SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by
ALABAMA POWER COMPANY
(the "Company")
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
and was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48.
Item 1. Type of security or securities.
Series D 6.50% Senior Insured Quarterly Notes due September
30, 2018 (the "Notes") and 5.83% Class A Preferred Stock,
Cumulative, Par Value $1 Per Share (Stated Capital $25 Per
Share) (the "5.83% Stock") and 5.20% Class A Preferred Stock,
Cumulative, Par Value $1 Per Share (Stated Capital $25 Per
Share) (the "5.20% Stock"; the 5.20% Stock and the 5.83% Stock
collectively referred to herein as the "new Stock".)
Item 2. Issue, renewal or guaranty.
Issue
Item 3. Principal amount of each security.
The Notes - $225,000,000
The 5.83% Stock - $38,000,000 aggregate stated capital
(1,520,000 shares)
The 5.20% Stock - $162,000,000 aggregate stated capital
(6,480,000 shares)
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Item 4. Rate of interest per annum of each security.
6.50% - the Notes
5.83% - the 5.83% Stock
5.20% - the 5.20% Stock
Item 5. Date of issue, renewal or guaranty of each security.
August 19, 1998
Item 6. If renewal of security, give date of original issue.
Not Applicable
Item 7. Date of maturity of each security.
The Notes - September 30, 2018
The new Stock - Not Applicable
Item 8. Name of person to whom each security was issued, renewed or guaranteed.
The Notes - The Company issued and sold the Notes to Edward D. Jones
& Co., L.P., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Prudential Securities Incorporated, as
the Underwriters, pursuant to an Underwriting Agreement dated
August 11, 1998.
The new Stock- The Company issued and sold the new Stock to Lehman
Brothers Inc. as the Underwriter pursuant to a Purchase Agreement
dated August 10, 1998.
Item 9. Collateral given with each security, if any.
None
Item 10. Consideration received for each security.
The Notes - $219,375,000.
The new Stock - $200,000,000. The Company also paid the Underwriter a fee for
its services in the amount of $4,000,000.
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Item 11. Application of proceeds of each security.
The proceeds from the sale of the Notes will be used by the
Company to redeem in September 1998 the $198,000,000
outstanding principal amount of its First Mortgage Bonds, 8
1/2% Series due May 1, 2022 and to repay a portion of its
outstanding short-term indebtedness.
The proceeds from the sale of new Stock will be applied by the
Company to the redemption in September 1998 of 1,520,000
shares ($38,000,000 aggregate stated capital) of its 6.80%
Preferred Stock and to repay a portion of its outstanding
short-term indebtedness.
Item 12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of:
a. the provisions contained in the first sentence of Section 6(b)___
b. the provisions contained in the fourth sentence of Section
6(b)___
c. the provisions contained in any rule of the Commission other than
Rule U-48_X_
Item 13. Not Applicable.
Item 14. Not Applicable.
Item 15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule under
which exemption is claimed.
Rule 52
Date: September 1, 1998 ALABAMA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
