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OGLETHORPE POWER TO BUY BACK BONDS

 OGLETHORPE POWER TO BUY BACK BONDS
 ATLANTA, April 29 /PRNewswire/ -- Oglethorpe Power Corporation


announced today that it has invited holders of certain pollution control revenue bonds to submit offers to sell for cash any and all such bonds aggregating $865,490,000 to the corporation.
 Offers by bondholders are to be at prices designated by them and may be accepted by Oglethorpe Power on a "modified dutch auction" basis.
 The invitation applies to holders of Development Authority of Appling County (Ga.) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Hatch Project) 10.625 percent Series 1984 due 2004 CUSIP No. 038315 BN6, 10.000 percent Series 1984 due 2010 CUSIP No. 038315 BP1, 7.000 percent Series 1984 due 2013 CUSIP No. 038315 BQ9, 9.500 percent Series 1985 due 2001 CUSIP No. 038315 CG0, 9.750 percent Series 1985 due 2005 CUSIP No. 038315 CD7, 9.875 percent Series 1985 due 2010 CUSIP No. 038315 CF2, 9.250 percent Series 1985 due 2016 CUSIP No. 038315 CE5; Development Authority of Burke County (Ga.) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project) 10.625 percent Series 1984 due 2004 CUSIP No. 121342 BM0, 10.000 percent Series 1984 due 2010 CUSIP No. 121342 BN8, 7.000 percent Series 1984 due 2013 CUSIP No. 121342 BP3, 10.375 percent Series 1984 due 2014 CUSIP No. 121342 BQ1, 10.500 percent Series 1984B due 2014 CUSIP No. 121342 CC1, 9.500 percent Series 1985 due 2001 CUSIP No. 121342 DA4, 9.750 percent Series 1985 due 2005 CUSIP No. 121342 CX5, 9.875 percent Series 1985 due 2010 CUSIP No. 121342 DB2, 9.250 percent Series 1985 due 2016 CUSIP No. 121342 CY3, 7.500 percent Series 1985 due 2017 CUSIP No. 121342 CZ0; and Development Authority of Monroe County (Ga.) Pollution Control Revenue Bonds (Oglethorpe Power Corporation Scherer Project) 10.875 percent Series 1982 due 2001 CUSIP No. 610530 AQ0, 11.250 percent Series 1982 due 2008 CUSIP No. 610530 AR8, 10.750 percent Series 1982 due 2010 CUSIP No. 610530 AU1, 8.500 percent Series 1982 due 2011 CUSIP No. 610530 AS6, and 7.000 percent Series 1982 due 2012 CUSIP No. 610530 AT4.
 The invitation expires at 5 p.m., New York City time, on Tuesday, May 19, 1992, unless it is earlier terminated or extended. Notice of any termination or extension will be given through the Munifacts Wire System and the Dow Jones News Service. Bonds offered to Oglethorpe Power must be tendered to Trust Company Bank, the Depositary.
 The Dealer Manager for the invitation is Smith Barney, Harris Upham & Co. Incorporated. The information agent is D.F. King & Co., Inc.
 Under the "modified dutch auction" procedure, Oglethorpe Power will pay to each bondholder whose offer is accepted the highest price offered for the bonds of the same authority, series, and maturity within a series, and accepted by the corporation even if that price is higher than the price offered by the bondholder.
 Oglethorpe Power is not obligated to accept any offers and, if offers are accepted, the corporation reserves the right to establish a maximum aggregate principal amount of bonds that it will accept for purchase pursuant to the invitation. In the event that Oglethorpe Power accepts offers pursuant to the invitation, it may, in its sole discretion, reject any offers made with respect to a particular authority, series, or maturity within a series, of bonds or accept offers only at or below a maximum acceptable price. The corporation may, but is not obligated to, announce a maximum acceptable price for bonds of any or all authorities, series and maturities within a series, prior to the termination of the invitation. If Oglethorpe Power announces maximum acceptable prices, a bondholder who made an offer at a higher price may amend its offer to designate a price at or below the announced maximum acceptable price.
 The invitation is subject to certain conditions, including the issuance by the Development Authority of Appling County, the Development Authority of Burke County, and the Development Authority of Monroe County of pollution control revenue bonds in principal amounts requested by Oglethorpe Power not to exceed the principal amount of bonds to be purchased.
 The invitation is a part of a refinancing by Oglethorpe Power in which the proceeds of the pollution control revenue bonds referred to in the preceding paragraph and certain other funds of Oglethorpe Power will be applied to purchase bonds offered and accepted for purchase by the corporation pursuant to the invitation. Bonds purchased by Oglethorpe Power are expected to be delivered to the Trustees under the respective bond indentures for cancellation. Following completion of the invitation, Oglethorpe Power is considering effecting certain additional refunding transactions, including one or more forward interest rate swap arrangements and forward offerings of refunding bonds, that would effectively require that some or all of the bonds not purchased pursuant to the invitation be redeemed at their first optional redemption dates regardless of then-prevailing market conditions. Oglethorpe Power has issued requests for proposals in connection with the forward interest rate swap transaction described in the preceding sentence. Additionally, the corporation currently anticipates that it will cause bonds not purchased pursuant to the invitation or redeemed in connection with a forward transaction to be redeemed on their first optional redemption dates to the extent there is a benefit to the corporation in issuing refunding obligations at such time.
 Oglethorpe Power will pay a solicitation fee of $3.75 per $1,000 principal amount of bonds accepted for purchase by the corporation to any broker-dealer and other eligible institution, the name of which appears in the appropriate space in the letter of transmittal as soliciting the offer. Bondholders will not be obligated to pay any fees to the dealer manager or any soliciting broker.
 Oglethorpe Power Corporation is a generation and transmission cooperative providing electricity to 39 of Georgia's 42 consumer-owned Electric Membership Corporations (EMCs). The EMCs serve more than 2 million Georgians in about 70 percent of the state.
 -0- 4/29/92
 /CONTACT: Tom Brendiar of Oglethorpe Power Corporation, 404-270-7173, or Roseanne Burns of Smith Barney, Harris Upham & Co. Incorporated, 800-858-6699/ CO: Oglethorpe Power Corporation ST: Georgia IN: UTI SU:


BR-BN -- AT009 -- 4389 04/29/92 12:40 EDT
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Date:Apr 29, 1992
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