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 I 5.35% Senior Notes due November 15, 2003 (the
"Notes")
Item 2. Issue, renewal or guaranty.
Issue
Item 3. Principal amount of each security.
$156,200,000
Item 4. Rate of interest per annum of each security.
5.35%
Item 5. Date of issue, renewal or guaranty of each security.
November 17, 1998
Item 6. If renewal of security, give date of original issue.
Not Applicable
Item 7. Date of maturity of each security.
November 15, 2003
<PAGE>
- 2 -
Item 8. Name of person to whom each security was issued, renewed or
guaranteed.
The Company issued and sold the Notes to Goldman, Sachs & Co.,
as the Underwriter, pursuant to an Underwriting Agreement
dated November 12, 1998.
Item 9. Collateral given with each security, if any.
None
Item 10. Consideration received for each security.
$155,525,216.
Item 11. Application of proceeds of each security.
The proceeds from the sale of the Notes, together with other
funds of the Company, will be applied by the Company to redeem
in February 1999 the $175,000,000 outstanding principal amount
of its First Mortgage Bonds, 6 3/4% Series due February 1,
2003.
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.
<PAGE>
- 3 -
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: November 18, 1998 ALABAMA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
