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
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             (Exact name of registrant as specified in its charter)

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


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


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


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





Item 5.    Other Events.
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           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.
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           (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.








                                    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