File No. 70-8661
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
(Post-Effective Amendment No. 1)
to
Form U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
ALABAMA POWER COMPANY
600 North 18th Street
Birmingham, Alabama 35291
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent
of each applicant or declarant)
Art P. Beattie
Vice President, Secretary and Treasurer
Alabama Power Company
600 North 18th Street
Birmingham, Alabama 35291
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
W. L. Westbrook
Financial Vice President
The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
John D. McLanahan Walter M. Beale, Jr.
Troutman Sanders LLP Balch & Bingham LLP
600 Peachtree Street, N. E. 1901 Sixth Avenue North
Suite 5200 Suite 2600
Atlanta, Georgia 30308-2216 Birmingham, Alabama 35203
<PAGE>
- 2 -
INFORMATION REQUIRED
Item 3. Applicable Statutory Provisions.
Item 1 is hereby amended by adding the following thereto:
Because of an unavailability of an allocation of the state ceiling
for the issuance of tax-exempt bonds under Section 146 of the Internal Revenue
Code of 1986, as amended, one or more series of the new Bonds may bear interest
at a taxable rate, until such an allocation becomes available. Accordingly, bond
counsel's opinion that "interest on the new Bonds will generally be exempt from
federal income taxation" will be contingent upon receipt of such an allocation
and conversion of the new Bonds to bear interest at a tax-exempt basis. For as
long as interest on the new Bonds is taxable to the holder, the effective cost
thereof may exceed the yield on U.S. Treasury securities having a maturity
comparable to that of such new Bonds.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: November 13, 1997 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
