SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 5, 1998
ALABAMA POWER COMPANY
(Exact name of registrant as specified in its charter)
Alabama 1-3164 63-0004250
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
600 North 18th Street, Birmingham, Alabama 35291
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 250-1000
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N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
Incorporation of Certain Documents by Reference
Pursuant to Rule 411of Regulation C under the Securities Act of 1933,
as amended (the "Securities Act"), and in reliance on MBIA Insurance
Corporation, SEC No-Action Letter (September 6, 1996), Alabama Power Company
(the "Company") does hereby incorporate by reference the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1997 and December 31, 1996, and for each of the three years in the period ended
December 31, 1997, included in the Annual Report on Form 10-K of MBIA Inc.
(which was filed with the Securities and Exchange Commission on March 30, 1998)
into (i) this Current Report on Form 8-K; (ii) the Company's Registration
Statement on Form S-3 (File Nos. 333-53299, 333-53299-01, 333-53299-02 and
333-53299-03); (iii) the preliminary prospectus supplement dated August 5, 1998
relating to the Company's Series D % Senior Insured Quarterly Notes due
September 30, 2018 (the "Series D Senior Notes") filed pursuant to Rule 424(b)
under the Securities Act; and (iv) the final prospectus supplement relating to
the Series D Senior Notes to be filed pursuant to Rule 424(b) under the
Securities Act.
In connection with the incorporation of such documents by reference,
the Company is hereby filing the consent of PricewaterhouseCoopers LLP,
independent accountants for MBIA Insurance Corporation, insurer of the Series D
Senior Notes, to the use of its name in such prospectus supplement. The consent
of PricewaterhouseCoopers LLP is filed herewith as Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
The following document is filed herewith in accordance with Item
601(b) of Regulation S-K.
Exhibit No. Description
23 Consent of PricewaterhouseCoopers LLP
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SIGNATURE
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 hereunto duly authorized.
Date: August 6, 1998 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement dated
August 5, 1998 (to Prospectus dated June 30, 1998) of Alabama Power Company (the
"Company"), which is incorporated by reference in Form 8-K of the Company dated
August 5, 1998, of our report dated February 3, 1998 on our audits of the
consolidated financial statements of MBIA Insurance Corporation and Subsidiaries
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997. We also consent to the reference to our firm under the
caption "Experts" in the Prospectus Supplement.
/s/ PricewaterhouseCoopers LLP
New York, New York
August 6, 1998
