ALABAMA POWER CO
8-K, 2000-05-16
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)          May 11, 2000
                                                 -----------------------------


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

- ------------------------------------------------------------------------------

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


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


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


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


<PAGE>


Item 5.    Other Events.
           ------------

           On May 11, 2000, Alabama Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$250,000,000 aggregate principal amount of its Series M 7.85% Senior Notes due
May 15, 2003 (the "Series M Senior Notes"). Said notes were registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to the shelf
registration statement (Registration Statement Nos. 333-67453, 333-67453-01,
333-67453-02 and 333-67453-03) of the Company.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.
           ------------------------------------------------------------------
           (c) Exhibits.

             1         Underwriting Agreement, dated May 11, 2000, between
                       the Company and Lehman Brothers Inc. as the  Underwriter.

             4.2       Thirteenth Supplemental Indenture to Senior Note
                       Indenture dated as of May 18, 2000, providing for
                       the issuance of the Series M Senior Notes.

             4.7       Form of Series M Senior Note (included in Exhibit 4.2
                       above).

             12.1      Computation of ratio of earnings to fixed charges.

             23        Consent of Balch & Bingham LLP.



<PAGE>




                                    SIGNATURE

                Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date:     May 16, 2000                  ALABAMA POWER COMPANY



                                        By     /s/Wayne Boston
                                               Wayne Boston
                                            Assistant Secretary



                                                              Exhibit 1


                    $250,000,000 Series M 7.85% Senior Notes

                                due May 15, 2003

                              ALABAMA POWER COMPANY

                             UNDERWRITING AGREEMENT

                                                                May 11, 2000



Lehman Brothers Inc.
3 World Financial Center
New York, New York  10285


Ladies and Gentlemen:

                  Alabama Power Company, an Alabama corporation (the "Company"),
confirms its agreement (the "Agreement") with you (the "Underwriter"), with
respect to the sale by the Company and the purchase by the Underwriter, of
$250,000,000 principal amount of the Series M 7.85% Senior Notes due May 15,
2003 (the "Senior Notes").

                  The Company understands that the Underwriter proposes to make
a public offering of the Senior Notes as soon as the Underwriter deems advisable
after this Agreement has been executed and delivered. The Senior Notes will be
issued pursuant to an indenture, dated as of December 1, 1997, as heretofore
supplemented (the "Base Indenture"), between the Company and The Chase Manhattan
Bank, as trustee (the "Trustee"), as supplemented by a thirteenth supplemental
indenture to the Base Indenture relating to the Senior Notes (the "Supplemental
Indenture," and together with the Base Indenture and any other amendments or
supplements thereto, the "Indenture"), between the Company and the Trustee.

SECTION 1.     REPRESENTATIONS AND WARRANTIES.  The Company represents  and
               warrants to the  Underwriter  as follows:

(a)  A  registration  statement  on Form S-3, as amended  (File Nos.  333-67453,
     333-67453-01,  333-67453-02  and  333-67453-03),  in  respect of the Senior
     Notes  and  certain  other  securities  has  been  prepared  and  filed  in
     accordance  with the  provisions of the  Securities Act of 1933, as amended
     (the  "1933  Act"),  with  the  Securities  and  Exchange  Commission  (the
     "Commission");   such   registration   statement,   as  amended,   and  any

<PAGE>

     post-effective  amendment thereto, each in the form heretofore delivered or
     to be  delivered to the  Underwriter,  has been  declared  effective by the
     Commission in such form (except that copies of the registration  statement,
     as amended,  and any post-effective  amendment delivered to the Underwriter
     need not include  exhibits but shall include all documents  incorporated by
     reference therein);  and no stop order suspending the effectiveness of such
     registration  statement has been issued and no proceeding  for that purpose
     has been initiated or, to the best knowledge of the Company,  threatened by
     the  Commission  (any   preliminary   prospectus,   as  supplemented  by  a
     preliminary prospectus supplement,  included in such registration statement
     or filed  with the  Commission  pursuant  to Rule  424(a)  of the rules and
     regulations of the Commission under the 1933 Act, being hereinafter  called
     a "Preliminary  Prospectus");  such  registration  statement,  as it became
     effective, including the exhibits thereto and all documents incorporated by
     reference  therein  pursuant  to  Item  12 of  Form  S-3 at the  time  such
     registration  statement  became  effective,  being  hereinafter  called the
     "Registration  Statement";  the prospectus relating to the Senior Notes, in
     the form in which it was included in the Registration Statement at the time
     it  became  effective,  being  hereinafter  called  the  "Prospectus";  any
     reference  herein to any Preliminary  Prospectus or the Prospectus shall be
     deemed to refer to and  include the  documents  incorporated  by  reference
     therein  pursuant to Item 12 of Form S-3 under the 1933 Act, as of the date
     of such  Preliminary  Prospectus  or  Prospectus,  as the case may be;  any
     reference to any amendment or supplement to any  Preliminary  Prospectus or
     the Prospectus  shall be deemed to refer to and include any documents filed
     after the date of such  Preliminary  Prospectus or Prospectus,  as the case
     may be, under the  Securities  Exchange Act of 1934,  as amended (the "1934
     Act"),  and  incorporated  by reference in such  Preliminary  Prospectus or
     Prospectus,  as the case may be;  any  reference  to any  amendment  to the
     Registration  Statement  shall be deemed to refer to and include any annual
     report of the Company filed  pursuant to Section 13(a) or 15(d) of the 1934
     Act  after  the  effective  date  of the  Registration  Statement  that  is
     incorporated by reference in the Registration Statement; and the Prospectus
     as  amended  or  supplemented  in  final  form by a  prospectus  supplement
     relating  to the  Senior  Notes in the  form in which it is filed  with the
     Commission,  pursuant to Rule 424(b) under the 1933 Act in accordance  with
     Section 3(e) hereof,  including  any  documents  incorporated  by reference
     therein as of the date of such filing,  being hereinafter called the "Final
     Supplemented Prospectus".

(b)  The documents  incorporated by reference in the  Registration  Statement or
     Prospectus,  when they were  filed  with the  Commission,  complied  in all
     material  respects with the  applicable  provisions of the 1934 Act and the
     rules and regulations of the Commission thereunder,  and as of such time of
     filing,  when read together  with the  Prospectus,  none of such  documents
     contained  an untrue  statement  of a  material  fact or omitted to state a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading;  and any further  documents so filed and incorporated
     by  reference in the  Prospectus  or any further  amendment  or  supplement
     thereto, when such documents are filed with the Commission,  will comply in
     all material  respects with the  applicable  provisions of the 1934 Act and

<PAGE>

     the rules and  regulations  of the  Commission  thereunder  and,  when read
     together   with  the   Prospectus   as  it  otherwise  may  be  amended  or
     supplemented,  will not contain an untrue  statement of a material  fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements  therein, in the light of the circumstances under which
     they were made, not  misleading,  except that the Company makes no warranty
     or representation to the Underwriter with respect to: (A) any statements or
     omissions  made  in  reliance  upon  and  in  conformity  with  information
     furnished in writing to the Company by the Underwriter expressly for use in
     the  Preliminary   Supplemented   Prospectus  or  the  Final   Supplemented
     Prospectus;   or  (B)  any   information   set  forth  in  the  Preliminary
     Supplemented  Prospectus  or the Final  Supplemented  Prospectus  under the
     caption  "Description  of the  Series  M  Senior  Notes -  Book-Entry  Only
     Issuance -- The Depository Trust Company."

(c)     The Registration Statement and the Prospectus and the Final Supplemented
     Prospectus and any further  amendments or  supplements to the Registration
     Statement or the Prospectus,  when any such  post-effective  amendments are
     declared  effective or supplements  are filed with the  Commission,  as the
     case may be, will comply,  in all  material  respects  with the  applicable
     provisions  of the 1933  Act,  the  1934  Act,  the  1939 Act  (hereinafter
     defined) and the General Rules and Regulations of the Commission thereunder
     and do not and will not, (i) as of the applicable  effective date as to the
     Registration  Statement  and  any  amendment  thereto  and  (ii)  as of the
     applicable  filing  date as to the Final  Supplemented  Prospectus  and any
     Prospectus as further amended or supplemented,  contain an untrue statement
     of a material fact or omit to state a material  fact  necessary in order to
     make the statements  therein, in the light of the circumstances under which
     they were made, not misleading; except that the Company makes no warranties
     or  representations  with  respect  to (A)  that  part of the  Registration
     Statement which shall  constitute the Statements of Eligibility  (Form T-1)
     (collectively,  the "Form T-1") under the Trust  Indenture  Act of 1939, as
     amended  (the  "1939  Act"),  (B)  statements  or  omissions  made  in  the
     Registration  Statement or the Final  Supplemented  Prospectus  in reliance
     upon and in conformity with information furnished in writing to the Company
     by the  Underwriter  expressly for use therein or (C) any  information  set
     forth in the Final Supplemented  Prospectus under the caption  "Description
     of the Series M Senior Notes - Book-Entry  Only Issuance -- The  Depository
     Trust Company."

(d)      With respect to the Registration Statement, the conditions for use of
         Form S-3, as set forth in the General Instructions thereof, have been
         satisfied.

(e)      Since the respective dates as of which information is given in the
         Registration Statement and the Final Supplemented Prospectus, except as
         otherwise stated therein, there has been no material adverse change in
         the business, properties or financial condition of the Company.

(f)      The Company is a corporation duly organized and existing under the laws
         of the State of Alabama and has due corporate authority to carry on the

<PAGE>

         public utility business in which it is engaged and to own and operate
         the properties used by it in such business, to enter into and perform
         its obligations under this Agreement and the Indenture and to issue and
         sell the Senior Notes to the Underwriter.

(g)      This Agreement has been duly authorized, executed and delivered by the
         Company.

(h)      The  Indenture  has been duly  authorized  by the Company  and, on the
         Closing  Date,  will have  been duly  executed  and  delivered  by the
         Company,  and, assuming due  authorization,  execution and delivery of
         the Indenture by the Trustee, the Indenture will, on the Closing Date,
         constitute a valid and binding obligation of the Company,  enforceable
         against the Company in accordance  with its terms except to the extent
         that enforcement thereof may be limited by (1) bankruptcy, insolvency,
         reorganization,   receivership,  liquidation,  fraudulent  conveyance,
         moratorium or other similar laws affecting creditors' rights generally
         or (2) general principles of equity (regardless of whether enforcement
         is   considered   in  a   proceeding   at  law  or  in  equity)   (the
         "Enforceability  Exceptions");  the  Indenture  will  conform  in  all
         material respects to all statements  relating thereto contained in the
         Final Supplemented Prospectus; and, on the Closing Date, the Indenture
         will have been duly qualified under the 1939 Act.

(i)      The  issuance  and  delivery  of  the  Senior  Notes  have  been  duly
         authorized by the Company and, on the Closing  Date,  the Senior Notes
         will have been duly executed by the Company and, when authenticated in
         the manner provided for in the Indenture and delivered against payment
         therefor  as  described  in the Final  Supplemented  Prospectus,  will
         constitute  valid and  legally  binding  obligations  of the  Company,
         enforceable against the Company in accordance with their terms, except
         to  the  extent  that  enforcement  thereof  may  be  limited  by  the
         Enforceability  Exceptions,  will be in the form  contemplated by, and
         entitled to the  benefits  of, the  Indenture  and will conform in all
         material  respects  to all  statements  relating  thereto in the Final
         Supplemented Prospectus.

(j)      The  execution,  delivery  and  performance  by the  Company  of  this
         Agreement,  the Indenture and the Senior Notes and the consummation by
         the Company of the  transactions  contemplated  herein and therein and
         compliance  by  the  Company  with  its   obligations   hereunder  and
         thereunder shall have been duly authorized by all necessary  corporate
         action on the part of the  Company  and do not and will not  result in
         any violation of the charter or bylaws of the Company,  and do not and
         will not conflict  with,  or result in a breach of any of the terms or
         provisions  of,  or  constitute  a  default  under,  or  result in the
         creation or imposition  of any lien,  charge or  encumbrance  upon any
         property or assets of the Company under (A) any  contract,  indenture,
         mortgage, loan agreement, note, lease or other agreement or instrument
         to  which  the  Company  is a party  or by which it may be bound or to
         which any of its  properties  may be subject  (except  for  conflicts,
         breaches  or  defaults  which  would  not,   individually  or  in  the
         aggregate,  be materially adverse to the Company or materially adverse
         to the  transactions  contemplated  by  this  Agreement),  or (B)  any
         existing applicable law, rule, regulation,  judgment,  order or decree
         of any government,  governmental instrumentality or court, domestic or
         foreign,  or any  regulatory  body or  administrative  agency or other
         governmental body having  jurisdiction over the Company, or any of its
         properties.
<PAGE>

(k)      No  authorization,   approval,  consent  or  order  of  any  court  or
         governmental  authority or agency is necessary in connection  with the
         issuance  and  sale  by  the  Company  of  the  Senior  Notes  or  the
         transactions by the Company contemplated in this Agreement, except (A)
         such  as may  be  required  under  the  1933  Act  or  the  rules  and
         regulations  thereunder;  (B) such as may be required under the Public
         Utility Holding Company Act of 1935, as amended (the "1935 Act");  (C)
         the  qualification  of the  Indenture  under  the  1939  Act;  (D) the
         approval  of the  Alabama  Public  Service  Commission  (the  "Alabama
         Commission");  and  (E)  such  consents,  approvals,   authorizations,
         registrations  or  qualifications  as  may  be  required  under  state
         securities or Blue Sky laws.

               SECTION 2. SALE AND DELIVERY TO THE UNDERWRITER; CLOSING.

               (a)  On the basis of the  representations  and warranties  herein
                    contained and subject to the terms and conditions herein set
                    forth,  the Company agrees to sell to the  Underwriter,  and
                    the  Underwriter  agrees to purchase  from the Company,  the
                    principal amount of Senior Notes at a price equal to 99.661%
                    of the principal amount thereof.

               (b)  Payment  for and  delivery  of  certificates  for the Senior
                    Notes shall be made at the offices of Dewey  Ballantine LLP,
                    1301  Avenue of the  Americas,  New York,  New York 10019 at
                    10:00 A.M., New York time, on May 18, 2000 (unless postponed
                    in  accordance  with the  provisions  of Section 10) or such
                    other  time,  place or date as shall be  agreed  upon by the
                    Underwriter  and the Company  (such time and date of payment
                    and  delivery  being  herein  called  the  "Closing  Date").
                    Payment  shall be made to the  Company by wire  transfer  in
                    federal  funds at the Closing Date  against  delivery of the
                    Senior Notes to the Underwriter.

                  The delivery of the Senior Notes shall be made in fully
registered form, registered in the name of CEDE & CO., to the offices of The
Depository Trust Company in New York, New York or its designee, and the
Underwriter shall accept such delivery.

                  The certificate(s) for the Senior Notes will be made available
for examination by the Underwriter not later than 12:00 Noon, New York time, on
the last business day prior to the Closing Date.

               SECTION 3. COVENANTS OF THE COMPANY.  The Company covenants with
the Underwriter as follows:


               (a)  The Company,  on or prior to the Closing Date,  will deliver
                    to the  Underwriter  conformed  copies  of the  Registration
                    Statement as originally filed and of all amendments thereto,
                    heretofore or hereafter made,  including any  post-effective
                    amendment  (in  each  case   including  all  exhibits  filed

<PAGE>

                    therewith, and including unsigned copies of each consent and
                    certificate included therein or filed as an exhibit thereto,
                    except   exhibits   incorporated   by   reference,    unless
                    specifically  requested).  As soon as the Company is advised
                    thereof,  it will  advise the  Representative  orally of the
                    issuance of any stop order  under the 1933 Act with  respect
                    to the  Registration  Statement,  or the  institution of any
                    proceedings  therefor,  of  which  the  Company  shall  have
                    received  notice,  and will use its best  efforts to prevent
                    the issuance of any such stop order and to secure the prompt
                    removal thereof,  if issued. The Company will deliver to the
                    Underwriter conformed copies of the Registration  Statement,
                    the Prospectus and the Final Supplemented  Prospectus and of
                    all supplements and amendments thereto (in each case without
                    exhibits)  and,  from  time to time,  as many  copies of the
                    Prospectus  and the  Final  Supplemented  Prospectus  as the
                    Underwriter   may   reasonably   request  for  the  purposes
                    contemplated by the 1933 Act or the 1934 Act.

               (b)  The Company will furnish the Underwriter with copies of each
                    amendment   and   supplement   to  the  Final   Supplemented
                    Prospectus  relating to the  offering of the Senior Notes in
                    such  quantities  as the  Underwriter  may from time to time
                    reasonably  request.  If,  during the period (not  exceeding
                    nine  months)  when the  delivery of a  prospectus  shall be
                    required  by law in  connection  with the sale of any Senior
                    Notes by the Underwriter, any event relating to or affecting
                    the  Company,  or of which the  Company  shall be advised in
                    writing  by  the  Underwriter,  shall  occur,  which  in the
                    opinion of the Company or of Underwriter's counsel should be
                    set forth in a  supplement  to or an  amendment of the Final
                    Supplemented  Prospectus,  as the case  may be,  in order to
                    make the Final Supplemented Prospectus not misleading in the
                    light of the circumstances  when it is delivered,  or if for
                    any other reason it shall be necessary during such period to
                    amend or supplement the Final Supplemented  Prospectus or to
                    file  under  the  1934  Act  any  document  incorporated  by
                    reference in the  Preliminary  Prospectus  or  Prospectus in
                    order to  comply  with the  1933  Act or the 1934  Act,  the
                    Company forthwith will (i) notify the Underwriter to suspend
                    solicitation  of  purchases  of the Senior Notes and (ii) at
                    its expense,  make any such filing or prepare and furnish to
                    the   Underwriter  a  reasonable   number  of  copies  of  a
                    supplement or  supplements  or an amendment or amendments to
                    the Final  Supplemented  Prospectus which will supplement or
                    amend  the  Final   Supplemented   Prospectus  so  that,  as
                    supplemented  or  amended,  it will not  contain  any untrue
                    statement  of a material  fact or omit to state any material
                    fact necessary in order to make the statements  therein,  in
                    the light of the circumstances  when the Final  Supplemented
                    Prospectus is delivered, not misleading or which will effect
                    any other necessary  compliance.  In case the Underwriter is
                    required to deliver a prospectus in connection with the sale
                    of any  Senior  Notes  after the  expiration  of the  period
                    specified in the preceding sentence,  the Company,  upon the
                    request of the Underwriter, will furnish to the Underwriter,
                    at the expense of the Underwriter,  a reasonable quantity of
                    a  supplemented  or amended  prospectus,  or  supplements or
                    amendments to the Final Supplemented  Prospectus,  complying
                    with  Section  10(a)  of the 1933  Act.  During  the  period
                    specified  in the second  sentence of this  subsection,  the
                    Company   will   continue  to  prepare  and  file  with  the
                    Commission  on a timely basis all  documents  or  amendments
                    required  under the 1934 Act and the  rules and  regulations
                    thereunder;  provided,  that the Company shall not file such
                    documents  or  amendments  without  also  furnishing  copies
                    thereof  prior to such filing to the  Underwriter  and Dewey
                    Ballantine LLP.
<PAGE>

               (c)  The  Company  will  endeavor,   in   cooperation   with  the
                    Underwriter,  to qualify the Senior  Notes for  offering and
                    sale under the applicable securities laws of such states and
                    the  other   jurisdictions  of  the  United  States  as  the
                    Underwriter  may  designate;  provided,  however,  that  the
                    Company  shall  not be  obligated  to  qualify  as a foreign
                    corporation  in  any  jurisdiction  in  which  it is  not so
                    qualified  or to file a consent  to service of process or to
                    file annual reports or to comply with any other requirements
                    in connection with such qualification  deemed by the Company
                    to be unduly burdensome.

               (d)  The Company  will make  generally  available to its security
                    holders  as soon as  practicable  but not later than 45 days
                    after the close of the period covered  thereby,  an earnings
                    statement  of  the  Company  (in  form  complying  with  the
                    provisions  of Rule 158 of the rules and  regulations  under
                    the 1933 Act) covering a twelve-month  period  beginning not
                    later  than the first day of the  Company's  fiscal  quarter
                    next following the "effective date" (as defined in Rule 158)
                    of the Registration Statement.

               (e)  As soon as practicable after the date of this Agreement, and
                    in any event  within the time  prescribed  by Rule 424 under
                    the 1933 Act, to file the Final Supplemented Prospectus with
                    the Commission and to advise the  Underwriter of such filing
                    and to confirm such advice in writing.

               (f)  During a period of 15 days from the date of this  Agreement,
                    the  Company  will  not,  without  the  Underwriter's  prior
                    written  consent,  directly or  indirectly,  sell,  offer to
                    sell, grant any option for the sale of, or otherwise dispose
                    of, any Senior  Notes or any  security  convertible  into or
                    exchangeable into or exercisable for the Senior Notes or any
                    debt  securities  substantially  similar to the Senior Notes
                    (except  for  the  Senior  Notes  issued  pursuant  to  this
                    Agreement).  The Underwriter agrees that commercial paper or
                    other debt securities with scheduled maturities of less than
                    one year are not subject to this Section 3(f).

                                SECTION 4. PAYMENT OF EXPENSES.  The Company
                         will pay all expenses incidental to the performance of
                         its obligations under this Agreement, including but not
                         limited to, the expenses of (i) the printing and filing
                         of the  Registration  Statement as originally filed and
                         of  each  amendment  thereto,   (ii)  the  preparation,
                         issuance  and  delivery of the  certificate(s)  for the
                         Senior Notes,  (iii) the fees and  disbursements of the
                         Company's    counsel   and   accountants,    (iv)   the
                         qualification of the Senior Notes under securities laws
                         in  accordance  with the  provisions  of  Section  3(c)
                         hereof,  including  filing fees and the reasonable fees
                         and  disbursements  of counsel for the  Underwriter  in
                         connection   therewith  and  in  connection   with  the
                         preparation  of any  blue  sky  survey  (such  fees and
                         disbursements of counsel shall not exceed $3,500),  (v)
                         the printing and delivery to the  Underwriter of copies

<PAGE>

                         of the  Registration  Statement as originally filed and
                         of each amendment  thereto and of the  Prospectus,  the
                         Final  Supplemented  Prospectus,  and any amendments or
                         supplements thereto,  (vi) the printing and delivery to
                         the Underwriter of copies of any blue sky survey, (vii)
                         the  fee  of the  National  Association  of  Securities
                         Dealers,  Inc.  in  connection  with its  review of the
                         offering contemplated by this Agreement, if applicable,
                         (viii) the fees and expenses of the Trustee,  including
                         the fees and  disbursements  of counsel for the Trustee
                         in connection  with the Indenture and the Senior Notes,
                         (ix) any fees payable in connection  with the rating of
                         the  Senior  Notes,  (x) the  cost and  charges  of any
                         transfer  agent  or  registrar  and  (xi)  the  cost of
                         qualifying the Senior Notes with The  Depository  Trust
                         Company.

           Except as otherwise provided in Section 9 hereof, the
Underwriter shall pay all other expenses incurred by them in connection with
their offering of the Senior Notes including fees and disbursements of their
counsel, Dewey Ballantine LLP.

           SECTION 5.  CONDITIONS OF UNDERWRITER'S  OBLIGATIONS.  The
 obligations of the Underwriter to purchase and pay for the Senior Notes are
 subject to the following  conditions:

     (a)  No  stop  order  suspending  the  effectiveness  of  the  Registration
          Statement  shall be in effect on the Closing  Date and no  proceedings
          for that purpose shall be pending  before,  or to the knowledge of the
          Company  threatened  by, the Commission on such date. If filing of the
          Final Supplemented Prospectus,  or any supplement thereto, is required
          pursuant to Rule 424, the Final Supplemented Prospectus,  and any such
          supplement,  shall  have been  filed in the manner and within the time
          period required by Rule 424.

     (b)  Any required  orders of the  Commission  permitting  the  transactions
          contemplated  hereby  substantially  in accordance  with the terms and
          conditions  hereof shall be in full force and effect and shall contain
          no provision  unacceptable  to the Underwriter or the Company (but all
          provisions of such order or orders heretofore entered, copies of which
          have  heretofore  been  delivered  to  the  Underwriter,   are  deemed
          acceptable to the  Underwriter  and the Company and all  provisions of
          such order or orders hereafter  entered shall be deemed  acceptable to
          the Underwriter and the Company unless within 24 hours after receiving
          a copy of any such order any party to this Agreement shall give notice
          to the other  parties  to the  effect  that  such  order  contains  an
          unacceptable provision).

     (c)  On the Closing Date the Underwriter shall have received:

          (1)  The  opinion,  dated the Closing  Date,  of Balch & Bingham  LLP,
               general  counsel  for  the  Company,  substantially  in the  form
               attached hereto as Schedule I-A.

          (2)  The opinion,  dated the Closing  Date,  of Troutman  Sanders LLP,
               counsel  for the  Company,  substantially  in the  form  attached
               hereto as Schedule I-B.

          (3)  The opinion, dated the Closing Date, of Cravath,  Swaine & Moore,
               counsel to the Trustee, substantially in the form attached hereto
               as Schedule II.
<PAGE>

          (4)  The opinion,  dated as of the Closing Date,  of Dewey  Ballantine
               LLP,  counsel  for the  Underwriter,  substantially  in the  form
               attached hereto as Schedule III.

          (5)  At the Closing  Date,  there shall not have been,  since the date
               hereof or since the respective  dates as of which  information is
               given in the  Registration  Statement and the Final  Supplemented
               Prospectus,   any  material   adverse  change  in  the  business,
               properties or financial condition of the Company,  whether or not
               arising in the ordinary  course of business,  and the Underwriter
               shall have  received a  certificate  of the President or any Vice
               President of the Company,  and dated as of the Closing  Date,  to
               the  effect  that (i)  there  has been no such  material  adverse
               change,  (ii) the  representations  and  warranties  in Section 1
               hereof  are true and  correct  with the same  force and effect as
               though  expressly  made at and as of the Closing Date,  (iii) the
               Company  has  complied  with all  agreements  and  satisfied  all
               conditions  on its part to be  performed or satisfied on or prior
               to the  Closing  Date,  and  (iv) no stop  order  suspending  the
               effectiveness of the  Registration  Statement has been issued and
               no  proceedings  for that purpose have been  initiated or, to the
               knowledge of the Company, threatened by the Commission.

          (6)  On the Closing  Date,  the  Underwriter  shall have received from
               Arthur Andersen LLP a letter dated the Closing Date to the effect
               that: (A) they are independent public accountants with respect to
               the Company  within the meaning of the 1933 Act and the rules and
               regulations  under  the  1933  Act;  (B) in  their  opinion,  the
               financial   statements   audited  by  them  and  incorporated  by
               reference  in the  Prospectus  comply as to form in all  material
               respects with the applicable accounting  requirements of the 1934
               Act and the rules and regulations  under the 1934 Act; and (C) on
               the  basis of  certain  limited  procedures  performed  through a
               specified date not more than five business days prior to the date
               of such  letter,  namely  (i)  reading  the  minute  books of the
               Company; (ii) performing the procedures specified by the American
               Institute of Certified Public Accountants  ("AICPA") for a review
               of interim  financial  information  as  described in Statement on
               Auditing  Standards No. 71, "Interim Financial  Information",  on
               the  unaudited  financial  statements,  if  any,  of the  Company
               incorporated  in the  Prospectus  and on the unaudited  financial
               statements of the Company  referred to in (3) and (5) below;  and
               (iii) making  inquiries  of certain  officials of the Company who
               have   responsibility   for  financial  and  accounting   matters
               regarding  such unaudited  financial  statements or any specified
               unaudited amounts derived therefrom (it being understood that the
               foregoing  procedures  do not  constitute  an audit  performed in
               accordance with generally  accepted  auditing  standards and they
               would not necessarily reveal matters of significance with respect
               to the comments made in such letter,  and accordingly that Arthur
               Andersen LLP make no  representations  as to the  sufficiency  of
               such procedures for the Underwriter's purposes),  nothing came to
               their  attention  that  caused  them  to  believe  that:  (1) any
               material  modifications should be made to the unaudited condensed
               financial statements, if any incorporated in the Prospectus,  for
               them  to be in  conformity  with  generally  accepted  accounting
               principles;  (2) such unaudited condensed financial statements do
               not  comply  as  to  form  in  all  material  respects  with  the
               applicable accounting  requirements of the 1934 Act as it applies

<PAGE>

               to Form 10-Q and the  related  published  rules  and  regulations
               thereunder;  (3) the unaudited  amounts for  Operating  Revenues,
               Earnings  Before  Interest  and Income Taxes and Net Income After
               Dividends on Preferred  Stock and the unaudited Ratio of Earnings
               to Fixed  Charges set forth in the  Prospectus  do not agree with
               the amounts set forth in or derived from the unaudited  financial
               statements  for the same period or were not determined on a basis
               substantially  consistent with that of the corresponding  audited
               amounts  or ratios  included  or  incorporated  by  reference  in
               Registration Statement;  (4) as of a specified date not more than
               five  business days prior to the date of delivery of such letter,
               there has been any change in the capital stock or long-term  debt
               of the Company or any  decrease  in net assets as  compared  with
               amounts shown in the latest audited balance sheet incorporated in
               the  Prospectus,  except in each case for  changes  or  decreases
               which (i) the  Prospectus  discloses  have occurred or may occur,
               (ii) are occasioned by the  declaration  of dividends,  (iii) are
               occasioned  by  draw-downs  under  existing   pollution   control
               financing  arrangements,  (iv) are  occasioned by draw-downs  and
               regularly  scheduled  payments of capitalized lease  obligations,
               (v) are  occasioned  by the  purchase or  redemption  of bonds or
               stock to satisfy  mandatory  or  optional  redemption  provisions
               relating thereto,  or (vi) are disclosed in such letter;  and (5)
               the unaudited  amounts for Operating  Revenues,  Earnings  Before
               Interest  and  Income  Taxes  and  Net  Income  After   Dividends
               Preferred  Stock and the  unaudited  Ratio of  Earnings  to Fixed
               Charges  for any twelve  month  period  ending on the most recent
               March 31, June 30,  September 30 or December 31 subsequent to the
               financial   statements  referred  to  in  (3)  above,  which,  if
               available,  shall be set forth in such letter,  do not agree with
               the amounts set forth in or derived from the unaudited  financial
               statements  for the same period or were not determined on a basis
               substantially  consistent with that of the corresponding  audited
               amounts or ratios  included or  incorporated  by reference in the
               Prospectus.

          (7)  On the Closing Date,  counsel for the Underwriter shall have been
               furnished  with such  documents and opinions as it may reasonably
               require for the purpose of enabling it to pass upon the  issuance
               and sale of the Senior Notes as herein  contemplated  and related
               proceedings,  or in order to evidence  the accuracy of any of the
               representations  or warranties,  or the fulfillment of any of the
               conditions,  herein  contained;  and all proceedings taken by the
               Company in  connection  with the  issuance and sale of the Senior
               Notes as herein  contemplated  shall be  satisfactory in form and
               substance to the  Underwriter and Dewey  Ballantine LLP,  counsel
               for the Underwriter.

          (8)  That no amendment or supplement to the Registration  Statement or
               the Final Supplemented Prospectus filed subsequent to the date of
               this Agreement (including any filing made by the Company pursuant
               to Section 13 or 14 of the 1934 Act) shall be  unsatisfactory  in
               form to Dewey Ballantine LLP or shall contain  information (other
               than with respect to an amendment or supplement  relating  solely
               to the  activity of the  Underwriter)  which,  in the  reasonable
               judgment  of the  Representative,  shall  materially  impair  the
               marketability of the Senior Notes.


<PAGE>

          (9)  The Company  shall have  performed  its  obligations  when and as
               provided under this Agreement.

          If any condition specified  in this  Section  shall  not have been
               fulfilled  when and as required to be fulfilled,  this  Agreement
               may be terminated by the  Underwriter by notice to the Company at
               any time prior to the Closing Date, and such termination shall be
               without  liability  of any  party to any  other  party  except as
               provided in Sections 4, 7 and 9(b) hereof.

          SECTION 6. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

                  The obligations of the Company shall be subject to the
conditions set forth in the first sentence of Section 5(a) and in Section 5(b).
In case such conditions shall not have been fulfilled, this Agreement may be
terminated by the Company by mailing or delivering written notice thereof to the
Underwriter. Any such termination shall be without liability of any party to any
other party except as otherwise provided in Sections 4, 7 and 9(b) hereof.

          SECTION 7. INDEMNIFICATION.

          (a)  The Company agrees to indemnify and hold harmless the Underwriter
               and each person, if any, who controls such Underwriter within the
               meaning of  Section  15 of the 1933 Act or  Section  20(a) of the
               1934  Act,  against  any  and  all  losses,  claims,  damages  or
               liabilities,  joint or several,  to which they or any of them may
               become subject under the 1933 Act, 1934 Act or otherwise,  and to
               reimburse  such  Underwriter  and  such  controlling   person  or
               persons, if any, for any legal or other expenses incurred by them
               in connection with defending any actions, insofar as such losses,
               claims, damages, liabilities or actions arise out of or are based
               upon any  untrue  statement  or  alleged  untrue  statement  of a
               material  fact  contained  in  any  Preliminary  Prospectus,  the
               Registration Statement,  the Prospectus or the Final Supplemented
               Prospectus  or, if the Company shall  furnish to the  Underwriter
               any  amendments  or any  supplements  thereto,  or shall make any
               filings  pursuant  to  Section 13 or 14 of the 1934 Act which are
               incorporated  by reference,  in any Preliminary  Prospectus,  the
               Registration Statement,  the Prospectus or the Final Supplemented
               Prospectus as so amended or supplemented,  or arise out of or are
               based upon any  omission or alleged  omission to state  therein a
               material fact required to be stated  therein or necessary to make
               the  statements  therein not  misleading,  except insofar as such
               losses, claims,  damages,  liabilities or actions arise out of or
               are  based  upon any such  untrue  statement  or  alleged  untrue
               statement or omission or alleged  omission which was made in such
               Registration  Statement,  Preliminary  Prospectus,  Prospectus or
               Final Supplemented  Prospectus in reliance upon and in conformity
               with  information  furnished  in  writing  to the  Company by the
               Underwriter  for use therein and except that this  indemnity with
               respect to the  Preliminary  Prospectus,  the  Prospectus  or the
               Final  Supplemented   Prospectus,   if  the  Company  shall  have
               furnished any amendment or supplement thereto, shall not inure to
               the benefit of the Underwriter (or of any person controlling such
               Underwriter)   on  account  of  any  losses,   claims,   damages,

<PAGE>

               liabilities or actions  arising from the sale of the Senior Notes
               to any  person  if a  copy  of the  Preliminary  Prospectus,  the
               Prospectus  or the Final  Supplemented  Prospectus  (exclusive of
               documents  incorporated  therein by reference pursuant to Item 12
               of Form S-3),  as the same may then be  amended or  supplemented,
               shall  not  have  been  sent or  given  by or on  behalf  of such
               Underwriter   to  such  person  with  or  prior  to  the  written
               confirmation  of the sale  involved  and the untrue  statement or
               alleged  untrue  statement  or omission or alleged  omission  was
               corrected in the  Preliminary  Prospectus,  the Prospectus or the
               Final  Supplemented  Prospectus as supplemented or amended at the
               time of such  confirmation.  The Underwriter  agrees,  within ten
               days after the receipt by it of notice of the commencement of any
               action in respect of which  indemnity  may be sought by it, or by
               any person  controlling  it,  from the  Company on account of its
               agreement  contained  in this Section 7, to notify the Company in
               writing of the  commencement  thereof  but the  omission  of such
               Underwriter so to notify the Company of any such action shall not
               release the Company from any liability  which it may have to such
               Underwriter  or to  such  controlling  person  otherwise  than on
               account of the indemnity  agreement  contained in this Section 7.
               In case any such action shall be brought  against the Underwriter
               or  any  such  person   controlling  such  Underwriter  and  such
               Underwriter shall notify the Company of the commencement  thereof
               as above  provided,  the Company shall be entitled to participate
               in  (and,  to the  extent  that  it  shall  wish,  including  the
               selection of counsel,  to direct) the defense thereof, at its own
               expense.  In case the Company  elects to direct such  defense and
               select such counsel,  the Underwriter or controlling person shall
               have the right to employ its own counsel,  but, in any such case,
               the fees and expenses of such counsel  shall be at the expense of
               such Underwriter or such controlling person unless the employment
               of such counsel has been  authorized in writing by the Company in
               connection  with defending  such action.  No  indemnifying  party
               shall,  without the  written  consent of the  indemnified  party,
               effect the  settlement or compromise  of, or consent to the entry
               of any judgment with respect to, any pending or threatened action
               or  claim  in  respect  of which  indemnification  may be  sought
               hereunder  (whether or not the indemnified  party is an actual or
               potential party to such action or claim) unless such  settlement,
               compromise or judgment (i) includes an  unconditional  release of
               the  indemnified  party from all  liability  arising  out of such
               action or claim and (ii) does not include any statement as to, or
               an admission of, fault, culpability or a failure to act, by or on
               behalf  of  any   indemnified   party.  In  no  event  shall  any
               indemnifying  party  have  any  liability  or  responsibility  in
               respect of the  settlement  or  compromise  of, or consent to the
               entry of any judgment  with respect to, any pending or threatened
               action or claim effected without its prior written consent.

          (b)  The  Underwriter  agrees  to  indemnify  and  hold  harmless  the
               Company,  its  directors and such of its officers who have signed
               the Registration  Statement and each person, if any, who controls
               the  Company  within the meaning of Section 15 of the 1933 Act or
               Section  20(a) of the 1934  Act to the same  extent  and upon the
               same terms as the indemnity agreement of the Company set forth in
               Section  7(a)  hereof,  but only with  respect to alleged  untrue
               statements or omissions made in the Registration  Statement,  the
               Preliminary Prospectus,  the Prospectus or the Final Supplemented
               Prospectus,  or such  documents  as amended or  supplemented,  in
               reliance upon and in  conformity  with  information  furnished in
               writing to the Company by such Underwriter for use therein.


<PAGE>

               SECTION 8. REPRESENTATIONS,  WARRANTIES AND AGREEMENTS TO SURVIVE
                    DELIVERY.

                  All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by, or on behalf of the Company and shall survive
delivery of the Senior Notes to the Underwriter.

               SECTION  9. TERMINATION OF AGREEMENT.

               (a)  The Underwriter  may terminate this Agreement,  by notice to
                    the Company,  at any time at or prior to the Closing Date if
                    (i)  trading in  securities  on the New York Stock  Exchange
                    shall have been generally suspended, (ii) minimum or maximum
                    ranges for prices shall have been  generally  established on
                    the New York Stock  Exchange by the Commission or by the New
                    York  Stock  Exchange,  (iii) a general  banking  moratorium
                    shall  have  been  declared  by  federal  or New York  State
                    authorities,  or (iv) there shall have occurred any outbreak
                    or  escalation  of major  hostilities  in which  the  United
                    States is  involved,  any  declaration  of war by the United
                    States  Congress  or  any  other  substantial   national  or
                    international  calamity or  emergency  affecting  the United
                    States, in any such case provided for in clauses (i) through
                    (iv) with the result that,  in the  reasonable  judgement of
                    the Underwriter, the marketability of the Senior Notes shall
                    have been materially impaired.

                  (b) If this Agreement shall be terminated by the Underwriter
pursuant to subsection (a) above or because of any failure or refusal on the
part of the Company to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company shall be unable to perform
its obligations under this Agreement, then in any such case, the Company will
reimburse the Underwriter for the reasonable fees and disbursements of Dewey
Ballantine LLP and for the out of pocket expenses (in an amount not exceeding
$10,000) reasonably incurred by the Underwriter in making preparations for the
purchase, sale and delivery of the Senior Notes and, upon such reimbursement,
the Company shall be absolved from any further liability hereunder, except as
provided in Sections 4 and 7.

               SECTION  10.  NOTICES.   All  notices  and  other  communications
                    hereunder  shall be in  writing  and shall be deemed to have
                    been duly  given if mailed or  transmitted  by any  standard
                    form of telecommunication.  Notices to the Underwriter shall
                    be  directed  to Lehman  Brothers  Inc.,  3 World  Financial
                    Center,  New  York,  New  York  10285,  Attention:  Managing
                    Director,  Utilities  Investment  Banking;  notices  to  the
                    Company  shall be  mailed  to 600 North  18th  Street,  17th
                    floor,  Birmingham,   Alabama  35291,  Attention:  Corporate
                    Secretary,  with a copy to Southern Company Services,  Inc.,
                    270  Peachtree  Street,   N.W.,   Atlanta,   Georgia  30303,
                    Attention: Jeffery A. Spencer.
<PAGE>

               SECTION 11. PARTIES. This Agreement shall inure to the benefit of
                    and be binding upon the  Underwriter,  the Company and their
                    respective  successors.  Nothing  expressed  or mentioned in
                    this Agreement is intended or shall be construed to give any
                    person, firm or corporation,  other than the Underwriter and
                    the  Company  and  their   respective   successors  and  the
                    controlling  persons and officers and directors  referred to
                    in Section 7 and their heirs and legal representatives,  any
                    legal  or  equitable  right,  remedy  or  claim  under or in
                    respect of this Agreement or any provision herein contained.
                    This Agreement and all conditions and provisions  hereof are
                    intended  to be for the sole and  exclusive  benefit  of the
                    Underwriter and the Company and their respective successors,
                    and said controlling  persons and officers and directors and
                    their heirs and legal  representatives,  and for the benefit
                    of no other  person,  firm or  corporation.  No purchaser of
                    Senior  Notes from the  Underwriter  shall be deemed to be a
                    successor by reason merely of such purchase.

               SECTION 12.  GOVERNING  LAW AND  TIME.  This  Agreement  shall be
                    governed by and construed in accordance with the laws of the
                    State of New York  applicable to  agreements  made and to be
                    performed  in said  State.  Except  as  otherwise  set forth
                    herein, specified times of day refer to New York City time.

               SECTION 13.  COUNTERPARTS.  This Agreement may be executed by any
                    one  or  more  of  the  parties  hereto  in  any  number  of
                    counterparts,  each  of  which  shall  be  deemed  to  be an
                    original,   but  all  such  respective   counterparts  shall
                    together constitute one and the same instrument.



<PAGE>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Underwriter and the Company in accordance with its terms.

                                                Very truly yours,

                                                ALABAMA POWER COMPANY



                                                By:  _______________________
                                     Title:

CONFIRMED AND ACCEPTED,
as of the date first above written

LEHMAN BROTHERS INC.

By:___________________________
Title:





<PAGE>


                                                                 Schedule I-A

                       [Letterhead of Balch & Bingham LLP]

                                                                May _, 2000


Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285


                              ALABAMA POWER COMPANY

                            Series M _ % Senior Notes

                                    due ____

Ladies and Gentlemen:

                  We have acted as general counsel to Alabama Power Company (the
"Company") in connection with (i) the Company's issuance of $___ aggregate
principal amount of its Series M _% Senior Notes due __ (the "Notes") pursuant
to a Senior Note Indenture dated as of December 1, 1997, by and between the
Company and The Chase Manhattan Bank, as trustee (the "Trustee"), as heretofore
supplemented and as further supplemented by the Thirteenth Supplemental
Indenture dated as of __________ __, 2000 (collectively, the "Indenture"); and
(ii) the purchase by you of the Notes pursuant to the terms of an Underwriting
Agreement dated May _, 2000, among the Company and you (the "Underwriter") (the
"Underwriting Agreement"). This opinion is being delivered to you pursuant to
Section 5(c)(1) thereof.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.

                  In rendering the opinions expressed below, we have examined
the registration statement on Form S-3 (Nos. 333-67453, 333-67453-01,
333-67453-02 and 333-67453-03) pertaining to the Notes (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), and
the prospectus dated ________, 199_ as supplemented by a final prospectus
supplement dated __________, 2000 (the "Final Supplemented Prospectus"), which
pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of
the Company for the fiscal year ended __________________, 199_, the Quarterly
Reports on Form 10-Q of the Company for the quarters ended ____________ and the
Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act
Documents"), each as filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

                  In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the Notes,
of which we have examined a specimen), and we have made such other and further
investigations as we deemed necessary to express the opinions hereinafter set
forth.
<PAGE>

                  The Indenture and the Underwriting Agreement are herein
referred to as the "Agreements".

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion, relying as to matters of
New York law upon the opinion dated the date hereof rendered to you by Dewey
Ballantine LLP, that:

         1. The Company has been duly organized and is validly existing and in
good standing as a corporation under the laws of the State of Alabama and has
due corporate authority to carry on the public utility business in which it is
engaged and to own and operate the properties used by it in such business and to
enter into and perform its obligations under the Agreements and the Notes.

         2. The execution, delivery and performance by the Company of the
Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Company.

         3. All orders, consents, or other authorizations or approvals of the
Alabama Public Service Commission and the Commission legally required for the
issuance and sale of the Notes have been obtained; such orders are sufficient
for the issuance and the sale of the Notes; the issuance and the sale of the
Notes conform in all material respects with the terms of such orders; and no
other order, consent or other authorization or approval of any Alabama or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.

         4. The Indenture has been duly authorized, executed and delivered by
the Company and, assuming the due authorization, execution and delivery thereof
by the Trustee, constitutes a valid and legally binding instrument of the
Company, enforceable against the Company in accordance with its terms, subject
to the qualifications that the enforceability of the Company's obligations under
the Indenture may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and the
Indenture conforms as to legal matters in all material respects to the
description thereof in the Final Supplemented Prospectus.

         5. The Notes have been duly authorized and executed by the Company and,
when authenticated by the Trustee in the manner provided in the Indenture and
delivered to and paid for by the Underwriter pursuant to the Underwriting
Agreement, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to the
qualifications that the enforceability of the Company's obligations under the
Notes may be limited by bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally and by
general principles of equity; and the Notes conform as to legal matters in all
material respects to the description thereof in the Final Supplemented
Prospectus.
<PAGE>

         6. The Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act").

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Final Supplemented Prospectus or the Exchange Act Documents and take no
responsibility therefor, except as and to the extent set forth in paragraphs 4
and 5 above and in the Final Supplemented Prospectus in the second paragraph
under the caption "Experts". In the course of the preparation by the Company of
the Registration Statement, the Final Supplemented Prospectus and the Exchange
Act Documents, we participated in conferences with certain officers and
employees of the Company, with other counsel for the Company and with
representatives of Arthur Andersen LLP. Based upon our examination of the
Registration Statement, the Final Supplemented Prospectus and the Exchange Act
Documents, our investigations made in connection with the preparation of the
Registration Statement, the Final Supplemented Prospectus and the Exchange Act
Documents and our participation in the conferences referred to above, (i) we are
of the opinion that the Registration Statement, as of its effective date, and
the Final Supplemented Prospectus, as of __________, complied as to form in all
material respects with the requirements of the Act and the applicable rules and
regulations of the Commission thereunder and that the Exchange Act Documents, as
of their respective dates of filing with the Commission, complied as to form in
all material respects with the relevant requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except that in
each case we express no opinion as to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Final Supplemented Prospectus or the Exchange Act
Documents, and (ii) nothing came to our attention which gives us reason to
believe that the Registration Statement, as of the date of filing of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
(including the Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that the Final Supplemented Prospectus
(including the Exchange Act Documents) contains any untrue statement therein of
a material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no opinion or belief
with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the Final
Supplemented Prospectus or the Exchange Act Documents and with respect to
information set forth in the Final Supplemented Prospectus under the caption
"Description of the Series M Senior Notes - Book-Entry Only Issuance - The
Depository Trust Company."
<PAGE>

                  We are members of the State Bar of Alabama and we do not
express any opinion herein concerning any law other than the laws of such State
and, to the extent set forth herein, the law of the States of New York and the
federal law of the United States.

                  This opinion is rendered to you in connection with the
above-described transaction. This opinion may not be relied upon by you for any
other purpose, or relied upon by or furnished to any other person without our
prior written consent, except that Troutman Sanders LLP and Dewey Ballantine LLP
may rely on this opinion in giving their opinions pursuant to the Underwriting
Agreement insofar as such opinion relates to matters of Alabama law.

                                                     Yours very truly,

                                                     BALCH & BINGHAM LLP



<PAGE>

                                                           Schedule I-B

                                       [Letterhead of TROUTMAN SANDERS LLP]

                                                               May _, 2000


Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285


                              ALABAMA POWER COMPANY

                            Series M _% Senior Notes

                                    due ____

Ladies and Gentlemen:

                  We have acted as counsel to Alabama Power Company (the
"Company") in connection with (i) the Company's issuance of $______ aggregate
principal amount of its Series M _% Senior Notes due _____ (the "Notes")
pursuant to a Senior Note Indenture dated as of December 1, 1997, by and between
the Company and The Chase Manhattan Bank, as trustee (the "Trustee"), as
heretofore supplemented and as further supplemented by the Thirteenth
Supplemental Indenture dated as of __________ __, 2000 (collectively, the
"Indenture"); and (ii) the purchase by you (the "Underwriter") of the Notes
pursuant to the terms of an Underwriting Agreement dated May _, 2000, among the
Company and you (the "Underwriting Agreement"). This opinion is being delivered
to you pursuant to Section 5(c)(2) thereof.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.

                  In rendering the opinions expressed below, we have examined
the registration statement on Form S-3 (Nos. 333-67453, 333-67453-01,
333-67453-02 and 333-67453-03) pertaining to the Notes (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), and
the prospectus dated ___________, 199_ as supplemented by a final prospectus
supplement dated __________, 2000 (the "Final Supplemented Prospectus"), which
pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of
the Company for the fiscal year ended _____________, 199_, the Quarterly Reports
on Form 10-Q of the Company for the quarters ended ____________ and the Current
Reports on Form 8-K of the Company dated _________ (the "Exchange Act
Documents"), each as filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

                  In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the
certificates representing the Notes, of which we have examined a specimen), and
we have made such other and further investigations as we deemed necessary to

<PAGE>

express the opinions hereinafter set forth. In such examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  The Indenture and the Underwriting Agreement are herein
referred to collectively as the "Agreements".

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion, relying as to matters of
Alabama law upon the opinion dated the date hereof rendered to you by Balch &
Bingham LLP, and relying as to matters of New York law upon the opinion dated
the date hereof rendered to you by Dewey Ballantine LLP, that:

         1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Alabama and has due
corporate authority to carry on the public utility business in which it is
engaged, to own and operate the properties used by it in such business and to
enter into and perform its obligations under the Agreements and the Notes.

         2. The execution, delivery and performance by the Company of the
Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Company.

         3. All orders, consents or other authorizations or approvals of the
Alabama Public Service Commission and the Commission legally required for the
issuance and sale of the Notes have been obtained; such orders are sufficient
for the issuance and sale of the Notes; the issuance and sale of the Notes
conform in all material respects with the terms of such orders; and no other
order, consent or other authorization or approval of any Alabama or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.

         4. The Indenture has been duly authorized, executed and delivered by
the Company and, assuming the due authorization, execution and delivery thereof
by the Trustee, constitutes a valid and legally binding instrument of the
Company, enforceable against the Company in accordance with its terms, subject
to the qualifications that the enforceability of the Company's obligations under
the Indenture may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and the
Indenture conforms as to legal matters in all material respects to the
description thereof in the Final Supplemented Prospectus.

         5. The Notes have been duly authorized and executed by the Company and,
when authenticated by the Trustee in the manner provided in the Indenture and
delivered to and paid for by the Underwriter pursuant to the Underwriting
Agreement, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to the
qualifications that the enforceability of the Company's obligations under the
Notes may be limited by bankruptcy, insolvency, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Notes conform as to
legal matters in all material respects to the description thereof in the Final
Supplemented Prospectus.

         6.       The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Final Supplemented Prospectus or the Exchange Act Documents and take no
responsibility therefor, except as and to the extent set forth in paragraphs 4
and 5 above. In the course of the preparation by the Company of the Registration
Statement, the Final Supplemented Prospectus and the Exchange Act Documents, we
participated in conferences with certain officers and employees of the Company,
with other counsel for the Company, with representatives of Arthur Andersen LLP
and with your counsel. Based upon our examination of the Registration Statement,
the Final Supplemented Prospectus and the Exchange Act Documents, our
investigations made in connection with the preparation of the Registration
Statement, the Final Supplemented Prospectus and the Exchange Act Documents and
our participation in the conferences referred to above, (i) we are of the
opinion that the Registration Statement, as of its effective date, and the Final
Supplemented Prospectus, as of _______________, complied as to form in all
material respects with the requirements of the Act and the applicable rules and
regulations of the Commission thereunder and that the Exchange Act Documents, as
of their respective dates of filing with the Commission, complied as to form in
all material respects with the relevant requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except that in
each case we express no opinion as to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Final Supplemented Prospectus or the Exchange Act
Documents, and (ii) nothing came to our attention which gives us reason to
believe that the Registration Statement, as of the date of filing of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999
(including the Exchange Act Documents on file with the Commission as of such
date), contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that the Final Supplemented Prospectus
(including the Exchange Act Documents) contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no opinion or belief

<PAGE>

with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the Final
Supplemented Prospectus or the Exchange Act Documents and with respect to
information set forth in the Final Supplemented Prospectus under the caption
"Description of the Series M Senior Notes - Book-Entry Only Issuance - The
Depository Trust Company."

                  We are members of the State Bar of Georgia and we do not
express any opinion herein concerning any law other than the law of the State of
Georgia and the federal law of the United States and, to the extent set forth
herein, the laws of the States of Alabama and New York.

                  This opinion is rendered to you in connection with the
above-described transaction. This opinion may not be relied upon by you for any
other purpose, or relied upon by or furnished to any other person without our
prior written consent.

                                                     Yours very truly,

                                                     TROUTMAN SANDERS LLP



<PAGE>

                                                            Schedule II

                     [Letterhead of Cravath, Swaine & Moore]

                                                                May _, 2000
c/o      _______
         -------
         New York, New York ____


Alabama Power Company
600 North 18th Street
Birmingham, Alabama 35291

                              Alabama Power Company

                            Series M _% Senior Notes

                                    Due ____

Ladies and Gentlemen:

                  We have acted as counsel to The Chase Manhattan Bank (the
"Bank") in connection with (a) the Senior Note Indenture, dated as of December
1, 1997 as heretofore supplemented (the "Original Indenture"), between Alabama
Power Company (the "Company") and the Bank, as Trustee, and (b) the Thirteenth
Supplemental Indenture dated as of ___________ (together with the Original
Indenture, herein called the "Indenture"), between the Company and the Bank, as
Trustee.

                  In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
records and other instruments as we have deemed necessary or appropriate for the
purpose of this opinion, including copies of the Indenture and certain
resolutions adopted by the Board of Directors of the Bank.

                  Based upon the foregoing, we are of the opinion that:

                           i)       the Bank has been duly incorporated and is
validly existing as a banking corporation in good standing under the laws of
the State of New York;

                           ii)      the Bank has the corporate trust power and
authority to execute, deliver and perform its duties under the Indenture, has
duly executed and delivered the Indenture, and, insofar as the laws governing
the trust powers of the Bank are concerned and assuming due authorization,
execution and delivery thereof by the Company, the Indenture constitutes a

<PAGE>

legal, valid and binding agreement of the Bank, enforceable against the Bank in
accordance with its terms subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity (including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing), regardless of whether considered
in a proceeding in equity or at law;

                           iii)     the execution, delivery and performance by
the Bank of the Indenture does not conflict with or constitute a breach of the
charter or bylaws of the Bank; and

                           iv)      no approval, authorization or other action
by, or filing with, any governmental authority of the United States of America
or the State of New York having jurisdiction over the trust powers of the Bank
is required in connection with the execution and delivery by the Bank of the
Indenture or the performance by the Bank of its duties thereunder, except such
as have been obtained, taken or made.

                  We are admitted to practice only in the State of New York, and
we express no opinion as to matters governed by any laws other than the laws of
the State of New York and the Federal law of the United States of America. We
are furnishing this opinion to you solely for your benefit. This opinion is not
to be relied upon by any other person or used, circulated, quoted or otherwise
referred to for any other purpose.

                                                     Very truly yours,

                                                     CRAVATH, SWAINE & MOORE



<PAGE>


                                                                  Schedule III

                      [Letterhead of DEWEY BALLANTINE LLP]


                                                                   May _, 2000



Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285


                              ALABAMA POWER COMPANY

                            Series M _% Senior Notes

                                     due ___

Ladies and Gentlemen:

                  We have represented you (the "Underwriter") in connection with
(i) the issuance by Alabama Power Company (the "Company") of $____ of its Series
M _% Senior Notes (the "Notes") pursuant to a Senior Note Indenture dated as of
December 1, 1997, by and between the Company and The Chase Manhattan Bank, as
trustee (the "Trustee"), as heretofore supplemented and as further supplemented
by the Thirteenth Supplemental Indenture dated as of __________ __, 2000
(collectively, the "Indenture"); and (ii) the purchase by you of the Notes
pursuant to the terms of an Underwriting Agreement dated May _, 2000, among the
Company and the Underwriter (the "Underwriting Agreement"). This opinion is
being delivered to you pursuant to Section 5(c)(4) thereof.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.

                  In rendering the opinions expressed below, we have examined
the registration statement on Form S-3 (Nos. 333-67453, 333-67453-01,
333-67453-02 and 333-67453-03) pertaining to the Notes (the "Registration
Statement"), filed under the Securities Act of 1933, as amended (the "Act"), and
the prospectus dated ________, 199_, as supplemented by a final prospectus
supplement dated _________ (the "Final Supplemented Prospectus"), which pursuant
to Form S-3 incorporates by reference the Annual Report on Form 10-K of the
Company for the fiscal year ended ________________, 199_, the Quarterly Reports
on Form 10-Q of the Company for the quarters ended _________ the Current Reports
on Form 8-K of the Company, dated __________ (the "Exchange Act Documents"),
each as filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
<PAGE>

                  In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the Notes,
of which we have examined a specimen), and we have made such other and further
investigations as we deemed necessary to express the opinions hereinafter set
forth. In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.

                  The Indenture and the Underwriting Agreement are herein
referred to as the "Agreements".

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion, relying as aforesaid and
as to all matters covered hereby which are governed by or dependent upon the law
of the State of Alabama upon the opinion of Balch & Bingham LLP, dated the date
hereof and addressed to you that:

                  1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Alabama and has due corporate authority to carry on the public utility business
in which it is engaged and to own and operate the properties used by it in such
business and to enter into and perform its obligations under the Agreements and
the Notes.

                  2. The execution, delivery and performance by the Company of
the Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Company.

                  3. All orders, consents, or other authorizations or approvals
of the Alabama Public Service Commission and the Commission legally required for
the issuance and sale of the Notes have been obtained; such orders are
sufficient for the issuance and sale of the Notes; the issuance and sale of the
Notes conform in all material respects with the terms of such orders; and no
other order, consent or other authorization or approval of any Alabama or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.

                  4. The Indenture has been duly authorized, executed and
delivered by the Company and, assuming the due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and legally binding
instrument of the Company, enforceable against the Company in accordance with
its terms, subject to the qualifications that the enforceability of the
Company's obligations under the Indenture may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and the Indenture conforms as to legal matters in all
material respects to the description thereof in the Final Supplemented
Prospectus.
<PAGE>

                  5. The Notes have been duly authorized and executed by the
Company and, when authenticated by the Trustee in the manner provided in the
Indenture and delivered to and paid for by the Underwriter pursuant to the
Underwriting Agreement, will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, subject
to the qualifications that the enforceability of the Company's obligations under
the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally and
by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Notes conform as to
legal matters in all material respects to the description thereof in the Final
Supplemented Prospectus.

                  6.       The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Final Supplemented Prospectus or the Exchange Act Documents and take no
responsibility therefor, except as and to the extent set forth in paragraphs 4
and 5 above. In the course of the preparation by the Company of the Registration
Statement, the Final Supplemented Prospectus and the Exchange Act Documents, we
participated in conferences with certain officers and employees of the Company,
with representatives of Arthur Andersen LLP and with counsel to the Company.
Based upon our examination of the Registration Statement, the Final Supplemented
Prospectus and the Exchange Act Documents, our investigations made in connection
with the preparation of the Registration Statement and the Final Supplemented
Prospectus and our participation in the conferences referred to above, (i) we
are of the opinion that the Registration Statement, as of its effective date,
and the Final Supplemented Prospectus, as of ___________, complied as to form in
all material respects with the requirements of the Act and the applicable rules
and regulations of the Commission thereunder and that the Exchange Act
Documents, as of their respective dates of filing with the Commission, complied
as to form in all material respects with the relevant requirements of the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, except that in each case we express no opinion as to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Final Supplemented Prospectus or
the Exchange Act Documents, and (ii) nothing came to our attention which gives
us reason to believe that the Registration Statement, as of the date of filing
of the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999 (including the Exchange Act Documents on file with the Commission as of
such date), contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading, or that the Final Supplemented
Prospectus (including the Exchange Act Documents) contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no opinion or belief

<PAGE>

with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the Final
Supplemented Prospectus or the Exchange Act Documents and with respect to
information set forth in the Final Supplemented Prospectus under the caption
"Description of the Series M Senior Notes - Book-Entry Only Issuance - The
Depository Trust Company."

                  We are members of the State Bar of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the federal law of the United States, and to the extent set forth
herein, the law of the State of Alabama.

                  This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by or furnished to any other person without our prior written
consent except that Balch & Bingham LLP and Troutman Sanders LLP may rely on
this opinion in giving their opinions pursuant to Section 5 of the Underwriting
Agreement, insofar as such opinions relate to matters of New York law, and Balch
& Bingham LLP may rely on this opinion in giving its opinion pursuant to
Sections 102, 302 and 904 of the Indenture, insofar as such opinion relates to
matters of New York law.

                                                     Very truly yours,


                                                     DEWEY BALLANTINE LLP



                                                                  Exhibit 4.2



                              ALABAMA POWER COMPANY

                                       TO

                            THE CHASE MANHATTAN BANK,

                                    TRUSTEE.

                        THIRTEENTH SUPPLEMENTAL INDENTURE

                            DATED AS OF MAY 18, 2000

                                  $250,000,000

                           SERIES M 7.85% SENIOR NOTES

                                DUE MAY 15, 2003

<PAGE>
<TABLE>
<CAPTION>

                               TABLE OF CONTENTS1

<S>                                      <C>                                       <C>
                                                                                     PAGE

                                           ARTICLE 1Series M Senior Notes...............4

SECTION 101.  Establishment.............................................................4
              -------------

SECTION 102.  Definitions...............................................................4
              -----------

SECTION 103.  Payment of Principal and Interest.........................................4
              ---------------------------------

SECTION 104.  Denominations.............................................................5
              -------------

SECTION 105.  Global Securities.........................................................5
              -----------------

SECTION 106.  Transfer..................................................................6
              --------

SECTION 107.  Redemption at the Company's Option........................................6
              ----------------------------------

                                          ARTICLE 2Miscellaneous Provisions.............6

SECTION 201.  Recitals by Company.......................................................6
              -------------------

SECTION 202.  Ratification and Incorporation of Original Indenture......................6
              ----------------------------------------------------

SECTION 203.  Executed in Counterparts..................................................7
              ------------------------

- -------------------------
1

This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.

</TABLE>

<PAGE>

                                        8

                  THIS THIRTEENTH SUPPLEMENTAL INDENTURE is made as of the 18th
day of May, 2000, by and between ALABAMA POWER COMPANY, an Alabama corporation,
600 North 18th Street, Birmingham, Alabama 35291 (the "Company"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, 450 West 33rd Street, New York,
New York 10001 (the "Trustee").

                              W I T N E S S E T H:

                  WHEREAS, the Company has heretofore entered into a Senior Note
Indenture, dated as of December 1, 1997 (the "Original Indenture"), with the
Trustee, as supplemented by a First Supplemental Indenture, dated as of December
12, 1997 (the "First Supplemental Indenture"), a Second Supplemental Indenture,
dated as of February 26, 1998 (the "Second Supplemental Indenture"), a Third
Supplemental Indenture, dated as of April 23, 1998 (the "Third Supplemental
Indenture"), a Fourth Supplemental Indenture, dated as of August 19, 1998 (the
"Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of
September 17, 1998 (the "Fifth Supplemental Indenture"), a Sixth Supplemental
Indenture, dated as of September 24, 1998 (the "Sixth Supplemental Indenture"),
a Seventh Supplemental Indenture, dated as of October 15, 1998 (the "Seventh
Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of November
3, 1998 (the "Eighth Supplemental Indenture"), a Ninth Supplemental Indenture,
dated as of November 17, 1998 (the "Ninth Supplemental Indenture"), a Tenth
Supplemental Indenture, dated as of May 26, 1999 (the "Tenth Supplemental
Indenture"), an Eleventh Supplemental Indenture, dated as of August 19, 1999
("the Eleventh Supplemental Indenture") and a Twelfth Supplemental Indenture,
dated as of September 30, 1999 (the "Twelfth Supplemental Indenture");

                  WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as heretofore supplemented and as
supplemented by this Thirteenth Supplemental Indenture, is herein called the
"Indenture";

                  WHEREAS, under the Original Indenture, a new series of Senior
Notes may at any time be established pursuant to a supplemental indenture
executed by the Company and the Trustee;

                  WHEREAS, the Company proposes to create under the Indenture a
new series of Senior Notes;

                  WHEREAS, additional Senior Notes of other series hereafter
established, except as may be limited in the Original Indenture as at the time
supplemented and modified, may be issued from time to time pursuant to the
Indenture as at the time supplemented and modified; and

                  WHEREAS, all conditions necessary to authorize the execution
and delivery of this Thirteenth Supplemental Indenture and to make it a valid
and binding obligation of the Company have been done or performed.


<PAGE>


                  NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE 1

                              Series M Senior Notes

         SECTION 101. Establishment. There is hereby established a new series of
Senior Notes to be issued under the Indenture, to be designated as the Company's
Series M 7.85% Senior Notes due May 15, 2003 (the "Series M Notes").

         There are to be authenticated and delivered $250,000,000 principal
amount of Series M Notes, and no further Series M Notes shall be authenticated
and delivered except as provided by Sections 203, 303, 304 or 907 of the
Original Indenture. The Series M Notes shall be issued in definitive fully
registered form.

         The Series M Notes shall be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A hereto. The Depositary
with respect to the Series M Notes shall be The Depository Trust Company.

         The form of the Trustee's Certificate of Authentication for the Series
M Notes shall be in substantially the form set forth in Exhibit B hereto.

         Each Series M Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.

         SECTION 102. Definitions. The following defined terms used herein
shall, unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.

         "Interest Payment Dates" means May 15 and November 15 of each year.

         "Original Issue Date" means May 18, 2000.

         "Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.

         "Stated Maturity" means May 15, 2003.


<PAGE>


         SECTION 103. Payment of Principal and Interest. The principal of the
Series M Notes shall be due at the Stated Maturity. The unpaid principal amount
of the Series M Notes shall bear interest at the rate of 7.85% per annum until
paid or duly provided for. Interest shall be paid semiannually in arrears on
each Interest Payment Date to the Person in whose name the Series M Notes are
registered on the Regular Record Date for such Interest Payment Date, provided
that interest payable at the Stated Maturity of principal as provided herein
will be paid to the Person to whom principal is payable. Any such interest that
is not so punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either be paid to the
Person or Persons in whose name the Series M Notes are registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Holders of the
Series M Notes not less than ten (10) days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Series M Notes
shall be listed, and upon such notice as may be required by any such exchange,
all as more fully provided in the Original Indenture.

         Payments of interest on the Series M Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series M Notes shall be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series M Notes is not a Business Day, then payment of
the interest payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay), with the same force and effect as if made on the date the payment
was originally payable.

         Payment of the principal and interest due at the Stated Maturity of the
Series M Notes shall be made upon surrender of the Series M Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series M Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of interest (including interest on any Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
or other electronic transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.

         SECTION 104.  Denominations.  The Series M Notes may be issued in the
denominations  of $1,000,  or  any integral multiple thereof.

         SECTION 105. Global Securities. The Series M Notes will be issued in
the form of one or more Global Securities registered in the name of the
Depositary (which shall be The Depository Trust Company) or its nominee. Except
under the limited circumstances described below, Series M Notes represented by
the Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series M Notes in definitive form. The Global Securities described
above may not be transferred except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.


<PAGE>


         Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series M Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee. The rights of Holders of such Global Security shall be exercised only
through the Depositary.

         A Global Security shall be exchangeable for Series M Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company, or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, at a time when the Depositary is required to be so registered to act as
such Depositary and no successor Depositary shall have been appointed by the
Company, in each case within 90 days after the Company receives such notice or
becomes aware of such cessation, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable, or (iii) there
shall have occurred an Event of Default with respect to the Series M Notes. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series M Notes registered in such names as the Depositary shall
direct.

         SECTION 106. Transfer. No service charge will be made for any transfer
or exchange of Series M Notes, but payment will be required of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

         SECTION 107.  Redemption at the Company's  Option.  The Series M Notes
will not be redeemable at the option of the Company prior to the Stated
Maturity.

         The Series M Notes will not have a sinking fund.

                                    ARTICLE 2

                            Miscellaneous Provisions

         SECTION 201. Recitals by Company. The recitals in this Thirteenth
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of Series M Notes and of this Thirteenth Supplemental
Indenture as fully and with like effect as if set forth herein in full.

         SECTION 202. Ratification and Incorporation of Original Indenture. As
heretofore supplemented and as supplemented hereby, the Original Indenture is in
all respects ratified and confirmed, and the Original Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture and this Thirteenth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.


<PAGE>


         SECTION 203. Executed in Counterparts. This Thirteenth Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.


<PAGE>


                  IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf by its duly authorized officers,
all as of the day and year first above written.

ATTEST:                                     ALABAMA POWER COMPANY



By:                                         By:
   ------------------------------------
         Assistant Secretary                  William B. Hutchins, III
                                              Executive Vice President,
                                              Chief Financial Officer and
                                              Treasurer




ATTEST:                                  THE CHASE MANHATTAN BANK, as Trustee



By:                                      By:
   -------------------------------------
         Senior Trust Officer                          Vice President


<PAGE>


                                    EXHIBIT A

                              FORM OF SERIES M NOTE

NO. __                                                CUSIP NO. 010392DS4

                              ALABAMA POWER COMPANY
                           SERIES M 7.85% SENIOR NOTE
                                DUE MAY 15, 2003



    Principal Amount:          $_____________
    Regular Record Date:       15th calendar day prior to Interest Payment Date
    Original Issue Date:       May 18, 2000
    Stated Maturity:           May 15, 2003
    Interest Payment Dates:    May 15 and November 15
    Interest Rate:             7.85% per annum
    Authorized Denomination:   $1,000


         Alabama Power Company, an Alabama corporation (the "Company", which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
_______________________________________________, or registered assigns, the
principal sum of _________ DOLLARS ($__________) on the Stated Maturity shown
above, and to pay interest thereon from the Original Issue Date shown above, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on each Interest Payment Date as
specified above, commencing on November 15, 2000, and on the Stated Maturity at
the rate per annum shown above until the principal hereof is paid or made
available for payment and on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date (other than an Interest Payment Date
that is the Stated Maturity) will, as provided in such Indenture, be paid to the
Person in whose name this Note (the "Note") is registered at the close of
business on the Regular Record Date as specified above next preceding such
Interest Payment Date, provided that any interest payable at the Stated Maturity
will be paid to the Person to whom principal is payable. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes of this series shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.
<PAGE>

         Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on this Note is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), with the same force and effect
as if made on the date the payment was originally payable. A "Business Day"
shall mean any day other than a Saturday or a Sunday or a day on which banking
institutions in New York City are authorized or required by law or executive
order to remain closed or a day on which the Corporate Trust Office of the
Trustee is closed for business.

         Payment of the principal of and interest due at the Stated Maturity of
the Series M Notes shall be made upon surrender of the Series M Notes at the
Corporate Trust Office of the Trustee. The principal of and interest on the
Series M Notes shall be paid in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payment of interest (including interest on an Interest Payment
Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or (ii) by wire transfer
or other electronic transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least 16 days prior to the date for payment by the Person entitled thereto.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                                     ALABAMA POWER COMPANY



                                       By:

                                                              Vice President

Attest:



Assistant Secretary

                                {Seal of ALABAMA POWER COMPANY appears here}









<PAGE>


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Senior Notes referred to in the within-mentioned
Indenture.

                                              THE CHASE MANHATTAN BANK,
                                              as Trustee

                                       By:

                                                       Authorized Officer


<PAGE>


                             (Reverse Side of Note)

         This Note is one of a duly authorized issue of Senior Notes of the
Company (the "Notes"), issued and issuable in one or more series under a Senior
Note Indenture, dated as of December 1, 1997, as supplemented (the "Indenture"),
between the Company and The Chase Manhattan Bank, Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures incidental thereto reference is hereby made for a statement of
the respective rights, limitation of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes issued thereunder and of
the terms upon which said Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated on the face hereof as Series M 7.85%
Senior Notes due May 15, 2003 (the "Series M Notes") in the aggregate principal
amount of up to $250,000,000. Capitalized terms used herein for which no
definition is provided herein shall have the meanings set forth in the
Indenture.

         The Series M Senior Notes will not be redeemable at the option of the
Company prior to the Stated Maturity.

         The Series M Notes will not have a sinking fund.

         If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.


<PAGE>


         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar and duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series, of
authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same upon surrender of the Note or Notes to be exchanged
at the office or agency of the Company.

         This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.


<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM- as tenants in         UNIF GIFT MIN ACT- _______ Custodian ________
         common                                            (Cust)     (Minor)
TEN ENT- as tenants by the
         entireties                                    under Uniform Gifts to

 JT TEN- as joint tenants                                    Minors Act
         with right of
         survivorship and                              ________________________
         not as tenants                                        (State)
         in common
                    Additional abbreviations may also be used
                          though not on the above list.

         FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

(please insert Social Security or other identifying number of assignee)
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
______________________________________________________________________________

______________________________________________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

______________________________________________________________________________

______________________________________________________________________________

agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.


<PAGE>


                                    EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Senior Notes referred to in the within-mentioned
Indenture.

                                              THE CHASE MANHATTAN BANK,
                                              as Trustee

                                       By:

                                                       Authorized Officer


<TABLE>
<CAPTION>
                                                                  Exhibit 12.1


                              ALABAMA POWER COMPANY

            Computation of ratio of earnings to fixed charges for the
                     the five years ended December 31, 1999
                   and the twelve months ended March, 31 2000


                                                                                                                           Twelve
                                                                                                                           Months
                                                                                                  Year ended December 31,  Ended
                                                  --------------------------------------------------------------------  March, 31
                                                     1995          1996         1997           1998            1999        2000
                                                     ----          ----         ----           ----            ----        ----
                                                  ---------------------------------------Thousands of  Dollars------------------
<S>                                             <C>           <C>          <C>          <C>             <C>               <C>
EARNINGS  AS DEFINED  IN ITEM 503 OF REGULATION S-K:
Earnings Before Interest and Income Taxes      $  847,132     $  835,509   $  855,526    $  923,064      $  931,725     $  942,001
      AFUDC - Debt funds                            7,109          6,517        4,855         4,664          11,010         14,598
                                               -----------    -----------  -----------   -----------     -----------    -----------
         Earnings as defined                   $  854,241     $  842,026   $  860,381    $  927,728      $  942,735     $  956,599
                                               ===========    ===========  ===========   ===========     ===========    ===========




FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
   Interest  on long-term  debt                $  183,199     $  171,689   $  169,536    $  194,559      $  193,968     $  201,106
   Interest on interim  obligations                16,917         20,617       22,787        11,012           9,865         10,133
   Amort of debt disc, premium  and expense, net   20,270          9,520        9,657        42,506          11,171         11,291
   Other interest  charges                         27,064         34,227       57,799        67,129          67,987         67,031
                                               -----------    -----------  -----------   -----------     -----------    -----------
         Fixed charges as defined              $  247,450     $  236,053   $  259,779    $  315,206      $  282,991     $  289,561
                                               ===========    ===========  ===========   ===========     ===========    ===========



RATIO OF EARNINGS TO FIXED CHARGES                   3.45           3.57         3.31          2.94            3.33           3.30
                                                    =====          =====        =====         =====           =====           ====


Note:    The above figures have been adjusted to give effect to Alabama Power Company's 50% ownership of Southern Electric
         Generating Company.

</TABLE>



                                                            Exhibit 23













                                  May 16, 2000

Alabama Power Company
600 North 18th Street
Birmingham, Alabama  35291

Ladies and Gentlemen:

         We hereby consent to the reference to our firm under the caption
"Experts" in the Prospectus Supplement of Alabama Power Company (the "Company")
dated May 11, 2000, relating to $250,000,000 aggregate principal amount of
Series M 7.85% Senior Notes due May 15, 2003, and to the filing hereof with the
Securities and Exchange Commission as an exhibit to the Company's Current Report
on Form 8-K dated May 11, 2000.

                                                     Very truly yours,


                                                     /s/Balch & Bingham LLP








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