ALABAMA POWER CO
8-K, 1999-03-02
ELECTRIC SERVICES
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                       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)      February 10, 1999  
                                                  ----------------------------


                              ALABAMA POWER COMPANY
- ------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)


       Alabama                        1-3164                      63-0004250 
- ------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                 (IRS Employer
     of incorporation)             File Number)             Identification No.)


     600 North 18th Street, Birmingham, Alabama                     35291 
- -------------------------------------------------------------------------------
     (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code         (205) 257-1000   
                                                     --------------------------


                                            N/A   
- -------------------------------------------------------------------------------
     (Former name or former address, if changed since last report.)


<PAGE>


Item 7.  Financial Statements and Exhibits.


        (c)      Exhibits.

                 23       -       Consent of Arthur Andersen LLP.

                 27       -       Financial Data Schedule.

                 99       -       Audited Financial Statements of Alabama Power
                                  Company as of December 31, 1998.


                                          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 thereunto duly authorized.


                                                ALABAMA POWER COMPANY


                                                By  /s/ Wayne Boston      
                                                    Wayne Boston
                                                   Assistant Secretary


Date:    March 2, 1999







                                                        Exhibit 23






               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS






      As independent public accountants, we hereby consent to the incorporation
of our report dated February 10, 1999 on the financial statements of Alabama
Power Company, included in this Form 8-K, into Alabama Power Company's
previously filed Registration Statement File Nos. 33-61845 and 333-67453.




/s/ Arthur Andersen

Birmingham, Alabama
February 26, 1999


<PAGE>






<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements filed as Exhibit 99 and is qualified in its entirity by
reference to such financial statements.
</LEGEND>
<CIK> 0000003153
<NAME> ALABAMA POWER COMPANY
<MULTIPLIER> 1,000
       
<S>                         <C>
<PERIOD-TYPE>               12-MOS
<FISCAL-YEAR-END>                      DEC-31-1998
<PERIOD-END>                           DEC-31-1998
<BOOK-VALUE>                              PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                7,307,259
<OTHER-PROPERTY-AND-INVEST>                279,396
<TOTAL-CURRENT-ASSETS>                     878,972
<TOTAL-DEFERRED-CHARGES>                   760,071
<OTHER-ASSETS>                                   0
<TOTAL-ASSETS>                           9,225,698
<COMMON>                                   224,358
<CAPITAL-SURPLUS-PAID-IN>                1,334,744
<RETAINED-EARNINGS>                      1,224,965
<TOTAL-COMMON-STOCKHOLDERS-EQ>           2,784,067
                      297,000
                                317,512
<LONG-TERM-DEBT-NET>                     1,091,456
<SHORT-TERM-NOTES>                               0
<LONG-TERM-NOTES-PAYABLE>                1,550,000
<COMMERCIAL-PAPER-OBLIGATIONS>                   0
<LONG-TERM-DEBT-CURRENT-PORT>              470,200
                   50,000
<CAPITAL-LEASE-OBLIGATIONS>                  5,110
<LEASES-CURRENT>                             1,009
<OTHER-ITEMS-CAPITAL-AND-LIAB>           2,659,344
<TOT-CAPITALIZATION-AND-LIAB>            9,225,698
<GROSS-OPERATING-REVENUE>                3,386,373
<INCOME-TAX-EXPENSE>                       224,922
<OTHER-OPERATING-EXPENSES>               2,504,412
<TOTAL-OPERATING-EXPENSES>               2,729,334
<OPERATING-INCOME-LOSS>                    657,039
<OTHER-INCOME-NET>                          43,121
<INCOME-BEFORE-INTEREST-EXPEN>             700,160
<TOTAL-INTEREST-EXPENSE>                   308,294
<NET-INCOME>                               391,866
                 14,643
<EARNINGS-AVAILABLE-FOR-COMM>              377,223
<COMMON-STOCK-DIVIDENDS>                   367,100
<TOTAL-INTEREST-ON-BONDS>                  203,987
<CASH-FLOW-OPERATIONS>                     803,704
<EPS-PRIMARY>                                    0
<EPS-DILUTED>                                    0
        



</TABLE>

MANAGEMENT'S REPORT
Alabama Power Company 1998 Annual Report
 

The management of Alabama Power Company has prepared -- and is responsible for
- -- the financial statements and related information included in this report.
These statements were prepared in accordance with generally accepted accounting
principles appropriate in the circumstances and necessarily include amounts that
are  based on the best estimates and judgments of management.  Financial
information throughout this annual report is consistent with the financial
statements.

    The Company maintains a system of internal accounting controls to provide
reasonable assurance that assets are safeguarded and that the books and records
reflect only authorized transactions of the Company.  Limitations exist in any
system of internal controls, however,  based on a recognition that the cost of
the system should not exceed its benefits.  The Company believes its system of
internal accounting controls maintains an appropriate cost/benefit relationship.

    The Company's system of internal accounting controls is evaluated on an
ongoing basis by the Company's internal audit staff. The Company's independent
public accountants also consider certain elements of the internal control system
in order to determine their auditing procedures for the purpose of expressing an
opinion on the financial statements.

    The audit committee of the board of directors, composed of directors who are
not employees, provides a broad overview of management's financial reporting and
control functions.  Periodically,  this committee meets with management, the
internal auditors and the independent public accountants to ensure that these
groups are fulfilling their obligations and to discuss auditing, internal
controls, and financial reporting matters. The internal auditors and independent
public accountants have access to the members of the audit committee at any
time.

    Management believes that its policies and procedures provide reasonable
assurance that the Company's operations are conducted according to a high
standard of business ethics.

    In management's opinion, the financial statements present fairly, in all
material respects, the financial position, results of operations and cash flows
of Alabama  Power Company in conformity with generally accepted accounting
principles.




/s/ Elmer B. Harris
Elmer B. Harris
President
and Chief Executive Officer


/s/ William B. Hutchins, III
William B. Hutchins, III
Executive Vice President,
Chief Financial Officer, and Treasurer

February 10, 1999


                                       1
<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Alabama Power Company:

We have audited the accompanying balance sheets and statements of capitalization
of Alabama Power Company (an Alabama corporation and a wholly owned subsidiary
of Southern Company) as of December 31, 1998  and  1997,  and the related
statements of income, retained earnings,  paid-in capital, and cash flows for
each of the three years in the period ended December 31, 1998.  These financial
statements are the responsibility of  the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles used and significant estimates ade by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion,  the financial statements (pages 12-30) referred to above
present fairly, in all material respects, the financial position of Alabama
Power  Company  as of December 31, 1998 and 1997,  and the results of its
operations  and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.






/s/ Arthur Andersen LLP
Arthur Andersen LLP

Birmingham, Alabama
February 10, 1999


                                       2
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
Alabama Power Company 1998 Annual Report

RESULTS OF OPERATIONS

Earnings

Alabama Power Company's 1998 net income after dividends on preferred stock was
$377 million, representing a $1.3 million (0.3 percent) increase from the prior
year. This improvement can be attributed  primarily to increased retail energy
sales as a result of hot weather in the second quarter of 1998, compared to very
mild weather for the same period in 1997 and a strong economy in the Company's
service territory.  However, earnings were offset by an increase in non-fuel
operation and maintenance expenses and an increase in the amortization of debt
discount, premium, and expense, net pursuant to an Alabama Public Service
Commission  (APSC) order.  See Note 3 to the financial statements under "Retail
Rate Adjustment Procedures" for additional details.

    In 1997, earnings were $376 million, representing a 1.2  percent increase
from the  prior year.  This increase was due to lower non-fuel related
operating expenses. Despite the mild weather experienced during 1997, retail
kilowatt-hour (KWH) sales increased approximately 2 percent. However,
the expected net income effect was offset by the effect of reductions in
certain industrial and commercial prices.

    The return on average  common equity for 1998 was 13.63 percent compared to
13.76 percent in 1997, and 13.75 percent in 1996.


Revenues

Operating revenues for 1998 were $3.4 billion, reflecting a 7.5 percent increase
from 1997. The following table summarizes the principal factors that affected
operating revenues for the past three years:

                                    Increase (Decrease)
                                      From Prior Year
                          -----------------------------------------
                                  1998         1997           1996
                          -----------------------------------------
                                      (in thousands)
 Retail --
     Growth and price
         change              $  75,642     $ 33,813       $ 42,385
     Weather                    55,282      (22,973)       (29,660)
     Fuel cost recovery
       and other               138,944       31,353        (30,846) 
                            
- -------------------------------------------------------------------
 Total retail                  269,868       42,193        (18,121) 
 ------------------------------------------------------------------
 Sales for resale --
     Non-affiliates            17,950        39,354         21,529  
     Affiliates               (58,233)      (54,825)        88,890 
 ------------------------------------------------------------------
 Total sales for resale       (40,283)      (15,471)       110,419   
                             
 Other operating
     revenues                   7,677         1,614          3,703 
- -------------------------------------------------------------------
 Total operating
     revenues                $237,262      $ 28,336       $ 96,001
  ----------------------------------------------------------------
 Percent change                  7.5%          0.9%            3.2%
 ===================================================================

    Retail revenues of $2.8 billion in 1998 increased $270 million (10.7
percent) from the prior year, compared with an increase of $42 million
(1.7 percent) in 1997. The predominant factors causing the rise in revenues
in 1998 were the positive impact of weather on energy sales, continued
growth throughout the state, and increased fuel revenues.  Fuel revenues were
higher in the current year due to higher fuel costs and an increase in purchased
power.

    Retail revenues in 1997 increased $42 million (1.7 percent) over 1996. The
primary reason for this increase was an increase in fuel revenues due to
slightly higher generation and higher fuel costs in 1997 as compared to 1996.
Fuel revenues generally represent the direct recovery of fuel expense, including
the fuel component of purchased energy, and therefore  have no effect on net
income.

                                       3
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report

         Revenues from sales to utilities outside the service area under
long-term contracts consist of capacity and energy components. Capacity revenues
reflect the recovery of fixed costs and a return on investment under the
contracts.  Energy is generally sold at variable cost. These capacity and energy
components were:

                          1998           1997           1996
                  -------------------------------------------
                                   (in thousands)

 Capacity             $141,814       $136,248       $150,797
 Energy                118,252        134,498        107,996
 ------------------------------------------------------------
 Total                $260,066       $270,746       $258,793
=============================================================

    Capacity revenues from non-affiliates increased 4.1 percent in 1998 compared
to the prior year.  Capacity revenues from non-affiliates in 1997 decreased 9.6
percent compared to 1996 primarily due to a one-time unit power sales adjustment
in 1997.

    Revenues from sales to affiliated companies within the Southern electric
system, as well as purchases of energy, will vary from year to year depending on
demand and the availability and cost of generating resources at each company.
These transactions do not have a significant impact on earnings.

    KWH sales for 1998 and the percent change by year were as follows:

                            KWH            Percent Change
                       -------------------------------------------
                            1998     1998       1997       1996
                       -------------------------------------------
                        (millions)

Residential               15,795     10.2%      (1.8)%      1.5%
Commercial*               11,905      5.1        3.9        8.6
Industrial*               21,585      4.2        3.6        0.7
Other                        196      8.3       (6.3)       3.1
                       -----------
Total retail              49,481      6.2        1.9        2.7
Sales for resale -
   Non-affiliates         11,841     (3.2)      29.9       18.0
   Affiliates              5,976    (33.5)     (12.6)      53.5
                       -----------
Total                     67,298     (0.9)%      3.7%      10.5%
==================================================================
*The KWH sales for 1996 reflect a reclassification of approximately  200
customers from industrial to commercial, which resulted in a shift of 473
million KWH. Absent the reclassification, the percentage change in KWH sales for
commercial and industrial would have been 3.9% and 3.1%, respectively.

    The increases in 1998 and 1997 retail energy sales were primarily due to the
strength of business and economic conditions in the Company's service area. In
1998, residential energy sales experienced a 10.2 percent increase over the
prior year primarily as a result of hot weather in the second quarter, compared
to very mild weather in the second quarter of 1997.  Assuming normal weather,
sales to retail customers are projected  to grow approximately 2.3  percent
annually on average during 1999 through 2003.

Expenses

Total operating expenses of $2.7 billion for 1998 were up $207 million or 8.2
percent compared with 1997.  This increase  was mainly due to a $107 million
increase in purchased power expenses, accompanied by a $58 million increase in
maintenance expense.

    Total operating expenses of $2.5 billion for 1997 were up $18 million or 0.7
percent compared with 1996.  This increase was primarily due to a $19 million
increase in fuel costs and a $10  million increase in  epreciation and
amortization  expense.  These increases were somewhat offset by a $16 million
decrease in maintenance expenses.

    Fuel costs constitute the single largest expense for the Company. The mix of
fuel sources for generation of electricity is determined primarily by system
load, the unit cost of fuel consumed,  and the availability of hydro and nuclear
generating  units.  The amount and sources of generation and the average cost of
fuel per net KWH generated were as follows:

                                    --------------------------
                                     1998      1997       1996
                                    --------------------------
Total generation
    (billions of KWHs)                 63       65          65
Sources of generation                                  
    (percent) --                                       
       Coal                            72       72          72
       Nuclear                         18       20          20
       Hydro                            8        8           8
       Oil & Gas                        2        *           *
Average cost of fuel per net                           
    KWH generated                                      
      (cents) --                     1.54     1.49        1.46
==============================================================
* Not meaningful because of minimal generation from fuel source.

                                       4


<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report

    Total fuel and purchased power costs of $1.1 billion in 1998 increased $111
million (11  percent)  over 1997  primarily  due to lower  levels of nuclear and
hydro generation, which were replaced by the use of peaking units and purchased
power.

    Fuel and  purchased  power costs in 1997 increased $27 million (3 percent)
over 1996 due primarily to slightly higher generation and fuel costs in 1997.

    Purchased power consists primarily of purchases from the affiliates of the
Southern electric system. Purchased power transactions among the Company and its
affiliates  will vary from  period to period depending on demand,  the
availability,  and the variable production cost of generating resources at each
company. Total KWH purchases increased 24.5 percent from the prior year.

    The 23.8 percent increase in maintenance expense in 1998 as compared to 1997
is attributable to (i) an increase in the maintenance of overhead lines,  (ii)
the write-off of obsolete steam and nuclear generating plant inventory, and
(iii) additional accruals to partially  replenish the natural disaster reserve.
The 6.1  percent decrease in maintenance expenses in 1997 is attributable
primarily to a decrease in distribution expenses.

    Depreciation and amortization expense increased 2.6 percent in 1998 and 3.2
percent in 1997.  These increases reflect additions to utility plant.

    Total net interest and other charges increased $55.7 million (22 percent) in
1998. This increase results primarily from an increase in the amortization of
debt discount, premium, and expense, net pursuant to an APSC order. See Note 3
to the financial statements under  "Retail Rate  Adjustment Procedures"  for
additional details. Total net interest and other charges increased $25.4 million
(11.2  percent) in 1997 primarily due to an increase in company obligated
mandatorily redeemable preferred securities outstanding.  This increase was
offset by a $12 million (45.2 percent) decrease in dividends on preferred stock.

Effects of Inflation

The Company is subject to rate regulation and income tax laws that are based on
the recovery of historical costs. Therefore, inflation creates an economic loss
because the Company is recovering its costs of investments in dollars that have
less purchasing  power.  While the inflation rate has been relatively low in
recent years, it continues to have an adverse effect on the Company because of
the large investment in utility plants with long economic life.  Conventional
accounting for historical cost does not recognize this economic loss nor the
partially offsetting gain that arises through financing facilities with
fixed-money obligations, such as long-term debt and preferred securities.  Any
recognition of inflation by regulatory authorities is reflected in the rate of
return allowed.

Future Earnings Potential

The results of operations for the past three years are not necessarily
indicative of future earnings potential. The level of future earnings depends on
numerous factors ranging from energy sales growth to a less regulated more
competitive environment.

    The Company currently operates as a vertically integrated utility providing
electricity to customers within its traditional service area located in the
state of Alabama.  Prices for electricity provided by the Company to retail
customers are set by the APSC under cost-based regulatory principles.

    Future earnings in the near term will depend upon growth in electric sales,
which are subject to a number of factors.  Traditionally,  these factors have
included weather, competition,  changes in contracts with neighboring utilities,
energy conservation practiced by customers,  the elasticity of demand, and the
rate of economic growth in the Company's service area.

    The electric utility industry in the United States is currently undergoing a
period of dramatic change as a result of regulatory and competitive factors.
Among the primary agents of change has been the Energy Policy Act of 1992
(Energy Act). The Energy Act allows independent power producers (IPPs) to access
a  utility's  transmission network in order to sell electricity to other
utilities. This enhances the incentive for IPPs to build cogeneration plants for
a utility's large industrial and commercial customers and sell excess energy
generation to other utilities.  Also, electricity sales for resale rates are
being driven down by wholesale transmission  access and numerous potential new
energy  suppliers, including power marketers and brokers.  The Company is
aggressively  working to maintain and expand its share of wholesale  business in
the Southeastern power markets.



                                       5


<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report


   Although the Energy Act does not permit retail customer access,  it was a
major catalyst for the current restructuring and consolidation taking place
within the utility industry.  Numerous federal and state initiatives are in
varying stages to promote wholesale and retail competition.  Among other things,
these initiatives allow customers to choose their electricity provider. As these
initiatives materialize,  the structure of the utility industry could radically
change. Some states have approved initiatives that result in a separation of the
ownership and/or operation of generating facilities from the ownership and/or
operation of transmission and distribution facilities.  While various
restructuring and competition initiatives have been or are being discussed in
Alabama,  Florida, Georgia, and Mississippi,  none have been enacted to date.
Enactment would require numerous issues to be resolved, including significant
ones relating to transmission pricing and recovery of any stranded investments.
The inability of the Company to recover its investments,  including the
regulatory assets described in Note 1 to the financial statements, could have a
material adverse effect on the financial condition of the Company.  The Company
is attempting to minimize or reduce stranded cost exposure.

   Continuing to be a low-cost producer could provide opportunities to increase
market share and profitability in markets that evolve with changing regulation.
Conversely,  unless the Company remains a low-cost producer and provides quality
service,  the Company's retail energy sales growth could be limited,  and this
could significantly erode earnings.

    Rates to retail customers served by the Company are regulated by the APSC.
Rates for the Company can be adjusted periodically within certain limitations
based on earned retail rate of return compared with an allowed return.  In June
1995,  the APSC issued an order granting the Company's  request for gradual
adjustments to move toward parity among customer classes.  This order also calls
for a moratorium on any periodic retail rate increases (but not decreases) until
2001.

    In December 1995, the APSC issued an order authorizing the Company to reduce
balance sheet items -- such as plant and deferred charges -- at any time the 
Company's actual base rate revenues exceed the budgeted revenues.  In April
1997, the APSC issued an additional order authorizing the Company to reduce
balance sheet asset items. This order authorizes the reduction of such items
up to an amount equal to five times the total estimated annual revenue 
reduction  resulting from future rate reductions initiated by the Company. See
Note 3 to the financial statements for information about this and other matters.

    The Company is involved in various matters being litigated.  See Note 3 to
the financial statements for information regarding material issues that could
possibly affect future earnings.

    Compliance costs related to current and future environmental laws and
regulations could affect earnings if such costs are not fully recovered.  The
Clean Air Act and other important environmental items are discussed later under
"Environmental Matters."

    The staff of the Securities and Exchange Commission has questioned certain
of  the current accounting practices of the electric utility industry --
including the Company -- regarding the recognition, measurement,  and
classification in the financial statements of decommissioning costs for nuclear
generating facilities.  In response to these questions, the Financial Accounting
Standards Board (FASB) has decided to review the accounting for liabilities
related to the retirement of long-lived assets,  including nuclear
decommissioning. If the FASB issues new accounting rules, the estimated costs of
retiring the Company's nuclear and other facilities  may be required to be
recorded as liabilities in the Balance Sheets.  Also, the annual  provisions for
such costs could change.  Because of the Company's current ability to recover
asset retirement costs through rates, these changes would not have a significant
adverse effect on results of operations.  See Note 1 to the financial statements
under "Depreciation and Nuclear Decommissioning" for additional information.

    The Company is subject to the provisions of FASB Statement No.  71,
Accounting for the Effects of Certain Types of Regulation.  In the event that a
portion of the Company's operations is no longer subject to these provisions,
the Company would be required to write off related regulatory assets and
liabilities that are not specifically recoverable,  and determine if any other
assets have been impaired.  See Note 1 to  the financial statements under
"Regulatory Assets and Liabilities" for additional information.



                                       6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report


Year 2000

Year 2000 Challenge

In order to save storage  space,  computer programmers in the 1960s and 1970s
shortened the year portion of date entries  to just two digits.  Computers
assumed,  in effect,  that all years began with "19." This practice was widely
adopted and hard-coded into computer chips and processors found in some
equipment.  This approach, intended to save  processing time and storage space,
was used until the mid-1990s.  Unless corrected  before the Year 2000,  affected
software systems and devices containing a chip or microprocessor with date and
time functions could incorrectly process dates or the systems may cease to
function.

    The Company  depends on complex  computer  systems for many  aspects of its
operations,  which include generation,  transmission,  and distribution  of
electricity, as well as other business support activities. The Company's goal is
to have critical devices or software that are required to maintain operations to
be Year 2000 ready by June 1999.  Year 2000 ready  means that a system  or
application is determined suitable for continued use through the Year 2000 and
beyond.  Critical systems include,  but are not limited to,  reactor control
systems,  safe shutdown systems,  turbine generator systems, control center
computer systems, customer service systems,  energy management systems,  and
telephone switches and equipment.

Year 2000 Program and Status

The Company's executive management recognizes the seriousness of the Year 2000
challenge and has dedicated what it believes to be adequate resources to address
the issue. The Millennium Project is a team of employees,  IBM consultants,  and
other contractors whose progress is reviewed on a monthly basis by a steering
committee of Southern Company executives.

    The Company's Year 2000 program was divided into two phases.  Phase I began
in 1996 and consisted of identifying and assessing corporate assets related to
software systems and devices that contain a computer chip or clock.  The first
phase was completed in June 1997.  Phase 2 consists of testing and remediating
high priority systems and devices.  Also, contingency planning is included in
this phase.  Completion of Phase 2 is targeted  for June 1999.  The  Millennium
Project will continue to monitor the affected computer systems,  devices, and
applications into the Year 2000.

    The Southern Company has completed more than 70 percent of the activities
contained in its work  plan.  The  percentage of completion and projected
completion by function are as follows:

- ------------------------------------------------------------------------------
                                        Work Plan
                        ------------------------------------------------------
                                                     Remediation     Project
                         Inventory      Assessment     Testing     Completion
- ------------------------------------------------------------------------------
Generation                 100%            100%         70%             6/99
- ------------------------------------------------------------------------------
Energy Management          100             100          90              6/99
- ------------------------------------------------------------------------------
Transmission and
    Distribution           100             100         100              1/99
- ------------------------------------------------------------------------------
Telecommunications         100             100          50              6/99
- ------------------------------------------------------------------------------
Corporate Applications     100             100          90              3/99
- ------------------------------------------------------------------------------

Year 2000 Costs

Current  projected total costs for Year 2000 readiness, including the Company's
share of costs of Southern Nuclear Operating Company,  are approximately  $36
million.  These costs include labor necessary to identify, test, and renovate
affected devices and systems.  From its inception through December 31, 1998, the
Year 2000 program costs, recognized  primarily as expense, amounted to $21
million.

Year 2000 Risks

The Company is implementing a detailed  process to minimize the possibility of
service interruptions related to the Year 2000. The Company believes, based on
current tests, that the system can provide customers with  electricity.  These
tests  increase confidence,  but do not guarantee  error-free  operation. The
Company is taking what it believes to be prudent steps to prepare for the Year
2000,  and it expects any interruptions in service that may occur within the
service territory to be isolated and short in duration.

    The Company expects the risks associated with Year 2000 to be no more severe
than the scenarios that its electric system is routinely prepared to handle. The
most likely worst case scenario consists of the service loss of one of the
largest generating units and/or the service loss of any single bulk transmission


                                       7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report


element in its service territory. The Company has followed a proven methodology
for identifying and assessing software and devices containing potential
Year 2000 challenges.  Remediation and testing of those devices are in
progress.  Following risk assessment,  the Company is preparing contingency
plans as appropriate and is participating in North American Electric
Reliability Council-coordinated national drills during 1999.

    The Company is currently reviewing the Year 2000 readiness of material third
parties that provide goods and services crucial to the Company's operations.
Among such critical third parties are fuel, transportation, telecommunications,
water, chemical, and other suppliers.  Contingency plans based on the assessment
of each third party's ability to continue supplying critical goods and services
to the Company are being developed.

    There is a potential for some earnings erosion caused by reduced electrical
demand by customers because of their Year 2000 issues.

Year 2000 Contingency Plans

Because of experience with hurricanes and other storms,  the Company is skilled
at developing and using contingency plans in unusual circumstances.  As part of
Year 2000 business continuity and contingency  planning,  the Company is drawing
on that experience to make risk assessments and is developing additional plans
to deal specifically with situations that could arise relative to Year 2000
challenges.  The Company is identifying critical operational locations,  and key
employees will be on duty at those locations during the Year 2000 transition. In
September 1999, drills are scheduled to be conducted to test contingency plans.
Because of the level of detail of the contingency planning process, management
feels that the contingency plans will keep any service interruptions that may
occur within the service territory isolated and short in duration.

Exposure to Market Risk

Due to cost-based rate regulation, the Company has limited exposure to market
volatility in interest rates and prices of electricity.  To mitigate residual
risks relative to movements in electricity prices, the Company enters into fixed
price contracts for the purchase and sale of electricity through the wholesale
electricity  market.  Realized gains and losses are recognized in the income
statement as incurred.  At December 31, 1998, exposure from these activities was
not material to the Company's financial position, results of operations, or cash
flows.  Also, based on the Company's overall interest rate exposure at December
31,  1998, a  near-term 100 basis point change in interest rates would not
materially affect the financial statements.

New Accounting Standards

The FASB has issued Statement No. 133, Accounting for Derivative Instruments and
Hedging Activities,  which must be adopted  by the year  2000.  This statement
establishes  accounting  and reporting standards for  derivative instruments -
including certain derivative instruments embedded in other contracts - and for
hedging  activities.  The Company has not yet quantified the impact of adopting
this statement on its financial statements; however, the adoption could increase
volatility in earnings.

   In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued a new Statement of Position,  Accounting for the Costs of Computer
Software Developed or Obtained  for  Internal  Use.  This statement requires
capitalization of certain costs of internal-use  software.  The Company adopted
this statement in January 1999, and it is not expected to have a material impact
on the financial statements.

   In April 1998, the AICPA issued a new Statement of Position, Reporting on the
Costs of Start-up Activities. This statement requires that the costs of start-up
activities and organizational costs be expensed as incurred.  Any of these costs
previously capitalized by a company must be written off in the year of adoption.
The Company adopted this statement in January 1999,  and it is not expected to
have a material impact on the financial statements.

   In December 1998, the Emerging Issues Task Force (EITF) of the FASB issued
EITF No. 98-10,  Accounting for Contracts Involved in Energy Trading and Risk
Management  Activities.  The EITF requires that energy trading contracts must be
marked to market through the income statement, with gains and losses reflected
rather than revenues and purchased power.  Energy trading contracts are defined
as energy contracts entered into with the objective of generating profits on or
from exposure to


                                       8
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report


shifts or changes in market prices. The Company adopted the required accounting
in January  1999,  and it is not expected to have a material impact on the
financial statements.

FINANCIAL CONDITION

Overview

The Company's financial condition remained stable in 1998. This stability is the
continuation over recent years of growth in retail energy sales and cost control
measures combined with a significant lowering of the cost of capital,  achieved
through the refinancing and/or  redemption of higher-cost long-term debt and
preferred stock.

    The  Company had gross property additions of $610  million in 1998.  The
majority of funds needed for gross property additions for the last several years
has been provided from operating  activities,  principally from earnings and
non-cash charges to income such as depreciation and deferred income taxes. The
Statements of Cash Flows provide additional details.

Capital Structure

The  Company's  ratio of common equity to total  capitalization -- including
short-term debt -- was 42.4 percent in 1998, compared with 44.7 percent in 1997,
and 45.3 percent in 1996.

    During 1998, the Company issued $1.4 billion of senior notes,  the proceeds
of which were used primarily to redeem first mortgage bonds and repay short-term
indebtedness.  Additionally in 1998,  the Company redeemed $8 million of
preferred stock and issued an additional $200 million.

Capital Requirements

Capital expenditures are estimated to be $875 million for 1999, $653 million for
2000, and $668 million for 2001. The total is $2.2 billion for the three years.
Included in these estimates are the following:  the Company will replace all six
steam generators at Plant Farley at a total cost of approximately  $234 million.
Additionally, the Company plans to construct and install 1,075 megawatts of new
generating capacity and associated  substation facilities at Plant Barry.  The
projected capital expenditures for this project amount to approximately $384
million.

    Actual capital costs may vary from estimates because of factors such as
changes in business conditions;  revised load growth projections;  changes in
environmental regulations;  changes in the existing nuclear plant to meet new
regulatory requirements;  increasing costs of labor, equipment,  and materials;
and cost of capital.  In addition,  there can be no assurance that costs related
to capital expenditures will be fully recovered.

Other Capital Requirements

In  addition to the funds needed for the capital budget, approximately $270
million  will be required by the end of 2000 for maturities of first mortgage
bonds.  Also, the Company will continue to retire higher-cost debt and preferred
stock and replace these obligations with lower-cost capital if market conditions
permit.

Environmental Matters

In November 1990,  the Clean Air Act was signed into law. Title IV of the Clean
Air Act -- the acid rain compliance provision of the law - significantly
impacted the operating companies of Southern Company, including Alabama Power.
Specific reductions in sulfur dioxide and nitrogen oxide emissions from
fossil-fired generating plants are required in two phases.  Phase I compliance
began in 1995 and initially affected 28 generating units of Southern Company. As
a result of Southern Company's compliance strategy,  an additional 22 generating
units were brought into compliance with Phase I requirements.  Phase II
compliance is required in 2000, and all fossil-fired generating plants will be
affected.

   Southern Company achieved Phase I sulfur dioxide compliance at the affected
plants by switching to low-sulfur coal, which required some equipment upgrades.
Construction expenditures for Phase I compliance totaled approximately  $25
million for the Company.

   For  Phase II sulfur dioxide compliance, the Company could use emission
allowances,  increase fuel switching,  and/or install flue gas
desulfurization equipment at selected plants.  Also equipment to
control nitrogen oxide emissions will be installed on additional system
fossil-fired  units as necessary to meet Phase II limits. Current


                                       9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report


compliance strategy for Phase II could require total estimated construction
expenditures of approximately  $38 million, of which $19 million remains to be
spent.

   A significant portion of costs related to the acid rain  provision of the
Clean Air Act is expected to be recovered through existing ratemaking
provisions. However, there can be no assurance that all Clean Air Act costs will
be recovered.

    In July 1997, the Environmental Protection Agency (EPA) revised the national
ambient air quality standards for ozone and particulate  matter.  This revision
makes the standards significantly more stringent.  In September 1998, the EPA
issued the final regional nitrogen oxide rules to the states for implementation.
The states have one year to adopt and implement the new rules.  The final rules
affect 22 states including Alabama.  The EPA rules are being challenged in the
courts by several states and industry groups.  Implementation of the final state
rules could require substantial further reductions in nitrogen oxide emissions
from  fossil-fired generating facilities and other industry in these states.
Implementation of the standards could result in significant additional
compliance costs and capital expenditures that cannot be determined until the
results of legal challenges are known and the states have adopted their final
rules.

   The EPA and state environmental regulatory agencies are reviewing and
evaluating various other matters including:  nitrogen oxide emission control
strategies for ozone nonattainment areas;  additional controls for hazardous air
pollutant emissions;  control strategies to reduce regional haze; and hazardous
waste disposal requirements.  The impact of new standards will depend on the
development and implementation of applicable regulations.

    The Company must comply with other environmental laws and regulations that
cover the handling and disposal of hazardous waste. Under these various laws and
regulations,  the Company could incur costs to clean up properties.  The Company
conducts  studies to determine the extent of any required  cleanup costs and has
recognized in the financial statements costs to clean up known sites.

   Several major pieces of environmental legislation are being considered for
reauthorization or amendment by Congress.  These include: the Clean Air Act;
the Clean Water Act;  the Comprehensive Environmental Response, Compensation,
and Liability Act; the Resource Conservation and Recovery Act; the Toxic
Substances Control Act; and the Endangered Species Act. Changes to these laws
could affect many areas of the Company's operations.  The full impact of any
such changes cannot be determined at this time.

   Compliance with possible additional legislation related to global climate
change, electromagnetic fields, and other environmental and health concerns
could significantly affect Southern Company. The impact of new legislation -- if
any -- will depend on the subsequent development and implementation of
applicable regulations.  In addition, the potential exists for liability as the
result of lawsuits alleging damages caused by electromagnetic fields.

Sources of Capital

The Company historically has relied on issuances of first mortgage bonds and
preferred stock, in addition to pollution control revenue bonds issued for its
benefit by public authorities,  to meet its long-term external financing
requirements.  Recently,  the Company's financings have consisted of unsecured
debt and trust preferred securities.  In this regard, the Company sought and
obtained stockholder approval in 1997 to amend its corporate charter eliminating
restrictions on the amounts of unsecured indebtedness it may incur.  To issue
additional debt and equity securities,  the Company must comply with certain
earnings coverage  requirements designated in its mortgage indenture and
corporate charter.  The Company's coverages are at a level that would permit any
necessary amount of security sales at current interest and dividend rates.

    As required by the Nuclear Regulatory Commission and as ordered by the APSC,
the Company has established external trust funds for nuclear decommissioning
costs.  In 1994,  the Company also established an external trust fund for
postretirement benefits as ordered by the APSC. The cumulative effect of funding
these items over a long period will diminish internally funded capital and may
require capital from other sources.  For additional information concerning
nuclear decommissioning  costs,  see Note 1 to the financial statements under
"Depreciation and Nuclear Decommissioning."


                                       10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
Alabama Power Company 1998 Annual Report


Cautionary Statement Regarding Forward-Looking Information

The  Company's 1998 Annual Report contains forward-looking and historical
information.  The Company cautions that there are various important factors that
could cause actual results to differ materially from those indicated in the
forward-looking information;  accordingly, there can be no assurance that such
indicated results will be realized.  These factors include legislative and
regulatory initiatives regarding deregulation and restructuring of the electric
utility industry; the extent and timing of the entry of additional  competition
in  the Company's markets;  potential business strategies -- including
acquisitions or dispositions of assets or internal restructuring -- that may be
pursued by Southern Company;  state and federal rate regulation;  Year 2000
issues; changes in or application of environmental and other laws and
regulations to which the Company is subject;  political, legal and economic
conditions and developments;  financial market conditions and the results of
financing efforts; changes in commodity prices and interest rates;  weather and
other natural phenomena;  and other factors discussed in the reports--including
Form  10-K--filed  from time to time by the Company with the Securities and
Exchange Commission.


                                       11

<PAGE>

STATEMENTS OF INCOME
For the Years Ended December 31, 1998, 1997, and 1996
Alabama Power Company 1998 Annual Report
<TABLE>
<CAPTION>

<S>                                                                            <C>                 <C>              <C>
================================================================================================================================
                                                                                        1998              1997             1996
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                      (in thousands)
Operating Revenues:
Revenues (Notes 1, 3, and 7)                                                     $ 3,282,811       $ 2,987,316      $ 2,904,155 
Revenues from affiliates                                                             103,562           161,795          216,620
- --------------------------------------------------------------------------------------------------------------------------------
Total operating revenues                                                           3,386,373         3,149,111        3,120,775
- --------------------------------------------------------------------------------------------------------------------------------
Operating Expenses:
Operation --
  Fuel                                                                               900,309           896,014          877,076
  Purchased power from non-affiliates                                                 92,998            41,795           36,813
  Purchased power from affiliates                                                    150,897            95,538           91,500
  Other                                                                              527,954           510,203          505,884
Maintenance                                                                          300,383           242,691          258,482
Depreciation and amortization                                                        338,822           330,377          320,102
Taxes other than income taxes                                                        193,049           185,062          186,172
Federal and state income taxes (Note 8)                                              224,922           220,228          228,108
- --------------------------------------------------------------------------------------------------------------------------------
Total operating expenses                                                           2,729,334         2,521,908        2,504,137
- --------------------------------------------------------------------------------------------------------------------------------
Operating Income                                                                     657,039           627,203          616,638
Other Income (Expense):
Allowance for equity funds used during construction (Note 1)                           3,811                 -                -
Equity in earnings of subsidiaries (Note 6)                                            5,271             5,250            4,676
Charitable foundation                                                                      -                 -           (6,800)
Interest income                                                                       68,553            37,844           28,318
Other, net                                                                           (40,861)          (39,506)         (39,878)
Income taxes applicable to other income                                                6,347            12,351           22,400
- --------------------------------------------------------------------------------------------------------------------------------
Income Before Interest Charges and Other                                             700,160           643,142          625,354
- --------------------------------------------------------------------------------------------------------------------------------
Interest Charges and Other:
Interest on long-term debt                                                           192,426           167,172          169,390
Allowance for debt funds used during construction (Note 1)                            (4,664)           (4,787)          (6,480)
Interest on interim obligations                                                       11,012            22,787           20,617
Amortization of debt discount, premium, and expense, net (Note 3)                     42,494             9,645            9,508
Other interest charges                                                                44,672            36,037           27,510
Distributions on preferred securities of
    Alabama Power Capital Trust I & II (Note 9)                                       22,354            21,763            6,717
- --------------------------------------------------------------------------------------------------------------------------------
Interest charges and other, net                                                      308,294           252,617          227,262
- --------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                           391,866           390,525          398,092
Dividends on Preferred Stock                                                          14,643            14,586           26,602
 -------------------------------------------------------------------------------------------------------------------------------
Net Income After Dividends on Preferred Stock                                    $   377,223       $   375,939      $   371,490
================================================================================================================================
The accompanying notes are an integral part of these statements.

                                       12
</TABLE>


<PAGE>
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997, and 1996
Alabama Power Company 1998 Annual Report
<TABLE>
<CAPTION>
<S>                                                                                       <C>             <C>             <C> 
===============================================================================================================================

                                                                                          1998            1997            1996
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                      (in thousands)
Operating Activities:
Net income                                                                          $  391,866      $  390,525     $   398,092 
Adjustments to reconcile net income to net
  cash provided from operating activities--
         Depreciation and amortization                                                 425,167         394,572         383,438 
         Deferred income taxes and investment tax credits, net                          79,430         (12,429)         16,585
         Allowance for equity funds used during construction                            (3,811)              -               -
         Other, net                                                                    (62,928)        (11,353)          6,247
         Changes in certain current assets and liabilities --                                                      
            Receivables, net                                                            49,747         (30,268)          3,958 
            Inventories                                                                  2,880          13,709          36,234
            Payables                                                                    26,583          (9,745)          1,006
            Taxes accrued                                                                4,570           6,191          (5,756)
            Energy cost recovery, retail                                               (95,427)          7,108          25,771 
            Other                                                                      (14,373)          7,127           8,205 
- -------------------------------------------------------------------------------------------------------------------------------
Net cash provided from operating activities                                            803,704         755,437         873,780
- -------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Gross property additions                                                              (610,132)       (451,167)       (425,024)
Other                                                                                  (52,940)        (51,791)        (61,119)
- -------------------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities                                                (663,072)       (502,958)       (486,143)
- -------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Proceeds:
     Company obligated mandatorily redeemable preferred securities                           -         200,000          97,000
     Capital contributions                                                              30,000               -               -
     Preferred stock                                                                   200,000               -               -
     Other long-term debt                                                            1,462,990         258,800          21,000 
Retirements:                                                                                                       
     Preferred stock                                                                   (88,000)       (184,888)              -
     First mortgage bonds                                                             (771,108)        (74,951)        (83,797)
     Other long-term debt                                                             (107,776)           (951)        (21,907)
Interim obligations, net                                                              (306,882)        (57,971)        (25,163)
Payment of preferred stock dividends                                                   (15,596)        (22,524)        (26,665)
Payment of common stock dividends                                                     (367,100)       (339,600)       (347,500)
Miscellaneous                                                                          (66,869)        (16,024)         (3,634)
- -------------------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities                                                 (30,341)       (238,109)       (390,666)
- -------------------------------------------------------------------------------------------------------------------------------
Net Change in Cash and Cash Equivalents                                                110,291          14,370          (3,029)
Cash and Cash Equivalents at Beginning of Year                                          23,957           9,587          12,616
- -------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year                                            $  134,248      $   23,957     $     9,587 
===============================================================================================================================
Supplemental Cash Flow Information:
Cash paid during the year for --
    Interest (net of amount capitalized)                                            $  234,360      $  209,919     $   193,871
    Income taxes (net of refunds)                                                      188,942         207,653         195,214  
- --------------------------------------------------------------------------------------------------------------------------------
( ) Denotes use of cash.
The accompanying notes are an integral part of these statements.

</TABLE>




                                       13
<PAGE>
BALANCE SHEETS
At December 31, 1998 and 1997
Alabama Power Company 1998 Annual Report
<TABLE>
<CAPTION>
<S>                                                                                         <C>                        <C>


================================================================================================================================
ASSETS                                                                                                1998                 1997
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                            (in thousands)
Utility Plant:
Plant in service, at original cost (Note 1)                                                    $11,352,838          $11,070,323
Less accumulated provision for depreciation                                                      4,666,513            4,384,180
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                 6,686,325            6,686,143
Nuclear fuel, at amortized cost                                                                     95,575              103,272
Construction work in progress                                                                      525,359              311,223
 -------------------------------------------------------------------------------------------------------------------------------
Total                                                                                            7,307,259            7,100,638
- --------------------------------------------------------------------------------------------------------------------------------
Other Property and Investments:                                                                                 
Equity investments in subsidiaries (Note 6)                                                         34,298               34,373
Nuclear decommissioning trusts, at market (Note 1)                                                 232,183              193,008
Miscellaneous                                                                                       12,915               12,832
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                                                              279,396              240,213
- --------------------------------------------------------------------------------------------------------------------------------
Current Assets:                                                                                                 
Cash and cash equivalents                                                                          134,248               23,957
Receivables-                                                                                                    
  Customer accounts receivable                                                                     343,630              368,255
  Other accounts and notes receivable                                                               32,394               28,921
  Affiliated companies                                                                              39,981               50,353
  Accumulated provision for uncollectible accounts                                                  (1,855)              (2,272)
Refundable income taxes                                                                             52,117                    -
Fossil fuel stock, at average cost                                                                  83,238               74,186
Materials and supplies, at average cost                                                            149,669              161,601
Prepayments                                                                                         17,160               20,453
Vacation pay deferred                                                                               28,390               28,783
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                                                              878,972              754,237
- --------------------------------------------------------------------------------------------------------------------------------
Deferred Charges and Other Assets:                                                                              
Deferred charges related to income taxes  (Note 8)                                                 362,953              384,549
Debt expense, being amortized                                                                        8,602                7,276
Premium on reacquired debt, being amortized                                                         83,440               81,417
Prepaid pension costs                                                                              169,393              130,733
Department of Energy assessments (Note 1)                                                           31,088               34,416
Miscellaneous                                                                                      104,595               79,388
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                                                              760,071              717,779
- --------------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                                    $9,225,698           $8,812,867
================================================================================================================================
The accompanying notes are an integral part of these balance sheets.
</TABLE>


                                       14
<PAGE>
<TABLE>
<CAPTION>                                                          
BALANCE SHEETS
At December 31, 1998 and 1997
Alabama Power Company 1998 Annual Report

<S>                                                                                              <C>                 <C>

================================================================================================================================
CAPITALIZATION AND LIABILITIES                                                                        1998                 1997
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                            (in thousands)
Capitalization (See accompanying statements):                                                                   
Common stock equity                                                                             $2,784,067           $2,750,569
Preferred stock                                                                                    317,512              255,512
Company obligated mandatorily redeemable preferred securities of
    subsidiary trusts holding Company Junior Subordinated Notes (Note 9)                           297,000              297,000
Long-term debt                                                                                   2,646,566            2,473,202
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                                                            6,045,145            5,776,283
- --------------------------------------------------------------------------------------------------------------------------------
Current Liabilities:                                                                                            
Preferred stock due within one year (Note 11)                                                       50,000                    -
Long-term debt due within one year (Note 11)                                                       471,209               75,336
Commercial paper                                                                                         -              306,882
Accounts payable-                                                                                               
  Affiliated companies                                                                              79,844               79,822
  Other                                                                                            188,074              159,146
Customer deposits                                                                                   29,235               34,968
Taxes accrued-                                                                                                  
  Federal and state income                                                                          82,219               21,177
  Other                                                                                             17,559               15,309
Interest accrued                                                                                    38,166               50,722
Vacation pay accrued                                                                                28,390               28,783
Miscellaneous                                                                                       79,095              103,602
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                                                            1,063,791              875,747
- --------------------------------------------------------------------------------------------------------------------------------
Deferred Credits and Other Liabilities:                                                                         
Accumulated deferred income taxes  (Note 8)                                                      1,202,971            1,192,265
Accumulated deferred investment tax credits                                                        271,611              282,873
Prepaid capacity revenues, net  (Note 7)                                                            96,080              109,982
Department of Energy assessments  (Note 1)                                                          27,202               30,592
Deferred credits related to income taxes  (Note 8)                                                 315,735              327,328
Natural disaster reserve  (Note 1)                                                                  19,385               22,416
Miscellaneous                                                                                      183,778              195,381
- --------------------------------------------------------------------------------------------------------------------------------
Total                                                                                            2,116,762            2,160,837
- --------------------------------------------------------------------------------------------------------------------------------
Commitments and Contingent Matters (Notes 1 through 7, and 12)
Total Capitalization and Liabilities                                                            $9,225,698           $8,812,867
=================================================================================================================================
The accompanying notes are an integral part of these balance sheets.

</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CAPITALIZATION
At December 31, 1998 and 1997
Alabama Power Company 1998 Annual Report


<S>                                                                               <C>             <C>         <C>           <C>
====================================================================================================================================
                                                                                   1998            1997         1998        1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                       (in thousands)      (percent of total)
Common Stock Equity:
Common stock, par value $40 per share --
     Authorized -- 6,000,000 shares
     Outstanding -- 5,608,955 shares in 1998 and 1997                        $     224,358   $     224,358
Paid-in capital                                                                  1,334,645       1,304,645
Premium on preferred stock                                                              99              99
Retained earnings (Note 13)                                                      1,224,965       1,221,467
- ------------------------------------------------------------------------------------------------------------------------------------
Total common stock equity                                                        2,784,067       2,750,569       46.1 %      47.6 %
- ------------------------------------------------------------------------------------------------------------------------------------
Cumulative Preferred Stock:
$1 par value --
     Authorized -- 27,500,000 shares
     Outstanding -- 1998:  10,500,200 shares
                          -- 1997:    6,020,200 shares
         $25 stated capital --
            5.20%                                                                  162,000               -
            5.83%                                                                   38,000               -
            6.40%                                                                        -          50,000
            6.80%                                                                        -          38,000
            Adjustable rate
                4.00% - at January 1, 1999                                          50,000          50,000
         $100 stated capital --
            Auction rate - 4.30% at January 1, 1999                                 50,000          50,000
         $100,000 stated capital --
            Auction rate - 4.08% at January 1, 1999                                 20,000          20,000
$100 par value --
     Authorized -- 3,850,000 shares
     Outstanding -- 475,115 shares in 1998 and 1997
         4.20% to 4.52%                                                             18,512          18,512
         4.60% to 4.92%                                                             29,000          29,000
- -------------------------------------------------------------------------------------------------------------
Total cumulative preferred stock (annual dividend
    requirement -- $17,767,000)                                                    367,512         255,512
Less amount due within one year (Note 11)                                           50,000               -
- ----------------------------------------------------------------------------------------------------------------------------------
Cumulative preferred stock excluding amount due within one year                    317,512         255,512        5.2         4.4
- ----------------------------------------------------------------------------------------------------------------------------------
Company Obligated Mandatorily
  Redeemable Preferred Securities (Note 9):
    $25 liquidation value -- 7.375%                                                 97,000          97,000
    $25 liquidation value -- 7.60%                                                 200,000         200,000
- ----------------------------------------------------------------------------------------------------------------------------------
Total (annual distribution requirement -- $22,354,000)                             297,000         297,000        4.9         5.2
- ----------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt:
First mortgage bonds --
     Maturity                                           Interest Rates
     February 1, 1998                                   5 1/2%                           -          50,000
     August 1, 1999                                     6 3/8%                     170,000         170,000
     March 1, 2000                                      6%                         100,000         100,000
     August 1, 2002                                     6.85%                            -         100,000
     January 1, 2003                                    7%                         125,000         125,000
     February 1, 2003                                   6 3/4%                     175,000         175,000
     August 1, 2007                                     7 1/4%                           -         175,000
     2023 through 2024                                  7.30% to 9%                500,000         946,108
- -------------------------------------------------------------------------------------------------------------
Total first mortgage bonds                                                       1,070,000       1,841,108
- -------------------------------------------------------------------------------------------------------------
Other long-term debt (Note 10) --
     Pollution control obligations --
         Collateralized -
            5.5% to 6.5% due
                2023-2024                                                          126,050         223,040
            Variable rates (3.80%
                to 5.00% at 1/1/99)
                due 2015-2017                                                       89,800          89,800
</TABLE>


                                       16


<PAGE>

<TABLE>
<CAPTION>

STATEMENTS OF CAPITALIZATION  (continued)
At December 31, 1998 and 1997
Alabama Power Company 1998 Annual Report

<S>                                                                               <C>               <C>         <C>        <C>

====================================================================================================================================
                                                                                      1998            1997     1998        1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                      (in thousands)           (percent of total)
     Pollution control obligations --  (continued)
         Non-collateralized -
            7.25% due 2003                                                           1,000           1,000
            5.8% due 2022                                                                -           9,800
            Variable rates (4.80%
                to 5.33% at 1/1/99)
                due 2021-2028                                                      324,290         217,500
- -------------------------------------------------------------------------------------------------------------
     Total pollution control obligations                                           541,140         541,140
- -------------------------------------------------------------------------------------------------------------
     Senior notes --                                                                            
         Maturity                                       Interest Rates
         --------                                       --------------
         November 15, 2003                              5.35%                      156,200               -
         November 1, 2005                               5.49%                      225,000               -
         October 1, 2008                                5 3/8%                     160,000               -
         September 30, 2010                             6.25%                      100,000               -
         September 30, 2018                             6.375%                     100,000               -
         September 30, 2018                             6.5%                       225,000               -
         December 1, 2047                               7 1/8%                     193,800         193,800
         December 31, 2047                              7%                         200,000               -
         March 31, 2048                                 7%                         190,000               -
- -------------------------------------------------------------------------------------------------------------
     Total senior notes                                                          1,550,000         193,800
- -------------------------------------------------------------------------------------------------------------
     Capitalized lease obligations                                                   6,119           7,105
     Unamortized debt premium (discount), net                                      (49,484)        (34,615)
- -------------------------------------------------------------------------------------------------------------
Total long-term debt (annual interest
     requirement -- $204,003,000)                                                3,117,775       2,548,538
Less amount due within one year (Note 11)                                          471,209          75,336
- ----------------------------------------------------------------------------------------------------------------------------------
Long-term debt excluding amount due within one year                              2,646,566       2,473,202     43.8        42.8
- ----------------------------------------------------------------------------------------------------------------------------------
Total Capitalization                                                         $   6,045,145   $   5,776,283    100.0 %     100.0 %

==================================================================================================================================
The accompanying notes are an integral part of these statements.
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>

STATEMENTS OF RETAINED EARNINGS
For the Years Ended December 31, 1998, 1997, and 1996
Alabama Power Company 1998 Annual Report
<S>                                                                           <C>                 <C>                 <C>
          
================================================================================================================================
                                                                                        1998              1997             1996
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (in thousands)

Balance at Beginning of Year                                                     $ 1,221,467       $ 1,185,128      $ 1,161,225
Net income after dividends on preferred stock                                        377,223           375,939          371,490
Cash dividends on common stock                                                      (367,100)         (339,600)        (347,500)
Preferred stock transactions, net                                                     (6,137)              (45)              (7)
Other adjustments to retained earnings                                                  (488)               45              (80)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at End of Year (Note 13)                                                 $ 1,224,965       $ 1,221,467      $ 1,185,128
================================================================================================================================


STATEMENTS OF PAID-IN CAPITAL
For the Years Ended December 31, 1998, 1997, and 1996
Alabama Power Company 1998 Annual Report

===============================================================================================================================-
                                                                                        1998              1997             1996
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)

Balance at Beginning of Period                                                   $ 1,304,645       $ 1,304,645      $ 1,304,645
Capital contributions from parent company                                             30,000                 -                -
- --------------------------------------------------------------------------------------------------------------------------------
Balance at End of Period                                                         $ 1,334,645       $ 1,304,645      $ 1,304,645
================================================================================================================================
The accompanying notes are an integral part of these statements.

                                       18
</TABLE>

<PAGE>

NOTES TO FINANCIAL STATEMENTS
Alabama Power Company 1998 Annual Report


1.   SUMMARY OF SIGNIFICANT ACCOUNTING 
     POLICIES

General

Alabama Power Company (the Company) is a wholly owned subsidiary of Southern
Company,  which is the parent company of five  operating companies, Southern
Company Services (SCS), a system service company, Southern Communications
Services (Southern LINC),  Southern Energy, Inc.  (Southern Energy), Southern
Nuclear Operating Company (Southern Nuclear), Southern Company Energy Solutions,
and other direct and indirect subsidiaries.  The operating companies (Alabama
Power Company, Georgia Power Company,  Gulf Power Company,  Mississippi Power
Company, and Savannah Electric and Power Company)  provide electric service in
four southeastern states.  Contracts among  the companies--dealing with
jointly-owned generating facilities, interconnecting transmission lines, and the
exchange of electric power--are regulated by the Federal  Energy  Regulatory
Commission (FERC) or the Securities and Exchange Commission (SEC). The system
service company provides, at cost,  specialized services to Southern Company and
subsidiary companies.  Southern LINC provides digital wireless communications
services to the operating companies and also markets these services to the
public within the Southeast.  Southern Energy designs, builds, owns and operates
power production and delivery facilities and provides a broad range of energy
related services in the United States and international markets.  Southern
Nuclear provides services to Southern Company's nuclear power plants.  Southern
Company Energy Solutions develops new business opportunities related to energy
products and services.

    Southern Company is registered as a holding company under the Public Utility
Holding Company Act of 1935 (PUHCA).  Both Southern Company and its subsidiaries
are  subject to the  regulatory  provisions of the PUHCA.  The Company is also
subject to regulation  by the FERC and the Alabama Public Service Commission
(APSC). The Company follows generally accepted accounting principles (GAAP) and
complies with the accounting policies and practices prescribed by the respective
regulatory commissions.  The preparation of financial statements in conformity
with GAAP requires the use of estimates,  and the actual results may differ from
those estimates.

         Certain prior years' data presented in the financial statements have
been reclassified to conform with current year presentation.

Regulatory Assets and Liabilities

The Company is subject to the provisions of Financial Accounting Standards Board
(FASB)  Statement  No.  71,  Accounting  for the  Effects  of  Certain  Types of
Regulation.  Regulatory assets represent probable future revenues to the Company
associated  with certain costs that are expected to be recovered  from customers
through the ratemaking process. Regulatory liabilities represent probable future
reductions in revenues  associated with amounts that are expected to be credited
to customers through the ratemaking process. Regulatory assets and (liabilities)
reflected in the Balance Sheets at December 31 relate to the following:

                                               1998        1997
                                         -----------------------
                                             (in thousands)
Deferred income taxes                    $  362,953   $ 384,549
Deferred income tax credits                (315,735)   (327,328)
Premium on reacquired debt                   83,440      81,417
Department of Energy assessments             31,088      34,416
Vacation pay                                 28,390      28,783
Natural disaster reserve                    (19,385)    (22,416)
Work force reduction costs                    4,082      19,316
Other, net                                   46,672      59,726
- ----------------------------------------------------------------
Total                                     $ 221,505   $ 258,463
================================================================

    In the event that a portion of the Company's operations is no longer subject
to the  provisions of Statemen  No. 71, the Company would be required to write
off related net regulatory assets and  liabilities that are not specifically
recoverable through regulated rates. In addition, the Company would be required
to determine if any impairment to other assets exists, including plant, and
write down the assets, if impaired, to their fair value.



                                       19
<PAGE>

NOTES (continued)
Alabama Power Company 1998 Annual Report


Revenues and Fuel Costs

The Company currently operates as a vertically  integrated  utility  providing
electricity to retail customers within its traditional service area located
within the state of Alabama,  and to wholesale customers in the southeast.
Revenues by type of service were as follows:

                                   1998      1997       1996
                               --------------------------------
                                        (in millions)
Retail                           $2,781    $2,511     $2,469
Non-affiliated wholesale            449       431        391
Other                                53        45         44
- ---------------------------------------------------------------
Total                            $3,283    $2,987     $2,904
- ---------------------------------------------------------------

The Company accrues revenues for services rendered but unbilled at the end of
each fiscal period.  Fuel costs are expensed as the fuel is used. The Company's
electric rates include provisions to adjust billings for fluctuations in fuel
and the energy component of purchased power costs.  Revenues are adjusted for
differences between recoverable fuel costs and amounts actually recovered in
current rates.

    The Company has a diversified base of customers.  No single customer or
industry  comprises 10 percent or more of revenues.  For all periods presented,
uncollectible accounts continued to average less than 1 percent of revenues.

    Fuel expense includes the amortization  of the cost of nuclear fuel and a
charge, based on nuclear generation, for the permanent disposal of spent nuclear
fuel.  Total charges for nuclear fuel included in fuel expense amounted to $59
million in 1998, $68 million in 1997, and $64 million in 1996. The Company has a
contract with the  U.S.  Department of Energy (DOE)  that provides for the
permanent disposal of spent nuclear fuel. The DOE failed to begin disposing of
spent fuel in January 1998 as required by contracts, and the Company is pursuing
legal remedies against the government for breach of contract. Sufficient storage
capacity currently is available to permit operation into 2009 and 2013 at Plant
Farley units 1 and 2, respectively.

    Also, the Energy Policy Act of 1992 required the establishment in 1993 of a
Uranium Enrichment Decontamination and Decommissioning Fund, which is to be
funded in part by a special assessment on utilities with nuclear plants.  This
assessment will be paid over a 15-year period,  which began in 1993.  This fund
will be used by the DOE for the decontamination and decommissioning of its
nuclear fuel enrichment facilities.  The law provides that utilities will
recover these payments in the same manner as any other fuel expense.  The
Company estimates its remaining liability at December 31, 1998, under this law
to be approximately $31 million.  This obligation is recognized in the
accompanying Balance Sheets.

Depreciation and Nuclear Decommissioning

Depreciation of the original cost of depreciable  utility plant in service is
provided  primarily by using composite  straight-line  rates, which approximated
3.2 percent in 1998 and 3.3 percent in both 1997 and 1996. When property subject
to  depreciation  is retired or otherwise disposed of in the normal course of
business,  its cost -- together with the cost of removal, less salvage -- is
charged to the accumulated  provision for depreciation.  Minor items of property
included in the original cost of the plant are retired when the related property
unit is retired.  Depreciation  expense includes an amount for the expected cost
of decommissioning nuclear facilities and removal of other facilities.

         Nuclear Regulatory Commission (NRC) regulations require all licensees
operating commercial nuclear power reactors to establish a plan for providing,
with reasonable assurance,  funds for decommissioning.   The Company has
established external trust funds to comply with the NRC's regulations.  Amounts
previously recorded in internal reserves are being transferred into the external
trust funds over periods approved by the APSC.  The NRC's  minimum external
funding requirements are based on a generic estimate of the cost to decommission
the  radioactive portions of a  nuclear unit based on the size and type of
reactor. The Company has filed plans with the NRC to ensure that -- over time --
the deposits  and earnings of the external trust funds will provide the minimum
funding amounts prescribed by the NRC.


                                       20
<PAGE>
NOTES (continued)
Alabama Power Company 1998 Annual Report

         Site study cost is the estimate to decommission  the facility as of the
site study year, and ultimate cost is the estimate to decommission  the facility
as of retirement date. The estimated costs of decommissioning -- both site study
costs and ultimate costs -- at December 31, 1998,  for Plant Farley were as
follows:

  Site study basis (year)                            1998

  Decommissioning periods:
      Beginning year                                 2017
      Completion year                                2031
  -------------------------------------------------------------
                                                (in millions)
  Site study costs:
      Radiated structures                           $ 629
      Non-radiated structures                          60
 --------------------------------------------------------------
  Total                                             $ 689
  =============================================================
                                                (in millions)
  Ultimate costs:
      Radiated structures                          $1,868
      Non-radiated structures                         178
  -------------------------------------------------------------
  Total                                            $2,046
  =============================================================

    The  decommissioning cost estimates are based on prompt dismantlement and
removal of the plant from service.  The actual decommissioning costs may vary
from  the  above estimates because of changes in the assumed date of
decommissioning, changes in NRC requirements, or changes in the assumptions used
in making estimates.

    Annual provisions for nuclear decommissioning are based on an annuity method
as approved by the APSC.  The amounts expensed in 1998 and fund  balance as of
December 31, 1998 were:

                                                (in millions)
  Amount expensed in 1998                          $   18
  -------------------------------------------------------------

  Accumulated provisions:
      Balance in external trust funds              $  232
      Balance in internal reserves                     42
  -------------------------------------------------------------
  Total                                            $  274
  =============================================================

    All of the  Company's  decommissioning costs are approved for ratemaking.
Significant assumptions include an estimated inflation rate of 4.5 percent and
an estimated trust earnings rate of 7.0 percent.

Income Taxes

The Company uses the liability method of accounting for deferred income taxes
and provides deferred income taxes for all significant income tax temporary
differences.  Investment tax credits utilized are deferred and amortized to
income over the average lives of the related property.

Allowance For Funds Used During Construction (AFUDC)

AFUDC represents the estimated debt and equity costs of capital funds that are
necessary to finance the construction of new facilities.  While cash is not
realized currently from such allowance,  it increases the revenue requirement
over the service life of the plant through a higher rate base and higher
depreciation expense.  The composite rate used to determine the amount of
allowance was 9.0 percent in 1998 and 5.8 percent in both 1997 and 1996. AFUDC,
net of income tax, as a percent of net income after dividends on preferred stock
was 1.8 percent in 1998, 0.8 percent in 1997 and 1.1 percent in 1996.

Utility Plant

Utility plant is stated at original cost.  Original cost includes: materials;
labor;  minor items of property;  appropriate administrative and general costs;
payroll-related costs such as taxes,  pensions,  and other benefits;  and the
estimated cost of funds used  during construction.  The cost of maintenance,
repairs and replacement of minor items of property is charged to maintenance
expense.  The cost of replacements of property  (exclusive  of minor items of
property) is charged to utility plant.

Financial Instruments

The Company's only financial instruments for which the carrying amount did not
approximate fair value at December 31 are as follows:

                                       Carrying         Fair
                                        Amount         Value
                                      -------------------------
                                             (in millions)
 Long-term debt:
   At December 31, 1998                 $3,112         $3,195
   At December 31, 1997                  2,541          2,638
 Preferred Securities:
   At December 31, 1998                    297            307
   At December 31, 1997                    297            300
 --------------------------------------------------------------

                                       21
<PAGE>

NOTES (continued)
Alabama Power Company 1998 Annual Report


    The fair value for long-term debt and preferred securities was based on
either closing market prices or closing prices of comparable instruments.

Cash and Cash Equivalents

For purposes of the financial statements,  temporary cash investments are
considered cash equivalents.  Temporary cash investments are securities with
original maturities of 90 days or less.

Materials and Supplies

Generally, materials and supplies include the cost of  transmission,
distribution, and generating plant materials. Materials are charged to inventory
when purchased and then expensed or capitalized to plant, as  appropriate,  when
installed.

Natural Disaster Reserve

In September 1994, in response to a request by the Company,  the APSC issued an
order allowing the Company to establish a Natural Disaster Reserve. Regulatory
treatment allows the Company to accrue $250 thousand per month, until the
maximum accumulated provision of $32 million is attained.  However, in December
1995, the APSC approved higher accruals to restore the reserve to its authorized
level whenever the balance in the reserve declines below $22.4 million.

2.   RETIREMENT BENEFITS

The Company has defined benefit, trusteed, pension plans that cover
substantially all employees. The Company provides certain medical care and life
insurance benefits for retired employees. Substantially all these employees may
become eligiblefor such benefits when they retire.  The Company funds trusts to
the extent deductible under federal income tax regulations or to the extent
required by the APSC and FERC. In 1998,  the Company adopted FASB Statement No.
132, Employers' Disclosure about Pensions and Other Postretirement Benefits. The
measurement date is September 30 of each year.


    The weighted  average rates assumed in the actuarial  calculations  for both
the pension and postretirement benefit plans were:

                                          1998         1997
- ---------------------------------------------------------------
Discount                                  6.75%        7.50%
Annual salary increase                    4.25         5.00
Long-term return on plan assets           8.50         8.50
- ---------------------------------------------------------------

Pension Plan

Changes  during the year in the projected  benefit  obligations  and in the fair
value of plan assets were as follows:

                                            Projected
                                       Benefit Obligations
                                    ---------------------------
                                          1998          1997
- ---------------------------------------------------------------
                                          (in millions)
Balance at beginning of year              $813          $814
Service cost                                22            20
Interest cost                               59            58
Benefits paid                              (51)          (38)
Actuarial (gain) loss and
    employee transfers                      25           (41)
- ---------------------------------------------------------------
Balance at end of year                    $868          $813
===============================================================

                                           Plan Assets
                                    ---------------------------
                                          1998          1997
- ---------------------------------------------------------------
                                          (in millions)
Balance at beginning of year            $1,521        $1,334
Actual return on plan assets                 9           250
Benefits paid                              (51)          (38)
Employee transfers                         (18)          (25)
- ---------------------------------------------------------------
Balance at end of year                  $1,461        $1,521
===============================================================

     The accrued pension costs recognized in the Balance Sheets were
as follows:

                                              1998       1997
- ---------------------------------------------------------------
                                              (in millions)
Funded status                                $ 593      $ 708
Unrecognized transition obligation             (30)       (35)
Unrecognized prior service cost                 39         43
Unrecognized net actuarial gain               (433)      (585)
- ---------------------------------------------------------------
Prepaid asset recognized in the
      Balance Sheets                         $ 169      $ 131
===============================================================

                                       22
<PAGE>
NOTES (continued)
Alabama Power Company 1998 Annual Report


    Components of the plans' net periodic cost were as follows:

                                         1998    1997     1996
- ---------------------------------------------------------------
                                            (in millions)
Service cost                           $   22  $   20   $   21
Interest cost                              59      58       60
Expected return on plan assets           (102)    (95)     (93)
Recognized net actuarial gain             (16)    (13)      (9)
Net amortization                           (2)     (2)      (3)
- ---------------------------------------------------------------
Net pension cost (income)              $  (39) $  (32)  $  (24)
===============================================================

Postretirement Benefits

Changes  during the year in the projected  benefit  obligations  and in the fair
value of plan assets were as follows:

                                            Projected
                                        Benefit Obligations
                                    ---------------------------
                                         1998          1997
- ---------------------------------------------------------------
                                          (in millions)
Balance at beginning of year             $252          $242
Service cost                                5             4
Interest cost                              19            18
Benefits paid                             (12)           (8)
Actuarial (gain) loss and
    employee transfers                     14            (4)
- ---------------------------------------------------------------
Balance at end of year                   $278          $252
===============================================================

                                           Plan Assets
                                    ---------------------------
                                         1998          1997
- ---------------------------------------------------------------
                                          (in millions)
Balance at beginning of year             $125          $108
Actual return on plan assets                4            16
Employer contributions                     20             9
Benefits Paid                             (12)           (8)
- ---------------------------------------------------------------
Balance at end of year                   $137          $125
===============================================================

    The accrued postretirement costs recognized in the Balance Sheets
were as follows:
                                              1998       1997
- ---------------------------------------------------------------
                                              (in millions)
Funded status                                $(141)     $(127)
Unrecognized transition obligation              57         61
Unrecognized net actuarial loss                 22          3
Fourth quarter contributions                     8         10
- ---------------------------------------------------------------
Accrued liability recognized in the
      Balance Sheets                         $ (54)     $ (53)
===============================================================

    Components of the plans' net periodic cost were as follows:

                                         1998    1997     1996
- ---------------------------------------------------------------
                                            (in millions)
Service cost                             $  5    $  4     $  5
Interest cost                              18      18       17
Expected return on plan assets             (9)     (7)      (6)
Recognized net gain                         -       -        1
Net amortization                            4       4        4
- ------------------------------------------------------ --------
Net postretirement cost                  $ 18    $ 19     $ 21
===============================================================

      An additional assumption used in measuring the accumulated postretirement
benefit obligations was a weighted average medical care cost trend rate of 8.30
percent for 1998, decreasing gradually to 4.75 percent through the year 2005,
and remaining at that level thereafter.  An annual increase or decrease in the
assumed medical care cost trend rate of 1 percent would affect the accumulated
benefit obligation and the service and interest cost components at December 31,
1998 as follows:

                                     1 Percent     1 Percent
                                      Increase      Decrease
- ---------------------------------------------------------------
                                           (in millions)
Benefit obligation                      $ 18         $ (15)
Service and interest costs                 2            (1)
===============================================================

Work Force Reduction Programs

The Company has incurred additional costs for work force reduction programs. The
costs related to these programs were $19.4 million,  $33.0 million and $26.7
million for the years 1998, 1997 and 1996,  respectively.  In addition, certain
costs of these programs were deferred and are being amortized in accordance with
regulatory treatment. The unamortized balance of these costs was $4.1 million at
December 31, 1998.

3.   LITIGATION AND REGULATORY MATTERS

Retail Rate Adjustment Procedures

In November 1982,  the APSC adopted rates that provide for periodic adjustments
based upon the Company's earned return on end-of-period retail common equity.
The  rates also provide for adjustments to recognize the  placing of new
generating facilities in retail service. Both increases and decreases have been
placed into effect since the adoption of these rates. The rate adjustment


                                       23
<PAGE>
NOTES (continued)
Alabama Power Company 1998 Annual Report


procedures allow a return on common equity range of 13.0 percent to 14.5 percent
and limit increases or decreases in rates to 4 percent in any calendar year.

    In June 1995,  the APSC issued a rate order granting the Company's  request
for gradual adjustments to move toward parity among customer classes. This order
also calls for a moratorium on any  periodic retail rate increases  (but not
decreases) until July 2001.

    In December 1995, the APSC issued an order authorizing the Company to reduce
balance sheet  items -- such as plant and  deferred  charges -- at any time the
Company's actual base rate revenues exceed the budgeted revenues. In April 1997,
the APSC issued an additional order authorizing  the Company to reduce balance
sheet asset items.  This order authorizes the reduction of such items up to an
amount equal to five times the total estimated  annual revenue reduction
resulting  from future rate reductions initiated by the Company.  In 1998, the
Company - in accordance with the 1995 rate  order - recorded $33 million of
additional amortization of premium on reacquired debt.

    The  ratemaking procedures will remain in effect until the APSC votes to
modify or discontinue them.

Appliance Warranty Litigation

In 1996, a class action against the Company was filed charging the Company with
fraud and non-compliance with regulatory statutes relating to the offer, sale,
and financing of "extended  service  contracts"  in connection with the sale of
electric appliances.  The plaintiffs seek damages in an unspecified amount. The
Company has offered extended service agreements to its customers since January
1984, and approximately 175,000 extended service agreements could be involved in
these proceedings. The trial court has granted partial summary judgment in favor
of the  plaintiffs.  The Company has appealed this decision to the Supreme Court
of Alabama. The final outcome of this case cannot now be determined.

Environmental Litigation

On November 30, 1998, total judgments of nearly $53 million were entered in 
favor of five plaintiffs against the Company and two large textile
manufacturers.  The plaintiffs alleged that the manufacturers had discharged
certain polluting substances into a stream that empties into Lake Martin, a
hydroelectric reservoir owned by the Company, and that such discharges had
reduced the value of the plaintiffs' residential lots on Lake Martin. Of the
total amount of the judgments, $155 thousand was compensatory damages and the
remainder was punitive damages. The damages were assessed against all three
defendants jointly.  Post-trial motions have been filed, and, if relief is not
granted at the trial court level, the Company will appeal these judgements to
the Supreme Court of Alabama. While the Company believes that these judgments
should be reversed or set aside, the final outcome of this matter cannot now be
determined.

FERC Reviews Equity Returns

On September 21, 1998, the FERC entered separate orders affirming the outcome of
the  administrative  law judge's opinions in two proceedings in which the return
on common equity component of formula rates contained in substantially  all of
the operating companies' wholesale power contracts was being challenged as
unreasonably high.  These orders  resulted in no change in the wholesale  power
contracts that were the subject of such  proceedings.  The FERC also dismissed a
complaint filed by three customers under long-term power sales agreements
seeking to lower the equity return component in such agreements. These customers
have filed applications for rehearing  regarding each FERC order. In response to
a requirement of the September 1998 FERC order, Southern Company filed a new
equity return component on the long-term power sales contracts,  to be effective
January 5, 1999.  The proposed equity  return was lowered from 13.75 percent to
12.50 percent.  If the filed equity return is approved,  the estimated impact on
the  Company's revenues will be approximately $5 million annually.  The FERC
placed the new rates into effect, subject to  refund.  Also,  this filing was
consolidated with the new proceeding discussed below.

   On  December  28,  1998,  the FERC  staff  filed a motion  asking the FERC to
initiate a new proceeding regarding the equity return and other issues involving
the  Company's  formula rate  contracts.  The motion was  submitted  pursuant to
review  procedures  applicable  to these  contracts,  and would be applicable to
billings under such contracts on and after January 1, 1999.

Tax Litigation

In August 1997,  Southern Company and the Internal Revenue Service (IRS) entered
into a  settlement  agreement  related to tax issues for the years 1984  through
1987. The agreement received final approval by the Joint Congressional


                                       24
<PAGE>
NOTES (continued)
Alabama Power Company 1998 Annual Report


Committee  on Taxation in June 1998 and as a result,  the Company recognized
interest  income in 1998 of $14  million.  The refund by the IRS has been made
and this matter is now concluded.

4.   CAPITAL BUDGET

The Company's capital expenditures are currently estimated to total $875 million
in 1999,  $653 million in 2000, and $668 million in 2001.  Included in these
estimates are the following:  the Company will replace all six steam generators
at Plant Farley at a total cost of approximately $234 million. Additionally, the
Company plans to construct and install 1,075 megawatts of new generating
capacity and associated substation facilities  at Plant Barry.  The projected
capital expenditures for this project amount to approximately $384 million.

    The capital budget is subject to periodic review and revision, and actual
capital costs incurred may vary from the above estimates because of numerous
factors.  These factors include: changes in business conditions;  revised load
growth projections;  changes in environmental  regulations;  changes in the
existing nuclear plant to meet new regulatory requirements;  increasing costs of
labor, equipment, and materials; and cost of capital.

    In addition,  significant construction will continue related to transmission
and distribution facilities and the upgrading of generating plants.

5.   FINANCING, INVESTMENT, AND
     COMMITMENTS

General

To the extent possible, the Company's construction  program is expected to be
financed primarily from internal sources.  Short-term debt is often utilized and
the amounts available are discussed  below.  The Company may issue additional
long-term debt and preferred securities for debt maturities, redeeming
higher-cost securities, and meeting additional capital requirements.

Financing

The ability of the Company to finance its capital  budget depends on the amount
of funds generated internally and the funds it can raise by external financing.
The Company historically has relied on issuances of first mortgage bonds
and preferred stock, in addition to pollution control revenue bonds issued for
its benefit by public authorities,  to meet its long-term external financing
requirements.  Recently, the Company's financings have consisted of unsecured
debt and trust preferred  securities.  In this regard,  the Company sought and
obtained stockholder approval in 1997 to amend its corporate charter eliminating
restrictions on the amounts of unsecured indebtedness it may incur. In order to
issue additional debt and equity securities, the Company must comply with
certain earnings coverage requirements designated in its mortgage indenture and
corporate charter.  The most restrictive of these provisions requires, for the
issuance of additional first mortgage bonds, that before-income-tax earnings, as
defined, cover pro forma annual interest charges on outstanding first mortgage
bonds at least twice; and for the issuance of additional preferred stock,  that
gross income  available for interest cover pro forma annual interest charges and
preferred stock dividends at least one and one-half  times.  The Company's
coverages are at a level that would permit any  necessary amount of security
sales at current interest and dividend rates.

Bank Credit Arrangements

The Company maintains committed lines of credit in the amount of $757.7 million
(including $315 million of such lines under which are dedicated to funding
purchase obligations relating to variable rate pollution control bonds).  Of
these lines,  $677.7 million expire at various times during 1999 and $80 million
expires in 2003. In certain cases, such lines require payment of a commitment
fee  based on the unused  portion of the commitment or the maintenance of
compensating balances with the banks.  Because the arrangements are based on an
average balance, the Company does not consider any of its cash balances to be
restricted as of any specific date.  Moreover, the Company borrows from time to
time pursuant to arrangements with banks for uncommitted lines of credit.

    At  December 31, 1998,  the Company had regulatory approval to have
outstanding up to $750 million of short-term borrowings.

Assets Subject to Lien

The Company's mortgage, as amended and supplemented, securing the first mortgage
bonds issued by the Company,  constitutes a direct lien on substantially  all of
the Company's fixed property and franchises.


                                       25
<PAGE>
NOTES (continued)
Alabama Power Company 1998 Annual Report


Fuel Commitments

To supply a portion of the fuel requirements  of its generating plants,  the
Company has entered into various long-term commitments for the procurement of
fossil and nuclear fuel. In most cases,  these contracts contain provisions for
price escalations,  minimum purchase levels and other financial commitments.
Total estimated long-term obligations at December 31, 1998, were as follows:

Year                                               Amounts
                                               ----------------
                                                (in millions)
1999                                               $   825
2000                                                   547
2001                                                   497
2002                                                   376
2003                                                   381
2004 - 2014                                          2,417
- ---------------------------------------------------------------
Total commitments                                  $ 5,043
===============================================================

Operating Leases

The Company has entered into coal rail car rental  agreements with various terms
and  expiration  dates.  These  expenses  totaled $5.8 million in 1998, and $3.0
million each for 1997 and 1996. At December 31, 1998,  estimated  minimum rental
commitments for noncancellable operating leases were as follows:

Year                                               Amounts
                                               ----------------
                                                (in millions)
1999                                                $ 11.4
2000                                                   9.7
2001                                                   7.3
2002                                                   5.9
2003                                                   5.7
2004 - 2018                                           51.4
- ---------------------------------------------------------------
Total minimum payments                              $ 91.4
===============================================================

6.   JOINT OWNERSHIP AGREEMENTS

The Company and Georgia Power Company own equally all of the outstanding capital
stock of Southern Electric Generating Company  (SEGCO),  which owns electric
generating units with a total rated capacity of 1,020  megawatts,  together with
associated transmission facilities.  The capacity of these units is sold equally
to the Company and Georgia Power Company under a contract which, in substance,
requires payments sufficient to provide for the operating  expenses,  taxes,
interest expense and a return on equity,  whether or not SEGCO has any capacity
and energy  available.  The term of the contract extends  automatically for
two-year periods,  subject to either party's right to cancel upon two year's
notice.  The Company's share of expenses totaled $74 million in 1998, $73
million in 1997 and $75 million in 1996, and is included in "Purchased power
from affiliates" in the Statements of Income.

    In addition,  the Company has guaranteed  unconditionally  the obligation of
SEGCO under an installment sale agreement for the purchase of certain  pollution
control facilities at SEGCO's generating units,  pursuant to which $24.5 million
principal  amount of pollution  control revenue bonds are  outstanding.  Georgia
Power  Company has agreed to  reimburse  the Company for the pro rata portion of
such obligation  corresponding to its then  proportionate  ownership of stock of
SEGCO if the Company is called upon to make such payment under its guaranty.

    At December 31, 1998, the  capitalization  of SEGCO consisted of $49 million
of  equity  and $70  million  of  long-term  debt on which the  annual  interest
requirement is $4.1 million. SEGCO paid dividends totaling $8.7 million in 1998,
$10.6 million in 1997,  and $10.1 million in 1996, of which one-half of each was
paid to the Company. SEGCO's net income was $7.5 million, $8.5 million, and $7.7
million for 1998, 1997 and 1996, respectively.

    The  Company's  percentage ownership and investment in jointly-owned
generating plants at December 31, 1998, follows:

                             Total
                            Megawatt         Company
    Facility (Type)         Capacity        Ownership
 ---------------------    ------------    -------------

 Greene County                 500            60.00%    (1)
    (coal)
 Plant Miller
    Units 1 and 2            1,320            91.84%    (2)
    (coal)
================================================================
(1)  Jointly owned with an affiliate, Mississippi Power Company.
(2)  Jointly owned with Alabama Electric Cooperative, Inc.


                             Company         Accumulated
       Facility            Investment        Depreciation
 ---------------------    --------------    ---------------
                                    (in millions)
 Greene County                $ 94               $  42
 Plant Miller
    Units 1 and 2              717                 330
 ----------------------------------------------------------

                                       26
<PAGE>
NOTES (continued)
Alabama Power Company 1998 Annual Report


7.   LONG-TERM POWER SALES AGREEMENTS

General

The Company and the operating affiliates of Southern Company have entered into
long-term contractual agreements for the sale of capacity and energy to certain
non-affiliated utilities located outside the system's service  area.  These
agreements -- expiring at various dates discussed below -- are firm and pertain
to capacity related to specific generating  units.  Because the energy is
generally sold at cost under these agreements,  profitability is primarily
affected by revenues from capacity sales.  The Company's capacity  revenues
amounted to $142 million in 1998,  $136 million in 1997, and $151 million in
1996.

    Unit  power from Plant Miller is being sold to Florida Power Corporation
(FPC),  Florida Power & Light Company (FP&L), Jacksonville Electric Authority
(JEA)  and the City of Tallahassee,   Florida.  Under  these  agreements,
approximately 1,200 megawatts of capacity are scheduled to be sold through 1999.
Thereafter,  these sales will remain at that approximate level -- unless reduced
by FP&L,  FPC, and JEA for the periods after 1999 with a minimum of three years
notice -- until the expiration of the contracts in 2010.

Alabama Municipal Electric Authority (AMEA) Capacity Contracts

In August 1986,  the Company  entered into a firm power sales contract with AMEA
entitling AMEA to scheduled amounts of capacity (to a maximum 100 megawatts) for
a period of 15 years commencing  September 1, 1986 (1986  Contract).  In October
1991,  the Company  entered  into a second firm power sales  contract  with AMEA
entitling  AMEA to  scheduled  amounts of  additional  capacity (to a maximum 80
megawatts) for a period of 15 years commencing  October 1, 1991 (1991 Contract).
In both  contracts the power will be sold to AMEA for its member  municipalities
that  previously  were served  directly by the Company as  wholesale  customers.
Under  the terms of the  contracts,  the  Company  received  payments  from AMEA
representing  the  net  present  value  of  the  revenues  associated  with  the
respective capacity  entitlements,  discounted at effective annual rates of 9.96
percent and 11.19 percent for the 1986 and 1991 contracts,  respectively.  These
payments are being recognized as operating  revenues and the discounts are being
amortized to other interest expense as scheduled capacity is made available over
the terms of the contracts.

    In order to secure AMEA's  advance  payments and the  Company's  performance
obligation  under the  contracts,  the Company issued and delivered to an escrow
agent first mortgage bonds representing the maximum amount of liquidated damages
payable  by the  Company  in the event of a  default  under  the  contracts.  No
principal or interest is payable on such bonds unless and until a default by the
Company occurs. As the liquidated damages decline under the contracts, a portion
of the bonds equal to the decreases are returned to the Company. At December 31,
1998,  $99.4  million  of such  bonds  was held by the  escrow  agent  under the
contracts.

8.   INCOME TAXES

At December 31, 1998, the tax-related regulatory assets and liabilities were
$363 million and $316 million,  respectively.  These assets are attributable to
tax benefits flowed through to customers in prior years and to taxes applicable
to capitalized AFUDC.  These liabilities are attributable to deferred taxes
previously recognized  at rates  higher than current enacted  tax law and to
unamortized investment tax credits.

    Details of the federal and state income tax provisions are as follows:

                                    1998       1997       1996
                                 --------------------------------
                                           (in thousands)
Total provision for income taxes:
Federal --
  Currently payable               $123,384   $197,159   $172,911
  Deferred --
    current year                    59,162     32,884     (6,309)
    reversal of prior years         12,984    (44,300)    18,948
- -----------------------------------------------------------------
                                   195,530    185,743    185,550
- -----------------------------------------------------------------
State --
  Currently payable                 15,761     23,147     16,212
  Deferred --
    current year                     4,811      1,409        697
    reversal of prior years          2,473     (2,422)     3,249
- -----------------------------------------------------------------
                                    23,045     22,134     20,158
- -----------------------------------------------------------------
Total                              218,575    207,877    205,708
Less income taxes credited
  to other income                   (6,347)   (12,351)   (22,400)
- -----------------------------------------------------------------
Total income taxes
  charged to operations           $224,922   $220,228   $228,108
=================================================================


                                       27
<PAGE>
NOTES (continued)
Alabama Power Company 1998 Annual Report


    The tax effects of temporary differences between the carrying amounts of
assets and liabilities  in the financial statements and their respective tax
bases, which give rise to deferred tax assets and liabilities, are as follows:

                                               1998      1997
                                              ------------------
                                                 (in millions)
Deferred tax liabilities:
    Accelerated depreciat                      $  861   $  847
    Property basis differences                    435      463      
    Premium on reacquired debt                     29       30      
    Pensions                                       50       20      
    Other                                          46       11      
  ----------------------------------------------------------------
Total                                                   
                                                1,421    1,371
- ------------------------------------------------------------------
Deferred tax assets:                                    
    Capacity prepayments                           28       31      
    Other deferred costs                           25       33      
    Postretirement benefits                        20       18      
    Unbilled revenue                               16       16      
    Other                                          56       66     
Total                                             145      164         
 ----------------------------------------------------------------
Net deferred tax liabilities                    1,276    1,207        
Portion included in current assets
    (liabilities), net                            (73)     (15)         
- ----------------------------------------------------------------
Accumulated deferred income taxes
    in the Balance Sheets                     $ 1,203   $ 1,192
================================================================

    Deferred investment tax credits are amortized over the life of the related
property with such amortization normally applied as a credit to reduce
depreciation in the Statements of Income.  Credits amortized in this manner
amounted to $11 million in 1998, 1997, and 1996.  At December 31, 1998,  all
investment tax credits available to reduce federal income taxes payable had been
utilized.

    A reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:

                                       1998     1997     1996
                                     --------------------------
Federal statutory rate                35.0%    35.0%    35.0%
State income tax,
  net of federal deduction             2.5      2.4      2.2
Non-deductible book
  depreciation                         1.5      1.5      1.5
Differences in prior years'
  deferred and current tax rates      (1.6)    (2.3)    (1.6)
Other                                 (1.6)    (1.9)    (3.0)
- ---------------------------------------------------------------
Effective income tax rate             35.8%    34.7%    34.1%
===============================================================

    Southern Company files a consolidated federal income tax return.  Under a
joint consolidated income tax agreement, each subsidiary's current and deferred
tax expense is computed on a stand-alone basis.  Tax benefits from losses of the
parent company are allocated to each subsidiary based on the ratio of taxable
income to total consolidated taxable income.

9.   COMPANY OBLIGATED MANDATORILY
     REDEEMABLE PREFERRED SECURITIES

Statutory  business trusts formed by the Company,  of which the Company owns all
the common securities,  have issued mandatorily  redeemable preferred securities
as follows:

              Date of                                    Maturity
               Issue    Amount      Rate      Notes        Date
            --------------------------------------------------------
                       (millions)           (millions)
Trust I       1/1996    $ 97       7.375%      $100        3/2026
Trust II      1/1997     200        7.60        206       12/2036

    Substantially all of the assets of each trust are junior  subordinated notes
issued by the Company in the respective  approximate principal amounts set forth
above.  In  February  1999,  the Company  issued $50  million of  variable  rate
mandatorily   redeemable   preferred   securities   (Trust  III),   the  initial
distribution rate of which was 4.85 percent.  The associated junior subordinated
notes, in the amount of $51.6 million, will be due February 28, 2029.

    The Company  considers that the mechanisms and  obligations  relating to the
preferred  securities,  taken  together,  constitute  a full  and  unconditional
guarantee by the Company of the Trusts' payment  obligations with respect to the
preferred securities.

    The Trusts are subsidiaries of the Company, and accordingly are consolidated
in the Company's financial statements.

10.  OTHER LONG-TERM DEBT

Pollution  control  obligations  represent  installment  purchases  of pollution
control facilities financed by funds derived from sales by public authorities of
revenue  bonds.  The  Company is required to make  payments  sufficient  for the
authorities  to meet  principal and interest  requirements  of such bonds.  With
respect to $215.9 million of such pollution control obligations, the Company has
authenticated  and  delivered to the trustees a like  principal  amount of first
mortgage bonds as security for its obligations  under the  installment  purchase
agreements.



                                       28
<PAGE>


NOTES (continued)
Alabama Power Company 1998 Annual Report

No principal or interest on these first mortgage bonds is payable unless and
until a default occurs on the installment purchase agreements.

   In 1997 and 1998, the Company issued unsecured senior notes. The senior notes
are, in effect,  subordinated to all secured debt of the Company,  including its
first mortgage bonds.

   The estimated  aggregate annual  maturities of capitalized  lease obligations
through 2003 are as follows:  $1.0 million in 1999,  $0.9 million in 2000,  $0.8
million in 2001, $0.9 million in 2002 and $0.9 million in 2003.

11.   SECURITIES DUE WITHIN ONE YEAR

A summary of the improvement fund requirements and scheduled maturities and
redemptions of long-term debt and preferred stock due within one year at
December 31 is as follows:

                                             1998        1997
                                        ------------------------
                                              (in thousands)
  Bond improvement fund
     requirements                          $      -     $18,450
   First mortgage bond maturities
     and redemptions                        470,000      55,895                
                                           
  Other long-term debt maturities
     (Note 10)                                1,209         991            
  -------------------------------------------------------------
  Total long-term debt due within
     one year                               471,209      75,336           
  -------------------------------------------------------------
  Preferred stock to be redeemed             50,000           -          
  -------------------------------------------------------------
  Total                                    $521,209     $75,336
  =============================================================

      The annual first mortgage bond improvement fund requirement is 1 percent
of the aggregate principal amount of bonds of each series authenticated, so long
as a portion of that series is outstanding,  and may be satisfied by the deposit
of  cash and/or reacquired bonds,  the certification of unfunded property
additions or a combination thereof.  Scheduled maturities amount to $0.2 million
in connection with pollution control bonds as a result of the redemption, over a
five-year period, of the 7.25 percent series due 2003.

12.   NUCLEAR INSURANCE

Under the Price-Anderson Amendments Act of 1988 (Act),  the Company maintains
agreements  of indemnity with the NRC that,  together with private insurance,
cover third-party liability arising from any nuclear incident occurring at Plant
Farley.  The Act provides funds up to $9.7 billion for public liability claims
that could arise from a single nuclear incident. Plant Farley is insured against
this  liability  to a maximum of $200  million by private insurance, with the
remaining coverage provided by a mandatory program of deferred premiums which
could be assessed, after a nuclear incident,  against all owners of nuclear
reactors.  The Company could be assessed up to $88 million per incident for each
licensed reactor it operates but not more than an aggregate of $10 million per
incident to be paid in a calendar year for each  reactor.  Such maximum
assessment,  excluding any applicable state premium  taxes,  for the Company is
$176  million per incident  but not more than an aggregate of $20 million to be
paid for each incident in any one year.

    The Company is a member of Nuclear Electric Insurance Limited (NEIL),  a
mutual insurer established to provide property damage insurance in an amount up
to $500 million for members' nuclear generating facilities.

    Additionally,  the Company  has policies that currently provide
decontamination,  excess property insurance,  and premature decommissioning
coverage up to $2.25  billion for losses in excess of the $500 million primary
coverage. This excess insurance is also provided by NEIL.

    NEIL also covers the additional cost that would be incurred in obtaining
replacement power during a prolonged accidental outage at a member's nuclear
plant.  Members can be insured against increased cost of replacement power in an
amount up to $3.5 million per week (starting 17 weeks after the outage) for one
year and up to $2.8 million per week for the second and third years.

    Under each of the NEIL policies, members are subject to assessments if
losses each year exceed the accumulated funds available to the insurer under
that policy.  The current maximum annual assessments for the Company under the
three NEIL policies would be $21 million.

    For all on-site property damage insurance policies for commercial nuclear
power  plants,  the NRC requires that the proceeds of such policies issued or
renewed on or after April 2, 1991, shall be dedicated first for the sole purpose
of placing the reactor in a safe and stable condition after an accident.  Any
remaining  proceeds are to be applied next toward the costs of decontamination
and debris removal operations ordered by the NRC, and any further remaining



                                       29
<PAGE>



NOTES (continued)
Alabama Power Company 1998 Annual Report


proceeds are to be paid either to the Company or to its bond trustees
as may be appropriate under the policies and applicable trust indentures.

      All retrospective assessments, whether generated for liability, property
or replacement power may be subject to applicable state premium taxes.

13.   COMMON STOCK DIVIDEND
      RESTRICTIONS

The  Company's first mortgage bond indenture contains various common stock
dividend restrictions  that remain in effect as  long as the bonds are
outstanding.  At December 31, 1998, retained earnings of $796 million were
restricted against the payment of cash dividends on common stock under terms of
the mortgage indenture.

14.   QUARTERLY FINANCIAL INFORMATION
      (Unaudited)

Summarized quarterly financial data for 1998 and 1997 are as follows:

                                                     Net Income
                                                       After
                                                     Dividends
       Quarter            Operating    Operating    on Preferred
        Ended              Revenues      Income        Stock
- --------------------    -----------------------------------------
                                     (in thousands)

March 1998                 $716,505      $130,735   $   66,041
June 1998                   863,715       178,722       94,750
September 1998            1,057,988       242,063      173,958
December 1998               748,165       105,519       42,474

March 1997                 $704,768      $123,455   $   57,807
June 1997                   728,089       125,750       63,137
September 1997              962,446       249,487      191,800
December 1997               753,808       128,511       63,195
=================================================================

The Company's business is influenced by seasonal weather conditions.


                                       30
<PAGE>


<TABLE>
<CAPTION>
SELECTED FINANCIAL AND OPERATING DATA                                                                  
Alabama Power Company 1998 Annual Report
<S>                                                                             <C>                  <C>            <C>
===========================================================================================================================
                                                                                      1998            1997            1996
- ---------------------------------------------------------------------------------------------------------------------------
Operating Revenues (in thousands)                                               $3,386,373      $3,149,111      $3,120,775
Net Income after Dividends
     on Preferred Stock (in thousands)                                            $377,223        $375,939        $371,490
Cash Dividends on Common Stock (in thousands)                                     $367,100        $339,600        $347,500
Return on Average Common Equity (percent)                                            13.63           13.76           13.75
Total Assets (in thousands)                                                     $9,225,698      $8,812,867      $8,733,846
Gross Property Additions (in thousands)                                           $610,132        $451,167        $425,024
- ---------------------------------------------------------------------------------------------------------------------------
Capitalization (in thousands):
Common stock equity                                                             $2,784,067      $2,750,569      $2,714,277
Preferred stock                                                                    317,512         255,512         340,400
Preferred stock subject to mandatory redemption                                          -               -               -
Subsidiary obligated mandatorily redeemable preferred securities                   297,000         297,000          97,000
Long-term debt                                                                   2,646,566       2,473,202       2,354,006
- ---------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                                   $6,045,145      $5,776,283      $5,505,683
===========================================================================================================================
Capitalization Ratios (percent):
Common stock equity                                                                   46.1            47.6            49.3
Preferred stock                                                                        5.2             4.4             6.2
Company obligated mandatorily redeemable preferred securities                          4.9             5.2             1.7
Long-term debt                                                                        43.8            42.8            42.8
- ---------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                                        100.0           100.0           100.0
===========================================================================================================================
First Mortgage Bonds (in thousands):
Issued                                                                                   -               -               -
Retired                                                                            771,108          74,951          83,797
Company Obligated Mandatorily Redeemable Preferred
     Securities (in thousands):
Issued                                                                                   -         200,000          97,000
Senior Notes (in thousands):
Issued                                                                           1,356,200         193,800               -
Preferred Stock (in thousands):
Issued                                                                             200,000               -               -
Retired                                                                             88,000         184,888               -
- ---------------------------------------------------------------------------------------------------------------------------
Security Ratings:
First Mortgage Bonds -
     Moody's                                                                            A1              A1              A1
     Standard and Poor's                                                                A+              A+              A+
     Duff & Phelps                                                                     AA-             AA-             AA-
Preferred Stock -                                                                                             
     Moody's                                                                            a2              a2              a2
     Standard and Poor's                                                                 A               A               A
     Duff & Phelps                                                                       A              A+              A+
Unsecured Long-Term Debt -
     Moody's                                                                            A2              A2               -
     Standard and Poor's                                                                 A               A               -
     Duff & Phelps                                                                      A+              A+               -
- ---------------------------------------------------------------------------------------------------------------------------
Customers (year-end):
Residential                                                                      1,106,217       1,092,161       1,073,559
Commercial                                                                         182,738         177,362         171,827
Industrial                                                                           5,020           5,076           5,100
Other                                                                                  733             728             732
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                            1,294,708       1,275,327       1,251,218
===========================================================================================================================
Employees (year-end)                                                                 6,631           6,531           6,865

                                       31
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

SELECTED FINANCIAL AND OPERATING DATA
Alabama Power Company 1998 Annual Report

<S>                                                                 <C>                <C>          <C>           <C>
==============================================================================================================================
                                                                          1995            1994            1993           1992
- ------------------------------------------------------------------------------------------------------------------------------
Operating Revenues (in thousands)                                   $3,024,774      $2,935,142      $3,007,609     $2,846,840
Net Income after Dividends
     on Preferred Stock (in thousands)                                $360,894        $356,338        $346,494       $338,555
Cash Dividends on Common Stock (in thousands)                         $285,000        $268,000        $252,900       $273,300
Return on Average Common Equity (percent)                                13.61           13.86           13.94          14.02
Total Assets (in thousands)                                         $8,744,360      $8,459,217      $8,248,683     $6,593,618
Gross Property Additions (in thousands)                               $551,781        $536,785        $435,843       $367,463
- ------------------------------------------------------------------------------------------------------------------------------
Capitalization (in thousands):
Common stock equity                                                 $2,690,374      $2,614,405      $2,526,348     $2,443,493
Preferred stock                                                        440,400         440,400         440,400        489,400
Preferred stock subject to mandatory redemption                              -               -               -              -
Subsidiary obligated mandatorily redeemable preferred securities             -               -               -              -
Long-term debt                                                       2,374,948       2,455,013       2,362,852      2,202,473
- ------------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                       $5,505,722      $5,509,818      $5,329,600     $5,135,366
==============================================================================================================================
Capitalization Ratios (percent):
Common stock equity                                                       48.9            47.4            47.4           47.6
Preferred stock                                                            8.0             8.0             8.3            9.5
Company obligated mandatorily redeemable preferred securities                -               -               -              -
Long-term debt                                                            43.1            44.6            44.3           42.9
- ------------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                            100.0           100.0           100.0          100.0
==============================================================================================================================
First Mortgage Bonds (in thousands):
Issued                                                                       -         150,000         860,000        745,000
Retired                                                                      -          20,387         699,788        931,797
Company Obligated Mandatorily Redeemable Preferred
     Securities (in thousands):
Issued                                                                       -               -               -              -
Senior Notes (in thousands):
Issued                                                                       -               -               -              -
Preferred Stock (in thousands):
Issued                                                                       -               -         158,000        150,000
Retired                                                                      -               -         207,000        145,000
- ------------------------------------------------------------------------------------------------------------------------------
Security Ratings:
First Mortgage Bonds -
     Moody's                                                                A1              A1              A1             A1
     Standard and Poor's                                                    A+               A               A              A
     Duff & Phelps                                                          A+              A+              A+              A
Preferred Stock -                                                                                 
     Moody's                                                                a2              a2              a2             a2
     Standard and Poor's                                                     A              A-              A-             A-
     Duff & Phelps                                                           A              A-              A-             A-
Unsecured Long-Term Debt -
     Moody's                                                                 -               -               -              -
     Standard and Poor's                                                     -               -               -              -
     Duff & Phelps                                                           -               -               -              -
- ------------------------------------------------------------------------------------------------------------------------------
Customers (year-end):
Residential                                                          1,058,197       1,042,974       1,027,130      1,012,294
Commercial                                                             166,480         162,239         157,337        152,530
Industrial                                                               5,338           5,341           5,391          5,434
Other                                                                      725             716             713            704
- ------------------------------------------------------------------------------------------------------------------------------
Total                                                                1,230,740       1,211,270       1,190,571      1,170,962
==============================================================================================================================
Employees (year-end)                                                     7,261           7,996           8,009          8,116
</TABLE>

                                       32A
<PAGE>
<TABLE>
<CAPTION>

SELECTED FINANCIAL AND OPERATING DATA
Alabama Power Company 1998 Annual Report                                                                                      


<S>                                                               <C>               <C>            <C>              <C>
===============================================================================================================================
                                                                          1991            1990            1989            1988
- -------------------------------------------------------------------------------------------------------------------------------
Operating Revenues (in thousands)                                   $2,846,794      $2,722,424      $2,629,354      $2,476,626
Net Income after Dividends
     on Preferred Stock (in thousands)                                $339,666        $312,803        $311,146        $283,475
Cash Dividends on Common Stock (in thousands)                         $232,900        $220,800        $217,300        $212,700
Return on Average Common Equity (percent)                                14.55           14.00           14.53           14.03
Total Assets (in thousands)                                         $6,549,462      $6,362,293      $6,279,431      $6,180,945
Gross Property Additions (in thousands)                               $397,011        $444,680        $459,199        $643,892
- -------------------------------------------------------------------------------------------------------------------------------
Capitalization (in thousands):
Common stock equity                                                 $2,387,198      $2,280,590      $2,188,811      $2,094,815
Preferred stock                                                        484,400         484,400         484,400         484,400
Preferred stock subject to mandatory redemption                              -          12,500          17,500          22,500
Subsidiary obligated mandatorily redeemable preferred securities             -               -               -               -
Long-term debt                                                       2,382,635       2,397,931       2,435,129       2,496,492
- -------------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                       $5,254,233      $5,175,421      $5,125,840      $5,098,207
===============================================================================================================================
Capitalization Ratios (percent):
Common stock equity                                                       45.4            44.1            42.7            41.1
Preferred stock                                                            9.2             9.6             9.8             9.9
Company obligated mandatorily redeemable preferred securities                -               -               -               -
Long-term debt                                                            45.4            46.3            47.5            49.0
- -------------------------------------------------------------------------------------------------------------------------------
Total (excluding amounts due within one year)                            100.0           100.0           100.0           100.0
===============================================================================================================================
First Mortgage Bonds (in thousands):
Issued                                                                 250,000               -               -         150,000
Retired                                                                227,695          33,122          75,650          42,445
Company Obligated Mandatorily Redeemable Preferred
     Securities (in thousands):
Issued                                                                       -               -               -               -
Senior Notes (in thousands):
Issued                                                                       -               -               -               -
Preferred Stock (in thousands):
Issued                                                                       -               -               -         100,000
Retired                                                                 17,500           5,000           5,000           2,500
- -------------------------------------------------------------------------------------------------------------------------------
Security Ratings:
First Mortgage Bonds -
     Moody's                                                                A1              A1              A1              A1
     Standard and Poor's                                                     A               A               A               A
     Duff & Phelps                                                           A               A               A               6
Preferred Stock -
     Moody's                                                                a2              a2              a2              a2
     Standard and Poor's                                                    A-              A-              A-              A-
     Duff & Phelps                                                          A-              A-              A-               7
Unsecured Long-Term Debt -
     Moody's                                                                 -               -               -               -
     Standard and Poor's                                                     -               -               -               -
     Duff & Phelps                                                           -               -               -               -
- -------------------------------------------------------------------------------------------------------------------------------
Customers (year-end):
Residential                                                            997,585         985,566         974,622         964,581
Commercial                                                             148,228         144,340         141,265         137,955
Industrial                                                               5,496           5,322           5,200           5,120
Other                                                                      697             690             684             678
- -------------------------------------------------------------------------------------------------------------------------------
Total                                                                1,152,006       1,135,918       1,121,771       1,108,334
===============================================================================================================================
Employees (year-end)                                                     8,513           9,473           9,698          10,302
</TABLE>

                                       32B
<PAGE>

<TABLE>
<CAPTION>

SELECTED FINANCIAL AND OPERATING DATA (continued)
Alabama Power Company 1998 Annual Report
<S>                                                                           <C>                   <C>            <C>

===========================================================================================================================
                                                                                      1998            1997            1996
- ---------------------------------------------------------------------------------------------------------------------------
Operating Revenues (in thousands):
Residential                                                                     $1,133,435        $997,507        $998,806
Commercial                                                                         779,169         724,148         696,453
Industrial                                                                         853,550         775,591         759,628
Other                                                                               14,523          13,563          13,729
- ---------------------------------------------------------------------------------------------------------------------------
Total retail                                                                     2,780,677       2,510,809       2,468,616
Sales for resale - non-affiliates                                                  448,973         431,023         391,669
Sales for resale - affiliates                                                      103,562         161,795         216,620
- ---------------------------------------------------------------------------------------------------------------------------
Total revenues from sales of electricity                                         3,333,212       3,103,627       3,076,905
Other revenues                                                                      53,161          45,484          43,870
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                           $3,386,373      $3,149,111      $3,120,775
===========================================================================================================================
Kilowatt-Hour Sales (in thousands):
Residential                                                                     15,794,543      14,336,408      14,593,761
Commercial                                                                      11,904,509      11,330,312      10,904,476
Industrial                                                                      21,585,117      20,727,912      19,999,258
Other                                                                              196,647         180,389         192,573
- ---------------------------------------------------------------------------------------------------------------------------
Total retail                                                                    49,480,816      46,575,021      45,690,068
Sales for resale - non-affiliates                                               11,840,909      12,329,480       9,491,237
Sales for resale - affiliates                                                    5,976,099       8,993,326      10,292,066
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                           67,297,824      67,897,827      65,473,371
===========================================================================================================================
Average Revenue Per Kilowatt-Hour (cents):
Residential                                                                           7.18            6.96            6.84
Commercial                                                                            6.55            6.39            6.39
Industrial                                                                            3.95            3.74            3.80
Total retail                                                                          5.62            5.39            5.40
Sales for resale                                                                      3.10            2.78            3.07
Total sales                                                                           4.95            4.57            4.70
Residential Average Annual Kilowatt-Hour
 Use Per Customer                                                                   14,370          13,254          13,705
Residential Average Annual Revenue
 Per Customer                                                                    $1,031.21         $922.21         $937.95
Plant Nameplate Capacity Ratings (Note 1)
 (year-end) (megawatts)                                                             11,151          11,151          11,151
Territorial Peak-Hour Demand (megawatts) (Note 2):
Winter                                                                               7,530           8,478           8,413
Summer                                                                              10,109           9,778           9,912
Annual Load Factor (percent) (Note 2)                                                 62.9            62.7            61.3
Plant Availability (percent):
Fossil-steam                                                                          85.6            86.3            86.6
Nuclear                                                                               80.2            88.8            90.5
- ---------------------------------------------------------------------------------------------------------------------------
Source of Energy Supply (percent):
Coal                                                                                  65.3            65.7            67.0
Nuclear                                                                               16.3            17.9            18.5
Hydro                                                                                  6.9             7.5             7.1
Oil and gas                                                                            1.5             0.7             0.4
Purchased power -
     From non-affiliates                                                               3.3             2.4             2.4
     From affiliates                                                                   6.7             5.8             4.6
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                                100.0           100.0           100.0
===========================================================================================================================
Total Fuel Economy Data (Note 1):
BTU per net kilowatt-hour generated                                                  8,938           9,984          10,035
Cost of fuel per million BTU (cents)                                                171.85          148.61          147.09
Average cost of fuel per net kilowatt-hour generated (cents)                          1.54            1.48            1.48
===========================================================================================================================
Notes:
(1)  Generating capacity and fuel data includes Alabama Power Company's 50% portion of SEGCO.
(2)  Includes Southeastern Power Administration allotment.
 *  Less than one-tenth of one percent.

</TABLE>


                                       33
<PAGE>



<TABLE>
<CAPTION>

SELECTED FINANCIAL AND OPERATING DATA (continued)
Alabama Power Company 1998 Annual Report
<S>                                                                 <C>              <C>             <C>             <C>

==============================================================================================================================
                                                                         1995            1994            1993            1992
- ------------------------------------------------------------------------------------------------------------------------------
Operating Revenues (in thousands):
Residential                                                          $997,069        $913,146        $947,277        $845,660
Commercial                                                            670,453         647,202         634,895         589,816
Industrial                                                            805,596         803,587         832,938         800,311
Other                                                                  13,619          13,515          13,344          12,734
- ------------------------------------------------------------------------------------------------------------------------------
Total retail                                                        2,486,737       2,377,450       2,428,454       2,248,521
Sales for resale - non-affiliates                                     370,140         354,760         364,105         407,791
Sales for resale - affiliates                                         127,730         164,762         181,975         158,088
- ------------------------------------------------------------------------------------------------------------------------------
Total revenues from sales of electricity                            2,984,607       2,896,972       2,974,534       2,814,400
Other revenues                                                         40,167          38,170          33,075          32,440
- ------------------------------------------------------------------------------------------------------------------------------
Total                                                              $3,024,774      $2,935,142      $3,007,609      $2,846,840
==============================================================================================================================
Kilowatt-Hour Sales (in thousands):
Residential                                                        14,383,231      13,183,147      13,185,062      12,069,268
Commercial                                                         10,043,220       9,645,798       9,185,462       8,629,869
Industrial                                                         19,862,577      19,479,364      18,595,237      18,260,274
Other                                                                 186,848         185,876         181,673         176,798
- ------------------------------------------------------------------------------------------------------------------------------
Total retail                                                       44,475,876      42,494,185      41,147,434      39,136,209
Sales for resale - non-affiliates                                   8,046,189       6,775,176       7,143,672       8,382,571
Sales for resale - affiliates                                       6,705,174       8,432,533       8,081,324       7,210,697
- ------------------------------------------------------------------------------------------------------------------------------
Total                                                              59,227,239      57,701,894      56,372,430      54,729,477
==============================================================================================================================
Average Revenue Per Kilowatt-Hour (cents):
Residential                                                              6.93            6.93            7.18            7.01
Commercial                                                               6.68            6.71            6.91            6.83
Industrial                                                               4.06            4.13            4.48            4.38
Total retail                                                             5.59            5.59            5.90            5.75
Sales for resale                                                         3.38            3.42            3.59            3.63
Total sales                                                              5.04            5.02            5.28            5.14
Residential Average Annual Kilowatt-Hour
 Use Per Customer                                                      13,686          12,746          12,936          12,017
Residential Average Annual Revenue
 Per Customer                                                         $948.71         $882.88         $929.36         $842.00
Plant Nameplate Capacity Ratings (Note 1)
 (year-end) (megawatts)                                                10,831          10,431          10,431          10,431
Territorial Peak-Hour Demand (megawatts) (Note 2):
Winter                                                                  7,958           8,217           7,152           7,077
Summer                                                                 10,090           9,028           9,457           8,801
Annual Load Factor (percent) (Note 2)                                    59.2            62.2            58.6            59.6
Plant Availability (percent):
Fossil-steam                                                             88.3            86.9            89.7            88.9
Nuclear                                                                  81.1            92.5            86.6            80.2
- ------------------------------------------------------------------------------------------------------------------------------
Source of Energy Supply (percent):
Coal                                                                     67.1            62.9            63.9            64.3
Nuclear                                                                  17.1            21.7            20.1            19.0
Hydro                                                                     7.0             8.4             6.9             8.5
Oil and gas                                                               0.4               *               *               *
Purchased power -
     From non-affiliates                                                  2.7             1.3             1.1             1.2
     From affiliates                                                      5.7             5.7             8.0             7.0
- ------------------------------------------------------------------------------------------------------------------------------
Total                                                                   100.0           100.0           100.0           100.0
==============================================================================================================================
Total Fuel Economy Data (Note 1):
BTU per net kilowatt-hour generated                                    10,025           9,961          10,003          10,000
Cost of fuel per million BTU (cents)                                   148.68          157.62          173.66          164.57
Average cost of fuel per net kilowatt-hour generated (cents)             1.49            1.57            1.74            1.65
==============================================================================================================================
Notes:
(1)  Generating capacity and fuel data includes Alabama Power Company's 50% portion of SEGCO.
(2)  Includes Southeastern Power Administration allotment.
 *  Less than one-tenth of one percent.
</TABLE>


                                       34A
<PAGE>
<TABLE>
<CAPTION>


SELECTED FINANCIAL AND OPERATING DATA (continued)
Alabama Power Company 1998 Annual Report

<S>                                                                     <C>             <C>              <C>             <C>
=================================================================================================================================
                                                                            1991            1990            1989            1988
- ---------------------------------------------------------------------------------------------------------------------------------
Operating Revenues (in thousands):
Residential                                                             $864,347        $825,645        $781,982        $761,805
Commercial                                                               582,730         551,634         533,487         510,910
Industrial                                                               790,224         777,580         762,274         738,755
Other                                                                     12,662          12,103          11,743          11,255
- ---------------------------------------------------------------------------------------------------------------------------------
Total retail                                                           2,249,963       2,166,962       2,089,486       2,022,725
Sales for resale - non-affiliates                                        407,912         434,996         409,202         355,362
Sales for resale - affiliates                                            159,375          93,473         104,488          76,691
- ---------------------------------------------------------------------------------------------------------------------------------
Total revenues from sales of electricity                               2,817,250       2,695,431       2,603,176       2,454,778
Other revenues                                                            29,544          26,993          26,178          21,848
- ---------------------------------------------------------------------------------------------------------------------------------
Total                                                                 $2,846,794      $2,722,424      $2,629,354      $2,476,626
=================================================================================================================================
Kilowatt-Hour Sales (in thousands):
Residential                                                           12,324,898      11,996,794      11,346,736      11,332,285
Commercial                                                             8,526,131       8,201,534       7,915,685       7,711,092
Industrial                                                            17,511,579      17,713,153      17,360,791      16,881,342
Other                                                                    174,760         170,420         166,485         165,122
- ---------------------------------------------------------------------------------------------------------------------------------
Total retail                                                          38,537,368      38,081,901      36,789,697      36,089,841
Sales for resale - non-affiliates                                      8,810,442      10,277,060      10,292,329       7,905,750
Sales for resale - affiliates                                          7,784,285       4,519,275       5,048,743       3,551,142
- ---------------------------------------------------------------------------------------------------------------------------------
Total                                                                 55,132,095      52,878,236      52,130,769      47,546,733
=================================================================================================================================
Average Revenue Per Kilowatt-Hour (cents):
Residential                                                                 7.01            6.88            6.89            6.72
Commercial                                                                  6.83            6.73            6.74            6.63
Industrial                                                                  4.51            4.39            4.39            4.38
Total retail                                                                5.84            5.69            5.68            5.60
Sales for resale                                                            3.42            3.57            3.35            3.77
Total sales                                                                 5.11            5.10            4.99            5.16
Residential Average Annual Kilowatt-Hour
 Use Per Customer                                                         12,435          12,256          11,717          11,839
Residential Average Annual Revenue
 Per Customer                                                            $872.04         $843.50         $807.50         $795.84
Plant Nameplate Capacity Ratings (Note 1)
 (year-end) (megawatts)                                                   10,539           9,879           9,879           9,279
Territorial Peak-Hour Demand (megawatts) (Note 2):
Winter                                                                     6,586           6,293           7,264           6,377
Summer                                                                     8,627           8,878           8,256           7,991
Annual Load Factor (percent) (Note 2)                                       59.9            57.4            59.5            59.6
Plant Availability (percent):
Fossil-steam                                                                93.1            92.2            90.7            91.3
Nuclear                                                                     87.0            86.5            83.1            91.9
- ---------------------------------------------------------------------------------------------------------------------------------
Source of Energy Supply (percent):
Coal                                                                        61.5            57.0            54.1            53.9
Nuclear                                                                     20.8            21.6            21.0            26.1
Hydro                                                                        8.2             8.7            11.0             4.8
Oil and gas                                                                    *             0.1             0.1             0.1
Purchased power -
     From non-affiliates                                                     1.6             0.9             1.8             0.5
     From affiliates                                                         7.9            11.7            12.0            14.6
- ---------------------------------------------------------------------------------------------------------------------------------
Total                                                                      100.0           100.0           100.0           100.0
=================================================================================================================================
Total Fuel Economy Data (Note 1):
BTU per net kilowatt-hour generated                                        9,985          10,072          10,061          10,137
Cost of fuel per million BTU (cents)                                      170.49          171.55          172.20          168.21
Average cost of fuel per net kilowatt-hour generated (cents)                1.70            1.73            1.73            1.71
=================================================================================================================================
Notes:
(1)  Generating capacity and fuel data includes Alabama Power Company's 50% portion of SEGCO.
(2)  Includes Southeastern Power Administration allotment.
 *  Less than one-tenth of one percent.
</TABLE>


                                       34B




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