds west 2,178.62 feet to an iron pin found and concrete mo nument; thence north 52 degrees 12 minutes 39 seconds west 91.54 feet to a point on the east right of way of Cartledge Road; thence north 52 degrees 12 minutes 39 seconds west 80.52 feet to a point on the west right of way of Cartledge Road; thence north 56 degrees 09 minutes 21 seconds west 136.76 feet to an iron pin found; thence north 32 degrees 10 minutes 40 seconds west 124.14 feet to an iron pin found; thence north 54 degrees 42 minutes 06 seconds west 315.03 feet to a point; thence north 53 degrees 33 minutes 04 seconds west 462.33 feet to a point; thence north 56 degrees 13 minutes 15 seconds west 347.95 feet to a point; thence north 55 degrees 11 minutes 29 seconds west 624.33 feet to an iron pin found; thence north 83 degrees 47 minutes 18 seconds west 343.76 feet to a point; thence north 80 degrees 47 minutes 59 seconds west 295.26 feet to a point; thence south 88 degrees 44 minutes 52 seconds west 478.46 feet to a point; thence south 78 degrees 56 minutes 57 seconds west 171.06 feet to an iron pi n found; thence north 74 degrees 28 minutes 36 seconds west 165.04 feet to an iron pin found; thence north 59 degrees 15 minutes 26 seconds west 78.60 feet to an iron pin found; thence north 08 degrees 12 minutes 20 seconds east 115.99 feet to an iron pin found; thence north 26 degrees 14 minutes 17 seconds west 258.98 feet to an iron pin found on the west land lot line of Land Lot 190; thence north 00 degrees 08 minutes 33 seconds east 254.95 feet to an iron pin found; thence north 00 degrees 22 minutes 43 seconds east 2,966.50 feet to the northwest corner of Land Lot 189 and the Point of Beginning.

C-1

LESS AND EXCEPT:
(“Cartledge Road Tract”)

All that tract or parcel of land lying and being in Land Lot 163 of the 17th District of Talbot County, Georgia, containing 3.640 acres, more particularly described as follows:  To find the point of beginning, commence at the northwest corner of Land Lot 189, which corner is common to Land Lots 188 and 189 (Talbot County), and Land Lots 196 and 197 (Harris County), and from said point, running thence north 89 degrees 48 minutes 25 seconds east a distance of 1,440.25 feet to an iron pin found and concrete monument; thence south 00 degrees 48 minutes 25 seconds west 2,996.87 feet to an iron pin found and concrete monument; thence south 89 degrees 05 minutes 50 seconds east 2,402.14 feet to an iron pin set and a point on the west right of way of Cartledge Road (80’ right-of-way) and the POINT OF BEGINNING; from said Point of Beginning, run south 89 degrees 05 minutes 50 seconds east 85.23 feet to an iron pin set on the east right of way of Cartledge Road; thence run along a curve having a radius of 1,401.08 feet, a length of 159.89 feet, a chord of 159.80 feet on a bearing of south 18 degrees 24 minutes 30 seconds west to a point; thence south 15 degrees 08 minutes 21 seconds west 1,180.76 feet to a point; thence along a curve having a radius of 2,200.26 feet, a length of 620.23 feet, a chord of 618.18 feet on a bearing of south 23 degrees 12 minutes 53 seconds west to a point; thence south 31 degrees 17 minutes 25 seconds west 47.60 feet to a point; thence north 52 degrees 12 minutes 39 seconds west 80.52 feet to a point; thence north 31 degrees 17 minutes 25 seconds west 38.48 feet to a point; thence along a curve having a radius of 2,120.26 feet, a length of 597.68 feet, a chord of 595.71 feet on a bearing of north 23 degrees 12 minutes 53 seconds east to a point; thence north 15 degrees 08 minutes 21 seconds east 1,180.76 feet to a point; thence along a curve having a radius of 1,481.08 feet, a length of 138.78 feet, a chord of 138.73 feet on a bearing of north 17 degrees 49 minutes 25 seconds east to the Point of Beginning.

ALSO, LESS AND EXCEPT:
(“Transmission Line Right of Way Tract”)

Such portion of the above described property as described in a deed from Georgia Kraft Company to Georgia Power Company, dated November 3, 1982, and filed for record in the Office of the Clerk of Harris County, Georgia, on December 6, 1982, which deed and the record thereof are by reference incorporated herein.

ALSO LESS AND EXCEPT:
(“East Side of Cartledge Road Tract”)

All that tract or parcel of land lying and being in Land Lot 163 of the 17th District of Talbot County, Georgia, containing 9.796 acres, more or less, and being a portion of the property shown and delineated on a plat of survey entitled “Oglethorpe Power Corporation,” dated 9/19/00, prepared by Surveying Solutions, Inc., certified by Jeffrey L. Nipper, Georgia Registered Land Surveyor No. 2736, which plat is by reference incorporated herein.

C-2

Said property is more particularly described as follows: BEGIN at an iron pin set at the intersection of the east right of way of said Cartledge Road and the north land lot line of Land Lot 163, said 17th District, AND FROM SAID POINT OF BEGINNING, run thence south 89 degrees 05 minutes 50 seconds east 417.24 feet to an iron pin found and concrete monument; thence south 26 degrees 29 minutes 58 seconds west 2,178.62 feet to an iron pin found and concrete monument; thence north 52 degrees 12 minutes 39 seconds west 91.54 feet to a point on the east right of way of Cartledge Road; thence running along the east right of way of Cartledge Road north 31 degrees 17 minutes 25 seconds east 47.60 feet to an iron pin; thence run along a curve having a radius of 2200.26 feet, a length of 620.23 feet, a chord of north 23 degrees 12 minutes 53 seconds east to a point; thence north 15 degrees 08 minutes 21 seconds east 1180.76 feet to a point; thence run along a curve having a radius of 1401.08 feet, a length of 159.89 feet, a chord of north 18 degrees 24 minutes 30 seconds east to the Point of Beginning.

Being a portion of the property conveyed to Oglethorpe Power Corporation by Warranty Deed from Mead Coated Board, Inc., dated March 15, 2001, recorded in Deed Book 173, page 358, Talbot County, Georgia, Public Real Estate Records.

ALSO LESS AND EXCEPT:
(2003 Conveyance to Findley)

All that tract or parcel of land lying and being in Land Lots 163 and 190 of the 17th District of Talbot County, Georgia, containing 54.414 acres, more or less, being more particularly described as follows:  TO LOCATE THE POINT OF BEGINNING, COMMENCE at an iron pin set at the intersection of the westerly right of way of Cartledge Road (80 foot right of way) with the northerly land lot line of Land Lot 163 and from said POINT OF BEGINNING run along the westerly right of way of Cartledge Road along a curve having a radius of 1,481.08 feet, an arc distance of 139.29 feet and a chord of 139.24 feet on a bearing of south 17 degrees 50 minutes 00 seconds west to a point; thence continuing along said right of way south 15 degrees 08 minutes 21 seconds west a distance of 1,180.76 feet to a point; thence continuing along said right-of-way along a curve having a radius of 2,120.26 feet, an arc distance of 597.68 feet and a chord of 595.71 feet on a bearing of south 23 degree s 12 minutes 53 seconds west to a point; thence continuing along said right-of-way south 31 degrees 17 minutes 25 seconds west 38.49 feet to an iron pin found; thence leaving said right of way of Cartledge Road and running the following courses and distances: north 56 degrees 06 minutes 09 seconds west 136.99 feet; north 32 degrees 10 minutes 12 seconds west 123.98 feet; north 54 degrees 47 minutes 35 seconds west 315.20 feet, and north 53 degrees 33 minutes 04 seconds west 396.85 feet to an iron pin set; thence along a curve having a radius of 337.00 feet, an arc distance of 311.80 feet and a chord of 300.80 feet on a bearing of north 34 degrees 39 minutes 53 seconds west to an iron pin set; thence north 54 degrees 04 minutes 04 seconds west 441.92 feet to an iron pin set; thence along a curve having a radius of 964.74 feet, an arc distance of 90.00 feet and a chord of 89.97 feet on a bearing of north 52 degrees 57 minutes 22 seconds west to an iron pin set; thence north 00 degrees 48 minutes 25 seconds eas t 723.24 feet to an iron pin set in the north land lot line of Land Lot 190; thence along said north land lot line of Land Lot 190, which is the south land lot line of Land Lot 189, and the north land lot line of Land Lot 163, which is the south land lot line of Land Lot 164, south 89 degrees 06 minutes 46 seconds east 1,953.09 feet to an iron pin set on the westerly right-of-way of Cartledge Road and the Point of Beginning.

C-3

Said property is more particularly shown and delineated on a plat of survey entitled “Survey for Thomas W. Findley,” dated May 21, 2002, prepared by Hobbs Smith & Assoc., Inc., certified by Bobby R. Hobbs, Georgia Registered Land Surveyor No. 1610, a copy of which is recorded in Plat Book 226, page 6, in the Office of the Clerk of Superior Court of Talbot County, Georgia, which plat is by reference incorporated herein.

TRACT TWO (“2001 Findley Tract”):

All that tract or parcel of land lying and being in Land Lots 163 and 190 of the 17th District of Talbot County, Georgia, containing 4.468 acres, more or less, and being identified as Tract 3 on a plat of survey entitled “Oglethorpe Power Corporation,” dated 5/15/01, prepared by Surveying Solutions, Inc., certified by Jeffrey L. Nipper, Georgia Registered Land Surveyor No. 2736, which plat is by reference incorporated herein.

Said property is more particularly described as follows: TO FIND THE POINT OF BEGINNING, COMMENCE an iron pin set at the intersection of the west right of way of said Cartledge Road (80 ft. right of way) and the north land lot line of Land Lot 163, said 17th District, and from said point run thence along a curve having a radius of 1481.08 feet, a length of 138.78 feet and a bearing of south 17 degrees 49 minutes 25 seconds west to a point; thence run south 15 degrees 08 minutes 21 seconds west 1180.76 feet to a point; thence run along a curve having a radius of 2120.26 feet, a length of 597.68 feet and a bearing of south 23 degrees 12 minutes 53 seconds west to a point; thence run south 31 degrees 17 minutes 25 seconds west 38.48 feet to a point; thence run south 31 degrees 58 minutes 10 seconds west 407.48 feet to a point; thence run along a curve having a radius of 2311.41 feet, a length of 19.71 feet, and a chord of south 31 degrees 43 minutes 30 seconds west to the POINT OF BEGINNING; from said point of beginning, run along a curve having a radius of 2311.41 feet, a length of 153.73 feet and a bearing of south 29 degrees 34 minutes 32 west seconds west to a point; thence leaving the west right of way of Cartledge Road and running north 47 degrees 49 minutes 19 seconds west 601.09 feet to a point; thence along a curve having a radius of 300.00 feet, a length of 227.21 feet and a bearing of north 26 degrees 07 minutes 29 seconds west to a point; thence north 04 degrees 25 minutes 40 seconds west 473.78 feet to a point; thence along a curve having a radius of 200.00 feet, a length of 174.75 feet and a bearing of north 29 degrees 27 minutes 29 seconds west to a point; thence north 33 degrees 46 minutes 45 seconds east  13.35 feet to a point; thence south 56 degrees 13 minutes 15 seconds east 178.99 feet to a point; thence south 53 degrees 33 minutes 04 seconds east 96.15 feet to a point; thence south 04 degrees 25 minutes 40 seconds east 463.99 feet to a point; thence along a curve having a radius of 150.00 feet, a length of 113.61 feet and a bearing of south 26 degrees 07 minutes 29 seconds east to a point; thence south 47 degrees 49 minutes 19 seconds east 567.56 feet to the westerly right of way of Cartledge Road and the Point of Beginning.

C-4

Being a portion of the property conveyed to Thomas W. Findley by Warranty Deed dated September 11, 1991, recorded in Deed Book 71, page 94, Talbot County, Georgia, Public Real Estate Records.

TRACT THREE (“2003 Findley Tract):

All that tract or parcel of land lying and being in Land Lot 189 of the 17th District of Talbot County, Georgia, containing 30.973 acres, more or less, and being more particularly described as follows:  TO FIND THE POINT OF BEGINNING, LOCATE the common corner between Land Lots 189, 188, 196 and 197, said 17th District, and from thence, running north 89 degrees 48 minutes 25 seconds east a distance of 1,440.25 feet to an iron pin found and the POINT OF BEGINNING; from said Point of Beginning, running thence south 89 degrees 26 minutes 06 seconds east a distance of 450.00 feet to an iron pin set; thence south 00 degrees 48 minutest 25 seconds west a distance of 2,999.46 feet to an iron pin set on the south land lot line of Land Lot 189, which is the north land lot line of Land Lot 190, said 17th District; thence running along said land lot line north 89 degrees 06 minutes 46 seconds west a distance of 450.00 feet to a concrete monument; thence north 00 degrees 48 min utes 25 seconds east a distance of 2,996.93 feet to an iron pin found and the Point of Beginning.

Said property is more particularly shown and delineated on a plat entitled “Survey for Talbot EMC”, dated March 26, 2002, prepared by Hobbs, Smith & Assoc., Inc., certified by Bobby R. Hobbs, Georgia Registered Land Surveyor No. 1610, a copy of which is recorded in Plat Book 226, page 7, in the Office of the Clerk of Superior Court of Talbot County, Georgia, which plat and the record thereof are by reference incorporated herein.

C-5

EX-4.7.1X

Exhibit 4.7.1(x)

This Instrument prepared by and
upon recording, please return to:
Reginald T. O’Shields, Esq.
Sutherland, Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309-3996

PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,
COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR

OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION),
GRANTOR,
to
SUNTRUST BANK,
TRUSTEE

TWENTY-THIRD SUPPLEMENTAL
INDENTURE

Relating to the
Series 2003 (FFB N-8) Note
and
Series 2003 (RUS N-8) Reimbursement Note

Dated as of March 1, 2003

FIRST MORTGAGE OBLIGATIONS

          THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of March 1, 2003, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under the laws of the State of Georgia, as Grantor (hereinafter called the “Company”), and SUNTRUST BANK, formerly known as SunTrust Bank, Atlanta, a banking corporation organized and existing under the laws of the State of Georgia, as Trustee (in such capacity, the “Trustee”).

          WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (hereinafter called the “Original Indenture”), for the purpose of conveying and mortgaging to the Trustee, in trust, and granting to the Trustee a security interest in, substantially all of the then-owned and thereafter-acquired real property and tangible personal property, wherever located, and certain of the then-owned and thereafter-acquired intangible personal property of the Company to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations (as defined in the Original Indenture) and the performance of the covenants contained in the Outstanding Secured Obligations and the Original Indenture;

     WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Original Indenture;

     WHEREAS, the Original Indenture has heretofore been amended and supplemented by twenty-two Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, hereinafter sometimes called the “Indenture”);

          WHEREAS, the Company intends to enter into an Amended and Restated Loan Contract, in or about March 2003, with the United States of America, acting by and through the Administrator of the Rural Utilities Service (“RUS”) which, among other things, provides the terms and conditions of a loan from the Federal Financing Bank (“FFB”) in a principal amount of up to $313,665,000 (the “FFB N-8 Loan”);

          WHEREAS, the Company’s obligation to repay the FFB N-8 Loan will be evidenced by that certain Series 2003 (FFB N-8) Note, to be dated the date of its authentication (the “Series 2003 (FFB N-8) Note”), from the Company to FFB;

          WHEREAS, RUS will guarantee the Company’s obligation to repay the FFB N-8 Loan;

          WHEREAS, the Company will be obligated to reimburse RUS for any payments made to FFB on behalf of the Company in connection with the FFB N-8 Loan;

          WHEREAS, the Company’s obligation to reimburse RUS for any payment under its guarantee to FFB will be evidenced by that certain Series 2003 (RUS N-8) Reimbursement Note, to be dated the date of its authentication (the “Series 2003 (RUS N-8) Reimbursement Note”; together with the Series 2003 (FFB N-8) Note, the “Series 2003 (N-8) Notes”), from the Company to RUS;

1

          WHEREAS, the Company desires to execute and deliver this Twenty-Third Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of (i) conveying and confirming unto the Trustee the property more particularly described on Exhibit A, and (ii) providing for the creation and designation of the Series 2003 (N-8) Notes as Additional Obligations and specifying the forms and provisions thereof;

          WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of the Holders of any of the Obligations at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee, may enter into Supplemental Indentures for the purposes and subject to the conditions set forth in said Section 12.1, including to better assure, convey and confirm unto the Trustee any property subjected to the lien of the Indenture and to create additional series of Obligations under the Indenture and to make provision for such additional series of Obligations; and

          WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure under the Indenture the payment of the principal of (and premium, if any) and interest on the Series 2003 (N-8) Notes, to make the Series 2003 (N-8) Notes to be issued hereunder, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Company, and to constitute the Indenture a valid and binding lien for the security of the Series 2003 (N-8) Notes, in accordance with its terms, have been done and taken; and the execution and delivery of this Twenty-Third Supplemental Indenture have been in all respects duly authorized by the Company;

          NOW, THEREFORE, THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE WITNESSETH, that, to secure the payment of the principal of (and premium, if any) and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Series 2003 (N-8) Notes, to confirm the lien of the Indenture upon the Trust Estate, including property purchased, constructed or otherwise acquired by the Company since the date of execution of the Original Indenture, to secure performance of the covenants therein and herein contained, to declare the terms and conditions on which the Series 2003 (N-8) Notes are secured, and in consideration of the premises thereof and hereof, the Company by these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and assigns in the trust created thereby and her eby, in trust, all property, rights, privileges and franchises (other than Excepted Property or Excludable Property) of the Company, whether now owned or hereafter acquired, of the character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the Original Indenture, including the property more particularly described in Exhibit A attached hereto, subject to all exceptions, reservations and matters of the character referred to in the Indenture, and does grant a security interest therein for the purposes expressed herein and in the Indenture subject in all cases to Sections 5.2 and 11.2 B of the Original Indenture, and to the rights of the Company under the Indenture including the rights set forth in Article V thereof; but expressly excepting and excluding from the lien and operation of the Indenture all properties of the character specifically excepted as “Excepted Prope rty” or “Excludable Property” in the Original Indenture to the extent contemplated thereby.

2

          PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee appointed under Section 9.14 of the Original Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have entered into possession of all or substantially all of the Trust Estate, all the Excepted Property described or referred to in Paragraphs A through H, inclusive, of “Excepted Property” in the Original Indenture then owned or thereafter acquired by the Company, shall immediately, and, in the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and P of “Excepted Property” in the Original Indenture (excluding the property described in Section 2 of Exhibit B in the Original Indenture) upon demand of the Trustee or such other trustee or receiver, become subject to the lien of the Indenture to t he extent permitted by law, and the Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take possession thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the lien of the Indenture to the extent and otherwise as hereinabove set forth and as set forth in the Indenture.

          The Company may, however, pursuant to the Granting Clause Third of the Original Indenture subject to the lien of the Indenture any Excepted Property or Excludable Property, whereupon the same shall cease to be Excepted Property or Excludable Property.

          TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby and hereafter (by a Supplemental Indenture or otherwise) granted, bargained, sold, alienated, remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the tenements, hereditaments and appurtenances thereto appertaining (said properties, rights, privileges and franchises, including any cash and securities hereafter deposited or required to be deposited with the Trustee (other than any such cash which is specifically stated in the Original Indenture not to be deemed part of the Trust Estate) being part of the Trust Estate), unto the Trustee, and its successors and assigns in the trust created by the Indenture, forever.

          SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent permitted by Section 13.6 of the Original Indenture as to property hereafter acquired (a) any duly recorded or perfected prior mortgage or other lien that may exist thereon at the date of the acquisition thereof by the Company and (b) purchase money mortgages, other purchase money liens, chattel mortgages, conditional sales agreements or other title retention agreements created by the Company at the time of acquisition thereof.

          BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and proportionate benefit and security of the Holders from time to time of all the Outstanding Secured Obligations without any priority of any such Obligation over any other such Obligation and for the enforcement of the payment of such Obligations in accordance with their terms.

          UPON CONDITION that, until the happening of an Event of  Default and subject to the provisions of Article V of the Original Indenture, and not in limitation of the rights elsewhere provided in the Indenture, including the rights set forth in Article V of the Original Indenture, the Company shall be permitted to (i) possess and use the Trust Estate, except cash, securities, Designated Qualifying Securities and other personal property deposited, or required to be deposited, with the Trustee, (ii) explore for, mine, extract, separate and dispose of coal, ore, gas, oil and other minerals, and harvest standing timber, and (iii) receive and use the rents, issues, profits, revenues and other income, products and proceeds of the Trust Estate.

3

          THE INDENTURE, INCLUDING THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE, is given to secure the Outstanding Secured Obligations, and is intended to operate and is to be construed as a deed passing title to the Trust Estate and is made under the provisions of the laws of the State of Georgia relating to deeds to secure debt, and not as a mortgage or deed of trust, and is given to secure the Outstanding Secured Obligations.  Should the indebtedness secured by the Indenture be paid according to the tenor and effect thereof when the same shall become due and payable and should the Company perform all covenants contained in the Indenture in a timely manner, then the Indenture shall be canceled and surrendered.

          AND IT IS HEREBY COVENANTED AND DECLARED that the Series 2003 (N-8) Notes are to be authenticated and delivered and the Trust Estate is to be held and applied by the Trustee, subject to the covenants, conditions and trusts set forth herein and in the Original Indenture, and the Company does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit of all Holders of the Outstanding Secured Obligations, as follows:

ARTICLE I

THE SERIES 2003 (N-8) NOTES AND
CERTAIN PROVISIONS RELATING THERETO

          Section 1.1  Authorization and Terms of the Series 2003 (FFB N-8) Note.

          There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the “Series 2003 (FFB N-8) Note,” the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.2 hereof.  The principal face amount of the Series 2003 (FFB N-8) Note is limited to $313,665,000.

          The Series 2003 (FFB N-8) Note, when duly executed and issued by the Company, and authenticated and delivered by the Trustee, will be equally and proportionately secured under the Indenture with all other Outstanding Secured Obligations.

          The Series 2003 (FFB N-8) Note shall be dated the date of its authentication.  The Series 2003 (FFB N-8) Note shall mature on December 31, 2025, and shall bear interest from the date of its authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 hereof.  The Series 2003 (FFB N-8) Note shall be authenticated and delivered to, and made payable to, FFB.

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          All payments made on the Series 2003 (FFB N-8) Note shall be made as provided in the Series 2003 (FFB N-8) Note in lawful money of the United States of America which will be immediately available on the date payment is due. 

          Section 1.2  Form of the Series 2003 (FFB N-8) Note.

          The Series 2003 (FFB N-8) Note and the Trustee’s certificate of authentication for the Series 2003 (FFB N-8) Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2003 (FFB N-8) Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Original Indenture.

          Pursuant to Section 1.20 of the Original Indenture, the United States of America, acting by and through the Administrator of RUS, shall be, and shall have the rights of, the Holder of the Series 2003 (FFB N-8) Note for all purposes under the Indenture at all times during which the Series 2003 (FFB N-8) Note continues to be guaranteed by the United States of America, acting by and through the Administrator of RUS.

          Section 1.3  Authorization and Terms of the Series 2003 (RUS N-8) Reimbursement Note.

          There shall be created and established an Additional Obligation in the form of a reimbursement note known as and entitled the “Series 2003 (RUS N-8) Reimbursement Note,” the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and Section 1.4 hereof. 

          The Series 2003 (RUS N-8) Reimbursement Note, when duly executed and issued by the Company, and authenticated and delivered by the Trustee, will be equally and proportionately secured under the Indenture with all other Outstanding Secured Obligations.

          The Series 2003 (RUS N-8) Reimbursement Note shall be dated the date of its authentication.  The Series 2003 (RUS N-8) Reimbursement Note shall mature and shall bear interest for the periods and at the rates calculated as provided for in the form of note prescribed pursuant to Section 1.4 hereof.  The Series 2003 (RUS N-8) Reimbursement Note shall be authenticated and delivered to, and made payable to, the United States of America, acting by and through the Administrator of RUS.

          All payments made on the Series 2003 (RUS N-8) Reimbursement Note shall be made to the United States of America, acting by and through the Administrator of RUS, at the United States Treasury, Washington, D.C. in lawful money of the United States of America which will be immediately available on the date payment is due.

          The Series 2003 (RUS N-8) Reimbursement Note is an Additional Obligation issued by the Company for the purpose of evidencing the Company’s obligation to reimburse the United States of America, acting by and through the Administrator of RUS, for all amounts paid, or for any advances or loans made to or on behalf of the Company, on account of the guarantee by the United States of America, pursuant to the Rural Electrification Act of 1936, as amended, of the Series 2003 (FFB N-8) Note, and related interest, fees, costs, penalties, charges and other amounts, and constitutes an “RUS Reimbursement Obligation” as described in Section 4.9 of the Original Indenture.

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          Section 1.4  Form of the Series 2003 (RUS N-8) Reimbursement Note.

          The Series 2003 (RUS N-8) Reimbursement Note and the Trustee’s certificate of authentication for such Series 2003 (RUS N-8) Reimbursement Note shall be substantially in the form set forth in an Officers’ Certificate to be delivered to the Trustee by the Company, which shall establish the terms and conditions of the Series 2003 (RUS N-8) Reimbursement Note pursuant to Section 2.1 of the Original Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the Indenture.

ARTICLE II

MISCELLANEOUS

          Section 2.1  This Twenty-Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and shall form a part thereof, and the Original Indenture, as heretofore supplemented and as hereby supplemented and modified, is hereby confirmed.  Except to the extent inconsistent with the express terms hereof, all of the provisions, terms, covenants and conditions of the Original Indenture shall be applicable to the Series 2003 (N-8) Notes to the same extent as if specifically set forth herein.  All references herein to Sections, definitions or other provisions of the Original Indenture shall be to such Sections, definitions and other provisions as they may be amended or modified from time to time pursuant to the Indenture.  All capitalized terms used in this Twenty-Third Supplemental Indenture shall have the same meanings ascribed to the m in the Original Indenture, except in cases where the context clearly indicates otherwise.

          Section 2.2  All recitals in this Twenty-Third Supplemental Indenture are made by the Company only and not by the Trustee; and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full.

          Section 2.3  Whenever in this Twenty-Third Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles IX and XI of the Original Indenture, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Twenty-Third Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

6

          Section 2.4  Nothing in this Twenty-Third Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the Holders of the Outstanding Secured Obligations, any right, remedy or claim under or by reason of this Twenty-Third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Twenty-Third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the Holders of Outstanding Secured Obligations.

          Section 2.5  This Twenty-Third Supplemental Indenture may be executed in several counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

          Section 2.6  To the extent permitted by applicable law, this Twenty-Third Supplemental Indenture shall be deemed to be a Security Agreement and Financing Statement whereby the Company grants to the Trustee a security interest in all of the Trust Estate that is personal property or fixtures under the Uniform Commercial Code, as adopted or hereafter adopted in one or more of the states in which any part of the properties of the Company are situated.  The mailing address of the Company, as debtor is:

2100 East Exchange Place (30084-5336)
P.O. Box 1349 (30085-1349)
Tucker, GA 

and the mailing address of the Trustee, as secured party, is:

SunTrust Bank
Corporate Trust Department
Mail Code 008
25 Park Place, 24^th Floor
Atlanta, Georgia 30303-2900

[Signatures on Next Page.]

7

          IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Third Supplemental Indenture to be duly executed under seal as of the day and year first written above.

Company:	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized under the laws of the State of  Georgia
	By:	/s/ Thomas A. Smith
		Thomas A. Smith
		President and Chief Executive Officer
Signed, sealed and delivered by the Company in the presence of:	Attest:		/s/ Patricia N. Nash
			Patricia N. Nash
			Secretary
/s/ Reginald T. O’Shields
Witness
/s/ Sharon H. Wright
Notary Public			[CORPORATE SEAL]
[NOTARY SEAL]
My commission expires:      October 14, 2003

[Signatures Continued on Next Page.]

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[Signatures Continued from Previous Page.]

Trustee: SUNTRUST BANK, as Trustee
a banking corporation organized and
existing under the laws of the State of
Georgia

	By:	/s/ B. A. Donaldson
Signed, sealed and delivered by the Trustee in the presence of:		Name:  B.A. Donaldson Title:    Vice President
	By:	/s/ Rebecca Fischer
/s/ Tim Speakman		Name:   Rebecca Fischer
		Title:     Assistant Vice President
Witness
/s/ Jack Ellerin
Notary Public		[BANK SEAL]
[NOTARY SEAL]
My commission expires:      December 11, 2005

9

Exhibit A

          All right, title and interest of the Company in and to the electric generating plants and facilities and electric transmission and distribution lines and facilities now owned by the Mortgagor and located in the Counties of Appling, Ben Hill, Burke, Carroll, Clarke, Cobb, DeKalb, Floyd, Fulton, Heard, Jackson, Monroe, Talbot, and Toombs, State of Georgia, or hereafter constructed or acquired by the Company, wherever located, and in and to all extensions and improvements thereof and additions thereto, including all substations, service and connecting lines (both overhead and underground), poles, towers, posts, cross arms, wires, cables, conduits, mains, pipes, tubes, transformers, insulators, meters, electrical connections, lamps, fuses, junction boxes, fixtures, appliances, generators, dynamos, water turbines, water wheels, boilers, steam turbines, motors, switch boards, switch racks, pipe lines, machinery, tool s, supplies, switching and other equipment, and any and all other property of every nature and description, used or acquired for use by the Company in connection therewith and including, without limitation, the following described property, now owned or hereafter acquired, to-wit:

1.       ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 173, 174, 177 and 178 (the below referenced survey discloses approximate locations of the lines of such Land Lots, and according thereto, the OPC Block Property is located within Land Lots 173, 177 and 178) of the 4^th Land District, Heard County, Georgia, and being more particularly described as follows:

To find the TRUE POINT OF BEGINNING, begin at the concrete monument found at the point located at the land lot corner common to Land Lots 155 and 156, Carroll County, Georgia, and Land Lots 168 and 169, 4^th Land District, Heard County, Georgia; thence run south 59 degrees 44 minutes 01 seconds east a distance of 12307.71 feet to a fence corner (known as Southwest corner of Switchyard); thence run south 48 degrees 37 minutes 33 seconds west a distance of 1514.39 feet to a point; thence run north 44 degrees 59 minutes 33 seconds west a distance of 880.74 feet to a point, which point is the TRUE POINT OF BEGINNING.  FROM THE TRUE POINT OF BEGINNING as thus established, thence running south 45 degrees 00 minutes 27 seconds west a distance of 1249.16 feet to a point; thence running north 44 degrees 59 minutes 33 seconds west a distance of 440.38 feet to a point; thence running north 45 degrees 00 minutes 27 seconds east a distance of 1249.16 feet to a point; thence running south 44 degrees 59 minutes 33 seconds east a distance of 440.38 feet to a point and the TRUE POINT OF BEGINNING; being designated Oglethorpe Power Corporation Wansley Block Tract 3, containing 12.629 acres, more or less, all as shown on survey for Georgia Power Co., Atlanta, Ga. Land Department, Plant Wansley Combined Cycle Site Division of Property between Co-Owners, dated May 26, 2000, and certified by M. Greg Johnson, Georgia Registered Land Surveyor No. 2203, a copy of which survey is recorded at Plat Book 11, pages 35 and 36, Heard County, Georgia records (OPC Block Property - - 100% interest).

          ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 173, 174, 177 and 178 (the below referenced survey discloses approximate locations of the lines of such Land Lots, and according thereto, the OPC Warehouse Property is located within Land Lot 178) of the 4^th Land District, Heard County, Georgia, and being more particularly described as follows:

A-1

To find the TRUE POINT OF BEGINNING, begin at the concrete monument found at the point located at the land lot corner common to Land Lots 155 and 156, Carroll County, Georgia, and Land Lots 168 and 169, 4^th Land District, Heard County, Georgia; thence run south 59 degrees 44 minutes 01 seconds east a distance of 12307.71 feet to a fence corner (known as Southwest corner of Switchyard); thence run south 48 degrees 37 minutes 33 seconds west a distance of 1514.39 feet to a point; thence run south 45 degrees 00 minutes 27 seconds west a distance of 1249.16 feet to a point; thence run north 44 degrees 59 minutes 33 seconds west a distance of 1544.00 feet to a point, which point is the TRUE POINT OF BEGINNING.  FROM THE TRUE POINT OF BEGINNING as thus established, thence running south 45 degrees 00 minutes 27 seconds west a distance of 263.17 feet to a point; thence running north 44 degrees 59 minutes 33 seconds west a distance of 112.50 feet to a p oint; thence running north 45 degrees 00 minutes 27 seconds east a distance of 263.17 feet to a point; thence running south 44 degrees 59 minutes 33 seconds east a distance of 112.50 feet to a point and the TRUE POINT OF BEGINNING; being designated Tract 7, containing 0.680 acres, more or less, all as shown on survey for Georgia Power Co., Atlanta, Ga. Land Department, Plant Wansley Combined Cycle Site Division of Property between Co-Owners, dated May 26, 2000, and certified by M. Greg Johnson, Georgia Registered Land Surveyor No. 2203, a copy of which survey is recorded at Plat Book 11, pages 35 and 36, Heard County, Georgia records (OPC Warehouse Property - - 100% interest).

          TOGETHER WITH the rights and easements appurtenant to the above described property created and established by, and subject to the terms and provisions of and the easements affecting the above described property created and established by, that certain Declaration of Covenants and Cross-Easements for Wansley CC Blocks dated as of July 13, 2000, recorded in Deed Book 1297, page 135, Carroll County, Georgia records, and in Deed Book 211, page 180, Heard County, Georgia records, as amended and restated by that certain Amended and Restated Declaration of Covenants and Cross-Easements for Wansley CC Blocks dated as of November 15, 2001, by and among Georgia Power Company, Oglethorpe Power Corporation (An Electric Membership Corporation), Municipal Electric Authority of Georgia, and City of Dalton, an incorporated municipality in the State of Georgia, acting by and through the Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, recorded or to be recorded in the Carroll County, Georgia, records and the Heard County, Georgia records, and the interest of Grantor in and to the Wansley CC Projects Common Facilities as defined and established in that certain Plant Wansley CC Projects Ownership Participation Agreement by and among Georgia Power Company, Oglethorpe Power Corporation (an Electric Membership Corporation) and Municipal Electric Authority of Georgia (a public corporation and instrumentality of the State of Georgia) dated as of November 15, 2001, recorded or to be recorded in the Carroll County, Georgia records and the Heard County, Georgia records on or about even date herewith.

2.       All that tract or parcel of land lying and being in Land Lot 243 of the Third District of Heard County, Georgia, and being designated Tract II containing 1.893 acres on plat of survey for Georgia Power Co., Atlanta, Ga., prepared by M. Greg Johnson, Georgia Registered Land Surveyor No. 2203 and dated July 18, 2000 and more particularly described as follows:

A-2

BEGIN at the common corner of Land Lots 268, 269, 243 and 242 of the Third District, Heard County, Georgia and run thence south 0 degrees 51 minutes 58 seconds west 801.59 feet to a point, which said point is the point of beginning, from said point of beginning run thence north 87 degrees 34 minutes 50 seconds east 269.4 feet to a point; thence run south 2 degrees 25 minutes 10 seconds east 250.0 feet to a point; thence run south 69 degrees 37 minutes 21 seconds west 303.94 feet to a point; thence run north 0 degrees 51 minutes 58 seconds east 344.28 feet to a point, which said point is the point of beginning (Fee Simple Parcel for Pumping Station - - 25% undivided interest).

3.       A nonexclusive driveway easement for ingress and egress over and through all that tract or parcel of land situate, lying and being in Land Lot 243 of the Third District of Heard County, Georgia as shown on plat of survey for Georgia Power Co., Atlanta, Ga., prepared by M. Greg Johnson, Georgia Registered Land Surveyor No. 2203 and dated July 18, 2000 and being shown as 30’ ingress and egress easement on said plat and further being designated as Tract I containing .981 acres on said plat and more particularly described as follows:

To find the point of beginning, begin at the common corner of Land Lots 268, 269, 243 and 242 of the Third District and run thence south 0 degrees 51 minutes 58 seconds west 801.59 feet to a point, thence run north 87 degrees 34 minutes 50 seconds east 269.4 feet to a point, thence run south 2 degrees 25 minutes 10 seconds east 250 feet to a point, which said point is the point of beginning.  From said point of beginning run thence south 2 degrees 25 minutes 10 seconds east 1422.14 feet to a point, which said point is on the northerly right of way of Georgia Highway No. 34 (100’ right of way) south 60 degrees 37 minutes 23 seconds west 33.66 feet to a point; thence run north 2 degrees 25 minutes 10 seconds west 1427.68 feet to a point; thence run north 69 degrees 37 minutes 21 seconds east 31.54 feet to a point, which said point is the point of beginning.

Tracts I and II being as shown on plat of survey described as Plant Wansley Gas Metering Site Property, which plat is dated July 18, 2000, prepared by M. Greg Johnson, Georgia Registered Land Surveyor Number 2203, and recorded in Plat Book 11, Pages 93-94, Office of the Clerk of the Superior Court of Heard County, Georgia and reference to which said plat is hereby made for a more complete and accurate description of the metes and bounds of Tracts I and II, aforesaid (Nonexclusive Driveway Easement - - 25% undivided interest).

4.       ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 243, 242, 241, 271, 272 and 270 of the 3^rd District and Land Lots 185, 184, 183, 182, 181, 180, 190, 191, of the 4^th District, all in Heard County, Georgia and being more particularly described as follows:

To find the TRUE POINT OF BEGINNING, commence at a 1” open top pipe found at the common corner to Land Lots 268, 269, 243 and 242 of the Third District, Heard County, Georgia; running thence South 00° 51’ 58” West, 801.59 feet to a ½” rebar with GPC yellow cap found at the northwestern corner of property owned now or formerly by Georgia Power Company; running thence along the northerly boundary line of said property also being the southerly boundary line of property owned now or formerly by Estate of T.W. Goodson, Sr.  North 87° 34’ 50” East, 269.40 feet to a point and the TRUE POINT OF BEGINNING. 

A-3

          From the TRUE POINT OF BEGINNING as thus established and running thence over property owned now or formerly by the Estate of T.W. Goodson, Sr. North 02°25’10” West, 791.35 feet to a 1” open top pipe found on the southerly boundary line of property now or formerly owned by J.J. Dyer and the land lot line common to Land Lots 242 and 243; running thence through said property of J.J. Dyer North 02° 25’10” West, 1544.75 feet to a point on the southerly boundary line of property owned now or formerly by Paul Welsh; running thence through said property North 02°25’10” West, 811.50 feet to a point; running thence North 42°34’50” East, 118.87 feet to a point in the centerline of Enon Grove Road (30’ R/W); running thence from said centerline and through the property now or formerly owned by the Estate of T.W. Goodson, Sr. North 42°34’50” East, 100.34 feet to a point on the westerly boundary of property now or formerly owned by Georgia Power Company, ; running thence along the westerly boundary of property owned now or formerly by Georgia Power Company the following courses and distances: North 02°25’10” West, 876.15 feet to a point; North 12°02’15” West, 479.86 feet to a point; North 02°28’11” West, 1520.79 feet to a point; North 01°50’18” West, 1573.35 feet to a point; North 04°36’52” West, 1880.14 feet to a point; North 02°30’47”West, 423.63 feet to a point; North 03°29’21”West, 1922.33 feet to a point; North 02°47’01”West, 1054.26 feet to a point on the property line separating property owned now or formerly by Plantation Pipe Line Company and Georgia Power Company property; thence running South 88°32’38”East, 40.11 feet to a point; thence North 02°47’01”West, 261.17 feet to a point; thence through said Plantation Pipeline Company property North 26°34’51” West, 443.99 feet to a point in the centerline of Enon Grove Road (30’ R/W); thence across said right of way of Enon Grove Road and running through property owned now or formerly by Joe D. Stephens Jr. North 26°34’51” West, 257.67 feet to a point; continuing through the property of Joe D. Stephens Jr. North 03°00’54” West, 549.80 feet to a point on the southerly boundary line of property owned now or formerly by Joe D. Stephens Jr. and Anne Stephens Henry and being the approximate land lot line common to Land Lots 185 and 184; thence running through the property of Joe D. Stephens Jr. and Anne Stephens Henry the following courses and distances: North 03°00’54” West, 783.27 feet to a point; North 18°51’40” East, 773.53 feet to a point; North 03°08’51” West, 3391.56 feet to a point on the southerly boundary line of property owned now or formerly by Ge orgia Power Company; running thence through said property North 03°08’51” West, 3796.89 feet to a point on the south side of Sellars Road (50’ R/W); thence continuing across the right-of-way of Sellars Road and through said Georgia Power Company property North 02°31’06” West, 451.87 feet to a point on the southerly boundary line of property owned now or formerly by J.B. Storey and Sarah H. Storey and the approximate land lot line common to Land Lots 182 and 181; running thence through said property the following two courses and distances: North 02°31’06” West, 453.89 feet to a point and North 01° 27’27” West, 123.15 feet to a point on the southerly boundary line of property owned now or formerly by Randall Harley Storey; running thence through said property the following courses and distances: North 01°27’27” West, 1314.05 feet to a point; and North 47°54’28” West, 920.58 feet to a point; thence North 45°35
46;34” West, 624.92 feet to a point on the southerly boundary line of property owned now or formerly by Hubert L. Pegram Jr. and Mavis Flowers Pegram and the approximate land lot line common to Land Lots 181 and 180; running thence North 45°35’34” West, 1275.86 feet to a point on the southern edge of the Chattahoochee River; continuing thence to the centerline of the Chattahoochee River North 45°35’34”West, 162.88 feet to a point; running thence North 45°35’35” West, from the centerline and across the waters of the Chattahoochee River and through the Plant Wansley property, 861.58 feet to a point; running thence through the Plant Wansley property the following courses and distances:

A-4

South 44°22’19” West, 132.42 feet to a point; South 19°26’36” West, 844.04 feet to a point; South 45°00’24” West, 887.73 feet to a point; North 76°34’05” West, 992.00 feet to a point; and South 45°00’29” West, 917.73 feet to a point located at the southeastern corner of the Plant Wansley Conditioning Station; thence along the southern boundary of said conditioning station North 45°00’45” West, 259.44 feet to a point; thence along the western boundary of said conditioning station North 45°00’29” East, 236.53 feet to a point on the southerly property line of property now or formerly owned by Georgia Power Company (Wansley CC Block); thence along said property line and along the northern boundary of said conditioning station South 44° 59’05” East, 204.44 feet to a point; running thence through said Georgia Power Company (Wansley CC Block) property North 4 5°00’29” East, 712.07 feet to a point; thence through the Plant Wansley Property the following courses and distances: South 76°34’05” East, 992.00 feet to a point; North 45°00’24” East, 844.50 feet to a point; North 19°26’36” East, 843.72 feet to a point; North 44°23’19” East, 65.23 feet to a point; South 45°35’35” East and across the waters of the Chattahoochee River, 916.62 feet to a point on the centerline of the Chattahoochee River and the northerly boundary line of property now or formerly owned by Hubert L. Pegram, Jr. and Mavis Flowers Pegram; running thence through said property, South 45°35’34” East, 163.66 feet to a point on the northerly bank of the Chattahoochee River; thence continue South 45°35’34” East, 1351.03 feet to a point on the northerly boundary line of property owned now or formerly by Randall Harley Storey and the approximate land lot line common to Land Lots 180 and 181; running thence through the Randall Harley Storey property the following courses and distances: South 45°35’34” East, 547.45 feet to a point; South 47°54’28” East, 951.25 feet to a point; and South 01°27’27” East, 1348.26 feet to a point on the northerly boundary line of property owned now or formerly by J.B. Storey and Sarah H. Storey; running thence through said J.B. and Sarah H. Storey property South 01°27’27” East, 120.43 feet to a point; thence continuing South 02°31’06” East, 458.19 feet to a point located on the northerly boundary line of property owned now or formerly of Inland Paperboard and Packaging Company (“Inland”) and the approximate land lot line common to Land Lots 181 and 182; running thence through the Inland property: South 02°31’06” East, 545.61 feet to a point; thence continuing South 03°08’51” East, 3802.62 feet to a point on the northerly boundary line of property ow ned now or formerly by Joe D. Stephens, Jr. and Anne Stephens Henry; running thence through said property the following courses and distances: South 03°08’51” East, 3400.01 feet to a point; South 18°51’40” West, 773.62 feet to a point; South 03°00’54” East, 776.70 feet to a point on the northerly boundary line of property owned now or formerly by Joe D. Stephens Jr. and the approximate land lot line common to Land Lots 184 and 185; running thence through said property South 03°00’54” East, 526.24 feet to a point; and South 26°34’51” East, 226.23 feet to the centerline of Enon Grove Road (30’ R/W); running thence from said centerline South 26°34’51” East, 15.92 feet to property owned now or formerly by Plantation Pipeline Company; thence South 26°34’51” East, 453.41 feet to a point; and South 02°47’01” East, 276.84 feet to a point on the northerly boundary line of property owned now or formerly by Inland; running thence through the Inland property the following courses and distances: South 02°47’01” East, 1047.04 feet to a point; and South 03°39’20” East, 1922.55 feet to a point in Land Lot 272; South 02°30’47” East, 422.74 feet to a point ; South 04°36’52” East, 1880.67 feet to a point; South 01°50’18” East, 1575.03 feet to a point; and South 02°28’11” East, 1011.07 feet to a point on the northerly boundary line of property owned now or formerly by the Estate of T.W. Goodson, Sr.; running thence through said Goodson property South 02°28’11” East, 501.70 feet to a point; South 12°02’15” East, 588.27 feet to a point; and South 02°25’10” East, 963.43 feet to a point; running thence South 42°34’50” West, 70.71 feet to a point; thence continue South 42°34’50” West, 47.44 feet to a point located on the northerly side of Enon Grove R oad (a 30’ R/W); running thence from said northerly side of Enon Grove Road South 42°34’50”West, 15.47 feet to the centerline of Enon Grove Road; run thence South 42°34’50” West, 106.79 feet to a point; thence continue through the Paul Welsh property South 02°25’10” East, 756.57 feet to a point on the northerly boundary line of property owned now or formerly by J.J. Dyer and the approximate land lot line common to Land Lots 242 and 243; ; running thence through said Dyer property South 02°25’10” East, 1547.56 feet to the northerly boundary line of property owned now or formerly by the Estate of T.W. Goodson, Sr. and the approximate land lot line common to Land Lots 242 and 243; running thence through said Goodson property South 02°25’10” East, 786.85 feet to an iron pin set on the northerly boundary line of property owned now or formerly by Georgia Power Company; running thence South 87° 34’ 50” West, 75.00 feet to a point and the TRUE POINT OF BEGINNING.

A-5

          Said easement description is more particularly described on certain Georgia Power Company – Land Department Maps of the Plant Wansley Gas Line referenced in that certain Grant of Easements and Assignment and Assumption of Rights, Permits and Easement Agreements between Georgia Power Company, Oglethorpe Power Corporation and Municipal Electric Authority of Georgia, dated November 20, 2001, filed for record in Book 232, beginning at page 322, records of the Clerk of the Superior Court, Heard County, Georgia (Oglethorpe Gas Line Right-of-Way - - 25% undivided interest).

A-6

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith
(Principal Executive Officer)

I, Thomas A. Smith, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 14, 2003

    /s/ Thomas A. Smith

Thomas A. Smith

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins
(Principal Financial Officer)

I, Elizabeth B. Higgins, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 14, 2003

  /s/ Elizabeth B. Higgins

Elizabeth B. Higgins

Senior Vice President, Finance and Planning

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2003 (the “Report”) of Oglethorpe Power Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Thomas A. Smith, the President and Chief Executive Officer of the Registrant certify, to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

  /s/ Thomas A. Smith

  Thomas A. Smith
  President and Chief Executive Officer

  November 14, 2003

  Date

EX-32.2

EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2003 (the “Report”) of Oglethorpe Power Corporation (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Elizabeth B. Higgins, the Senior Vice President, Finance and Planning of the Registrant certify, to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

  /s/ Elizabeth B. Higgins

  Elizabeth B. Higgins
  Senior Vice President
  Finance and Planning

  November 14, 2003

  Date