UNITED STATES
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) June 7, 2006
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Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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1-3164 Alabama Power Company 63-0004250
(An Alabama Corporation)
600 North 18th Street
Birmingham, Alabama 35291
(205) 257-1000
The address of the registrant has not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On June 7, 2006, Alabama Power Company (the "Company") entered
into an Underwriting Agreement covering the issue and sale by the Company of
$150,000,000 aggregate principal amount of its Series JJ 6.375% Senior Notes due
June 15, 2046 (the "Series JJ Senior Notes"). The Series JJ Senior Notes were
registered under the Securities Act of 1933, as amended, pursuant to the shelf
registration statement (Registration Nos. 333-126348, 333-126348-01,
333-126348-02 and 333-126348-03) of the Company.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
1 Underwriting Agreement, dated June 7, 2006
relating to the Series JJ Senior Notes among the
Company and Morgan Stanley & Co. Incorporated and
Wachovia Capital Markets, LLC, as representatives
of the several Underwriters named in Schedule I to
the Underwriting Agreement.
4.2 Thirty-Sixth Supplemental Indenture to Senior Note
Indenture dated as of June 14, 2006, providing for
the issuance of the Series JJ Senior Notes.
4.7 Form of Series JJ Senior Note (included in Exhibit
4.2 above).
5.1 Opinion of Balch & Bingham LLP relating to the
Series JJ Senior Notes.
12.1 Computation of ratio of earnings to fixed charges.
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: June 14, 2006 ALABAMA POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary