W. Ron Hinson
Southern Company Services, Inc.
241 Ralph McGill Boulevard
Atlanta, GA 30308
404-506-6641

April 25, 2006

VIA EDGAR

Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attn: Jim Allegretto
Senior Assistant Chief Accountant

Re: The Southern Company
Form 10-K for the year ended December 31, 2005
Filed February 27, 2006
File No. 1-3526

Alabama Power Company
Form 10-K for the year ended December 31, 2005
Filed February 27, 2006
File No. 1-3164

Georgia Power Company
Form 10-K for the year ended December 31, 2005
Filed February 27, 2006
File No. 1-6468

Gulf Power Company
Form 10-K for the year ended December 31, 2005
Filed February 27, 2006
File No. 0-2429

Mississippi Power Company
Form 10-K for the year ended December 31, 2005
Filed February 27, 2006
File No. 001-11229

Savannah Electric and Power Company
Form 10-K for the year ended December 31, 2005
Filed February 27, 2006
File No. 1-5072

Securities and Exchange Commission
April 25, 2006
Page 2

Southern Power Company
Form 10-K for the year ended December 31, 2005
Filed February 27, 2006
File No. 333-98553

Dear Mr. Allegretto:

The following is the response of The Southern Company (Southern
Company) to the Staff's comments on the Form 10-K for the fiscal year ended
December 31, 2005 (Form 10-K), transmitted in a letter from the Staff dated
April 11, 2006. We are submitting this letter on behalf of Southern Company, and
the terms "we," "us," "our" and "the Company" in the following responses refer
to Southern Company.

The Southern Company Form 10-K for the year ended December 31, 2005

General

SEC COMMENT:

1. Our review encompassed the parent company, and other
subsidiary registrants listed on the facing page of your Form
10-K. In the interests of reducing the number of comments, we
have not addressed each registrant with a separate comment. To
the extent a comment is applicable to more than one
registrant, please address the issue separately for the
affected reporting subsidiary.

SOUTHERN COMPANY RESPONSE:

To the extent a comment is applicable to more than one
registrant, we will address the issue separately for the
affected registrant.

Management's Discussion and Analysis of Financial Condition and Results of
Operations, page II-11

SEC COMMENT:

2. In addition to the overall cost of generation per KWH you may
want to segregate the average cost by fuel source.
Furthermore, while you discuss fuel expense in an indirect
price/volume variance mode, you should attach quantification
to such fluctuations. Finally, your statement regarding
reduced 2005 purchased power volume in response to higher
costs of purchased power may be illustrated in the

Securities and Exchange Commission
April 25, 2006
Page 3

tabular presentation by the addition of purchased power KWH's.
In this regard, we are unable to reconcile KWH's sold to your
total generated KWH's plus the imputed purchased power KWH
volumes based on average cost and purchased power expense.
Please clarify our understanding. If total generation KWH's
includes purchased power KWH's you may want to make this clear
since generation suggests company-generated power as opposed
to procured power.

SOUTHERN COMPANY RESPONSE:

In the chart below, we have included purchased power KWHs and
the average cost of fuel by source and will include both in
future filings. Total generation reported in the 10-K does not
include purchased power. Purchased power KWHs cannot be
imputed by using purchased power expense and the average cost
of purchased power per net KWH. For certain Purchased Power
Agreements (PPAs), we supply the fuel and, per Federal Energy
Regulatory Commission (FERC) requirements, record the cost of
fuel in fuel expense. For purposes of calculating the average
cost of purchased power per net KWH, the fuel expense related
to these PPAs is included in purchased power expense. In
future filings we will also include quantification for
fluctuations in fuel and purchased power expenses by price and
volume. For 2005, fuel and purchased power expenses increased
$1.217 billion due to higher prices and decreased $40 million
related to volume. Although total volume increased 2005 over
2004, the decrease in volume associated with purchased power,
which has a higher average cost, more than offset the increase
in volume associated with fuel expense from generation which
has a lower average cost.

2005 2004 2003
- ------------------------------------------ ----------- ----------- ----------
Total generation
(billions of KWH) 196 188 189
Total purchased power
(billions of KWH) 10 15 12
- ------------------------------------------ ----------- ----------- ----------
Sources of generation
(percent) -
Coal 71 69 71
Nuclear 15 16 16
Gas 11 12 9
Hydro 3 3 4
- ------------------------------------------ ----------- ----------- ----------
Cost of fuel, generated
(cents per net KWH) -
Coal 1.93 1.75 1.63

Securities and Exchange Commission
April 25, 2006
Page 4

2005 2004 2003
- ------------------------------------------ ----------- ----------- ----------
Nuclear 0.47 0.46 0.47
Gas 8.37 4.90 4.35
Average cost of fuel, generated 2.39 1.89 1.67
Cost of fuel, purchased
(cents per net KWH) 7.14 4.48 3.86
- ------------------------------------------ ----------- ----------- ----------

Other Operations and Maintenance Expenses, page II-14

SEC COMMENT:

3. Your explanations for comparable period changes do not
total the actual change. For example, your explanations for
the 2005 change in the components and related subcomponents
of other operations and maintenance represent approximately
88% and 89%, respectively of the change reported. Similarly,
you indicate that other operations and maintenance expense
increased by $148 million in 2004, although the explanations
provided support an increase of $208 million. Finally the
reasons for the changes in the subcomponents should be
discussed. For example the extent to which the $33 million
increase in 2005 employee benefits related to salary versus
benefits and the extent such increase was due to increase
headcount versus cost per employee should be addressed.

SOUTHERN COMPANY RESPONSE:

Generally, explanations that do not total the actual change
are the result of many insignificant items that comprise the
remainder of the variance. In each case, the Company has
provided the material items representing the changes from
period to period in accordance with Instruction 4 to Item 303
of Regulation S-K and SEC Interpretive Releases 33-6835 and
33-8350. With respect to the $208 million explanation for the
$148 million increase in other operations and maintenance
expense in 2004 is offset by the $60 million reversal of the
regulatory liability related to Plant Daniel described in the
2003 explanation. This was not explicitly stated in the 2004
explanation. Where applicable, we will clarify this
explanation in future filings. We believe that we do explain
the reasons for changes in the subcomponents of income
statement line items. In the case described in your comment,
the income statement line item is other operations and
maintenance expense. The subcomponents are other production
expense, administrative and general expenses, transmission and
distribution expenses, and the Plant Daniel regulatory
liability. Employee benefits, shared services expenses and
property insurance further break down the subcomponent and
provide the reason for the changes in administrative and
general expenses.

Securities and Exchange Commission
April 25, 2006
Page 5

Consolidated Balance Sheets, page II-39

SEC COMMENT:

4. Please tell us the type and amounts of equity method
investments you hold. Explain whether they are predominantly
the section 29 tax credit entities. Tell us the amount and
classification of such investments on your balance sheet. If
such entity is a subsidiary, explain why it is not
consolidated. If a SPE has been formed in connection with
obtaining the section 29 tax credits, explain what
consideration you gave to FIN 46R in determining whether such
entity should be consolidated. Your Consolidated Statement of
Cash Flows reflects investing cash outflows for what we
presume are increases in investments in unconsolidated
subsidiaries for the three years ended December 31, 2005. It
appears equity method losses could be significant pursuant to
Rule 1-02(w) of Regulation S-X. To the extent equity method
investments are related to synthetic fuel operations tell us
how you include any section 29 tax credits in the test. In
this regard, please advise the necessity of providing
summarized financial information pursuant to Rule 4-08(g) of
Regulation S-X. Lastly, please explain to us if there are any
differences between the amount at which an investment is
carried and the amount of underlying equity in net assets and,
if applicable, the accounting treatment of the difference.

SOUTHERN COMPANY RESPONSE:

With regard to the type and amounts of equity method
investments we hold:

Securities and Exchange Commission
April 25, 2006
Page 6

- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
Percent Total Investment at
Equity Method Entity Ownership Registrant Type of Business per 12/31/2005
Registrant (in millions)
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------

Clairton 1314B, LP 14.67 Southern Company Coke Production $ 16.9
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
Carbontronics Synfuels 24.98 Southern Company Synfuel Production 9.0
Investors, LP
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
AFP Holdings LLC 30.0 Southern Company Synfuel Production 10.5
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
Envirotech Investment Fund, 9.9 Southern Company Energy Related 0.2
LP Venture Capital Fund
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
NuStart Energy Development, 12.5 Southern Company Nuclear plant 0.0
LLC licensing project
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
Various Trust Entities 100 Alabama Power Company Issuance of $9.3
Preferred Securities
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
100 Georgia Power Company Issuance of 29.4
Preferred Securities
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
100 Gulf Power Company Issuance of 2.2
Preferred Securities
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
100 Mississippi Power Issuance of 1.1
Company Preferred Securities
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
100 Southern Company Issuance of 19.0
Preferred Securities
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
Total Trusts 61.0
----
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------
Total $ 97.6
======
- ------------------------------ -------------- ---------------------- ---------------------- ---------- ---------------

The investments in equity method entities are included in
Other Property and Investments - Other on our Consolidated
Balance Sheets. Our investments in the synfuel production
entities, the coke production partnership, the venture capital
fund and the nuclear plant licensing project are not
consolidated because we own less than 50% of these entities
and exercise significant influence but not control over their
financial and operating policies. Our analysis of the coke and
synfuel

Securities and Exchange Commission
April 25, 2006
Page 7

production entities under FIN 46R concluded that these
investments met the business exception under paragraph 4h. We
are not the primary beneficiary or the majority investor in
the venture capital fund entity or the nuclear plant licensing
entity. Additionally, as a result of our adoption of FIN 46R,
the trusts issuing preferred securities were deconsolidated as
we are not the primary beneficiary of those trusts as
disclosed in Notes 1 and 6 to the financial statements of the
Form 10-K.

Our equity method losses were $119 million, $95 million and
$99 million for the years ended December 31, 2005, 2004 and
2003, respectively. Based on our tests pursuant to Rule
1-02(w) of Regulation S-X, these amounts represent, on an
aggregate basis, 5.16%, 4.29% and 4.49% of income from
continuing operations before income taxes, extraordinary items
and cumulative effect of a change in accounting principle in
the years 2005, 2004 and 2003, respectively. The Section 29
tax credits are a component of income tax expense in the
Consolidated Statements of Income and we believe are
appropriately excluded from the Rule 1-02(w) calculations.
None of the equity method entities met the test on an
individual basis. Had these tax credits been considered, the
results would have been the same. Based on the results of our
tests, disclosure of the summarized financial information
pursuant to Rule 4-08(g) of Regulation S-X is not required on
either an individual investment basis or in the aggregate.

There are no material differences between the amount at which
an investment is carried and the amount of underlying equity
in net assets of the equity method entity.

Note 1. Summary of Significant Accounting Policies, page II-45

Regulatory Assets and Liabilities, page II-46

SEC COMMENT:

5. Please explain to us the nature of the asset retirement asset
versus the liability. If applicable, you should distinguish
between legal ARO required to be accrued under SFAS no. 143
versus non-legal obligations for which rate recovery has been
previously provided. Also, please explain by major regulatory
jurisdiction how ARO costs are recovered. Please tell us
whether you defer any portion of the interest accretion or
additional depreciation that resulted from application of SFAS
no. 143.

Securities and Exchange Commission
April 25, 2006
Page 8

SOUTHERN COMPANY RESPONSE:

The regulatory asset and regulatory liability relating to
asset retirement obligations represents the timing difference
between the recognition of SFAS No. 143 depreciation and
accretion and the collection of ARO costs included in cost of
service. Currently, Georgia Power, Mississippi Power and
Savannah Electric are in a net regulatory asset position and
Alabama Power and Gulf Power are in a net regulatory liability
position. Jurisdictional regulatory guidance provides
accounting instruction for any remaining balances in these
regulatory accounts following retirement of the asset.

Asset retirement costs not within the scope of SFAS No. 143
(non-legal asset retirement costs) are accounted for
separately from legal asset retirement obligations which are
within the scope of SFAS No. 143. Non-legal asset retirement
costs are recovered through rates and reflected in "Other cost
of removal" as a regulatory liability on the balance sheet.

Recovery of ARO Costs - Alabama Power, Georgia Power, Gulf
Power, Mississippi Power and Savannah Electric
ARO costs are recovered through cost of service as a component
of depreciation or allowances. Accretion and depreciation
related to SFAS No. 143 are deferred in a regulatory account
and are offset by ARO costs collected in depreciation rates.
Any difference between calculated ARO requirements per SFAS
No. 143 and amounts allowed in rates for these obligations are
recorded as regulatory assets and liabilities as authorized by
the respective state public service commissions (PSCs) and are
expected to be recovered based on actual removal costs
incurred. These commissions allow for the recovery of all
prudent costs associated with these legal asset retirement
activities.

SEC COMMENT:

6. Regulatory assets are very significant to your balance sheet.
Prospectively, please ensure that you adhere to the disclosure
requirements of paragraph 20 of SFAS no. 71. If recovery of
your regulatory assets is provided without a return, or a
return not characteristic of the cost of capital, you should
disclose the amounts of such assets and the remaining recovery
period applicable to them.

Securities and Exchange Commission
April 25, 2006
Page 9

SOUTHERN COMPANY RESPONSE:

Paragraph 20 of SFAS No. 71 requires the disclosure of all
regulatory assets that are not allowed to earn a return on
investment including the remaining amounts to be amortized and
the remaining period applicable to them. All of Southern
Company's regulatory assets and liabilities earn a return as
they are all to be reflected in rates and in no instance has a
PSC disallowed a return on regulatory assets or liabilities.
This is currently disclosed in the last sentence of the
"Regulatory Assets and Liabilities" section of Note 1 to the
financial statements of the Form 10-K; therefore, we believe
no additional disclosure is currently required. Should
circumstances change, we would add any necessary disclosures.

Leveraged Leases, page II-51

SEC COMMENT:

7. It appears you enter into leverage leases as either the
owner-lessor or lessee-user of the asset. If our understanding
is incorrect, please clarify it. To the extent you are the
owner-lessor, you should consider providing disclosure as to
the relative credit quality of the various lessees. This may
be done in the footnote or MD&A. In this regard, explain to us
how you evaluate impairment for your investment where you are
the owner-lessor.

SOUTHERN COMPANY RESPONSE:

Indirect wholly owned subsidiaries of Southern Company have
entered into seven transactions as owner-lessor that meet the
requirements of SFAS No. 13 for leveraged lease accounting. On
an annual basis, for each leveraged lease investment Southern
Company performs a formal impairment analysis and a formal
analysis of estimated residual value and all other important
assumptions affecting estimated total net income from each
lease pursuant to SFAS No. 13 paragraph 46. Items reviewed
during this process include lessee credit rating or credit
rating of entities purchasing power from the facilities, as
applicable. We also determine whether there have been changes
in technology, operational issues, and changes in laws or
regulations which could impact our investments. In addition,
Southern Company monitors our leveraged lease investments and
any potential impairment indicators on a continuous basis
throughout the year by reviewing monthly and/or quarterly
results of operations and discussing ongoing issues with
lessees. Currently, the credit risk associated with these
investments is minimal because the lessees and, where
applicable, purchasers of power produced

Securities and Exchange Commission
April 25, 2006
Page 10

at these facilities have maintained investment grade credit
ratings. Four of the most significant lessees are required to
post collateral in the event their credit rating falls below
A- during the lease term. Should these circumstances change in
the future, we will disclose information regarding credit
quality of these counterparties.

Note 2. Retirement Benefits, page II-53

SEC COMMENT:

8. Please explain to us how you calculate your market-related
value of plan assets as discussed in paragraph 30 of SFAS 87.
Since you have a choice and the method by which you calculate
market-related value can have an impact on net income, it
should be disclosed as an accounting policy.

SOUTHERN COMPANY RESPONSE:

The market-related value of assets is equal to the difference
between the market value of assets and unamortized asset gains
and losses from prior years. Asset gain/losses are identified
for each year as the difference between expected and actual
asset return. Each year's asset gains and losses are
recognized over a five-year period. This method is consistent
with paragraph 30 of SFAS No. 87, as it presents a calculated
value that recognizes changes in fair value in a systematic
and rational manner over not more than five years. SFAS No.
87, Par. 261, Illustration 4 details such a calculation. This
information will be disclosed in the Form 10-K in future
filings.

Note 6. Financing

Financial Instruments, page II-69

SEC COMMENT:

9. Please help us understand the extent to which you enter into
derivative contracts to hedge risk associated with purchases
or sales that would qualify as normal under SFAS no. 133. Tell
us the amount of such fair value adjustments that are included
in regulatory assets/liabilities versus net income. Tell us
the amount of cash flow hedge fair value adjustments included
in regulatory assets/liabilities that, absent probability of
rate recovery, would be classified in other comprehensive
income. On this point, please specifically advise how the MTM

Securities and Exchange Commission
April 25, 2006
Page 11

adjustments relating to your interest rate swaps and options
have been included in the income statement, balance sheet or
statement of other comprehensive income. In this regard, we do
not note any apparent regulatory liability associated with
such instruments based on the descriptions of regulatory items
on page II-46. In this regard, you may want to reconcile the
amount of "Regulatory liabilities, net" of $103.4 million with
the related items and captions in your listing of regulatory
assets and liabilities on page II-46. Finally, your basis for
netting the regulatory assets and liabilities on page II-69
given the probability that regulatory assets may be in
different jurisdictions that regulatory liabilities should be
explained to the staff.

SOUTHERN COMPANY RESPONSE:

To facilitate our response to the above comment we have
identified six sub-comments and will address each separately.

a) Use of "Normal" Contracts

Southern Company and its subsidiaries review contracts for the
physical sale or purchase of energy related products, and when
deemed to meet the definition of a derivative will designate
the contract as "normal" under SFAS No. 133, or designate it
as a hedge if the intent is to actually hedge and the
requirements of SFAS No. 133 are met. These physical contracts
can be split into three broad categories:

1. Structured/long-term contracts for the physical
purchase/sale of a commodity in the normal course of
business that do not meet the definition of a
derivative.
2. Structured/long-term contracts for the physical
purchase/sale of a commodity in the normal course of
business that meets the definition of a derivative,
and thus are designated as "normal". The extent of
such "normal" contracts is very limited, and pertains
to only a few certain types of contracts as follows:
i. electric contracts - where a notional amount
of energy is stated and the contract is for
the physical supply of electric within the
normal limits of the subsidiary's generating
capacity;
ii. coal contracts - occasionally Southern
Company uses over-the-counter New York
Mercantile Exchange (NYMEX) look-a-like coal
contracts for short-term coal requirements
which have stated notional amounts for
physical delivery;

Securities and Exchange Commission
April 25, 2006
Page 12

iii. emission allowance contracts - occasionally
certain subsidiaries enter into a forward
contract for the purchase of a fixed number
of emission allowances that are required by
the subsidiary in order to meet its quota of
allowances to support the SO2 emissions; and
iv. uranium contracts - the nuclear plants
require uranium as part of the generation
process.
3. Marketed and traded physical derivative instruments
that are used to fix short-term forward sales of
electricity are used, but are designated as hedges of
forecasted electric sales as opposed to being
designated as "normal" contracts.

As part of the process of analyzing whether a contract is
designated as "normal", Southern Company initially reviews the
contract to determine if it meets the definition of a
derivative per SFAS No. 133. Once it is determined the
contract meets the definition of a derivative, Southern
Company will carry out a review of the "normal" requirements
per SFAS No. 133 paragraphs 10 and 58(b), if applicable. As
part of Southern Company's review, it will consider the
quantities stated in the contract and whether they are within
the quantities normally contracted for, used or sold, as well
as whether the commodities will be physically delivered.

b) Fair Value Adjustments in Regulatory Assets/Liabilities

Southern Company has five retail operating company
subsidiaries that are regulated by state PSCs, and in addition
has two other subsidiaries that also enter into derivatives to
hedge commodity price risk. Each retail operating company has
a commodity hedging program approved by its respective PSC. As
such, substantially all of the marked to market ("MTM")
adjustments for commodity related hedges are recorded as
regulatory assets/liabilities. Southern Company has a very
limited portfolio of commodity related derivatives that are
not designated as hedges, due to them either not meeting hedge
criteria, or being used for price discovery instead of
hedging; additionally, there are some commodity cash flow
hedges utilized by Southern Company's subsidiaries for the
forecasted purchases of natural gas and/or forecasted sales of
electric provided the requirements of SFAS No. 133 are met.
Southern Company does not engage in trading of a speculative
nature.

Securities and Exchange Commission
April 25, 2006
Page 13

c) Hedge Treatment Absent Rate Recovery

At December 31, 2005, the amount of fair value adjustments
recorded in regulatory assets/liabilities for commodity hedges
was $103.4 million. If these hedges were not approved by the
PSC, then they would meet cash flow hedge accounting criteria
and be marked to market in other comprehensive income. Of the
$103.4 million, only a very few hedges (less than $100,000 in
fair value at December 31, 2005) would be marked to market
through net income.

d) Interest Rate Swaps and Options

Southern Company and its subsidiaries utilize interest rate
swaps and options that qualify for fair value or cash flow
hedge accounting; there is no separate regulatory treatment.
As such there are no interest rate derivative fair value
adjustments recorded in the regulatory asset/liability
accounts disclosed in Note 1 to the financial statements on
page II-46 of the Form 10-K.

Therefore, the MTM adjustments relating to such interest rate
hedges are recorded as follows:
o The fair value hedges are recorded as derivative
assets or liabilities in the balance sheet with the
MTM adjustment recorded in net income. The MTM
adjustment for the related hedged debt is also
recorded in net income.
o For cash flow hedges, the derivatives are recorded as
derivative assets or liabilities, with the MTM
adjustment recorded in other comprehensive income,
which is reclassified to net income in the same
period in which the hedged forecasted interest
affects income.

e) Reconciliation

The $103.4 million of net hedge liabilities disclosed in Note
6 to the financial statements on page II-69 of the Form 10-K
can be reconciled to the $116 million regulatory liability for
fuel hedges disclosed in Note 1 to the financial statements on
page II-46 of the Form 10-K as follows:

Regulatory liabilities, net (per page II-69) $103.4
Fuel hedging regulatory assets * 12.7
------
Fuel hedging regulatory liabilities (per page II-46) $116.1
-----

* Included in Note 1 to the financial statements under
"Other assets"

Securities and Exchange Commission
April 25, 2006
Page 14

f) Netting

Each retail operating company subsidiary has its own portfolio
of fuel hedges that are in and/or out of the money resulting
in a regulatory hedge loss (asset) and/or a regulatory hedge
liability (gain). The gross gains and losses are recorded in
the balance sheet accounts. Each retail operating company has
an approved hedging program with its respective PSC that is
controlled and monitored. At December 31, 2005 and 2004, each
retail operating company had a net regulatory hedge liability,
and thus the aggregation of these net liabilities on page
II-69 does not result in any netting of a net regulatory asset
in one jurisdiction with a net regulatory liability in another
jurisdiction.

The table in Note 6 to the financial statements on page II-69
of the Form 10-K was designed to illustrate that significantly
all the commodity hedges are subject to regulatory accounting,
as opposed to being marked to market through other
comprehensive income or net income.

Note 8. Common Stock, page II-72

SEC COMMENT:

10. You reference the fact that all options granted under the
plans had an exercise price equal to the market value on the
date of grant. In this regard, we note no stock compensation
tax related items in your Consolidated Statements of
Stockholders' Equity. Please explain to us how you classify
the tax benefit on non-compensatory options grants; especially
when the grant involves non-qualified options. Please explain
how you classify the tax benefit regarding the exercise of
non-qualifying stock options or disqualifying dispositions, if
applicable.

SOUTHERN COMPANY RESPONSE:

Southern Company does not issue any non-compensatory stock
options. All stock options granted are non-qualified stock
options issued to employees. As disclosed in Note 1 to the
financial statements, the Company follows APB No. 25 as
allowed under SFAS No. 123 and does not recognize any
compensation expense upon grant. The tax benefit received upon
exercise of the stock options is recorded as an equity
transaction as required by SFAS No. 123.

Securities and Exchange Commission
April 25, 2006
Page 15

At the Southern Company level, the tax benefit received from
the exercise of stock options is included in the line item
"stock issued" in the Statement of Common Stockholders' Equity
since it relates to the issuance of shares of Southern Company
stock. For the year ended December 31, 2005 the tax benefit
from stock option exercises totaled $50 million and is
included in the $216 million total paid-in capital. For each
of the years ended December 31, 2003 and 2004, the tax benefit
was $30 million and $31 million, respectively. An amount equal
to the tax benefit received from the exercise of stock options
is contributed from the parent company to the subsidiary whose
employee exercised the option. Therefore, in the subsidiaries'
Statements of Common Stockholder's Equity, these amounts are
included in the line item "capital contributions from parent
company".

Alabama Power Company Form 10-K for the year ended December 31, 2005

Note 6. Financing, H-123

SEC COMMENT:

11. Please explain and prospectively disclose the pertinent rights
and privileges of any securities outstanding. In this regard,
we assume a liquidation preferences may exist with your
preferred stock. See SFAS no. 129.

SOUTHERN COMPANY RESPONSE:

Alabama Power currently has preferred stock, Class A preferred
stock and common stock outstanding. Alabama Power's preferred
stock and the Class A preferred stock, without preference
between classes, rank senior to Alabama Power's common stock
with respect to payment of dividends and voluntary or
involuntary dissolution. Certain series of the preferred stock
and Class A preferred stock are subject to redemption after a
specified date and, in some cases, are entitled to receive a
make-whole premium. Alabama Power will prospectively disclose
these and other matters required by SFAS No. 129 to the extent
applicable.

Securities and Exchange Commission
April 25, 2006
Page 16

Georgia Power Company Form 10-K for the year ended December 31, 2005

Statements of Cash Flows, page II-153

SEC COMMENT:

12. Explain to us why you have recorded construction payables as a
component of the net cash used for investing activities.

SOUTHERN COMPANY RESPONSE:

Paragraph 15 of SFAS No. 95 defines acquiring property, plant
and equipment as an investing activity. Examples of cash
outflows for investing activities are provided in paragraph
17c of SFAS No. 95 and include payments at the time of
purchase or soon before or after purchase to acquire property,
plant and equipment and other productive assets. The amounts
included in the investing activities section of Georgia
Power's Statements of Cash Flows on the line item "Change in
construction payables, net of joint owner portion" are amounts
recorded but not yet paid to acquire property, plant and
equipment. We believe that these amounts are properly included
as a reconciling item to accurately reflect property additions
in the investing activities section as required by paragraph
17c of SFAS No. 95.

Gulf Power Company Form 10-K for the year ended December 31, 2005

Statements of Cash Flows, page II-209

SEC COMMENT:

13. We reissue our prior comment twelve regarding construction
payables.

SOUTHERN COMPANY RESPONSE:

Securities and Exchange Commission
April 25, 2006
Page 17

"Construction payables" are amounts recorded but not yet paid
to acquire property, plant and equipment. We believe that
these amounts are properly included as a reconciling item to
accurately reflect property additions in the investing
activities section as required by paragraph 17c of SFAS No.
95.

Note 6 - Financing, page II-228

SEC COMMENT:

14. We reissue our prior comment eleven regarding your securities
outstanding.

SOUTHERN COMPANY RESPONSE:

Gulf Power currently has preference stock and common stock
outstanding. Gulf Power's preference stock ranks junior to
Gulf Power's preferred stock (of which none is currently
outstanding) and senior to Gulf Power's common stock with
respect to the payments of dividends and distribution of
assets upon Gulf Power's liquidation, dissolution or winding
up. The outstanding preference stock is subject to redemption
after a specified date. Gulf Power will prospectively disclose
these and other matters required by SFAS No. 129 to the extent
applicable.

Mississippi Power Company Form 10-K for the year ended December 31, 2005

Statements of Cash Flows, page II-258

SEC COMMENT:

15. We reissue our prior comment twelve regarding construction
payables.

SOUTHERN COMPANY RESPONSE:

Paragraph 15 of SFAS No. 95 defines acquiring property, plant
and equipment as an investing activity. Examples of cash
outflows for investing activities are provided in paragraph
17c of SFAS No. 95 and include payments at the time of
purchase or soon before or after purchase to acquire property,
plant and equipment and other productive assets. The amounts
included in the investing activities section of Mississippi
Power's Statements of Cash Flows on the line item
"Construction payables" are amounts recorded but not yet paid
to acquire property, plant and equipment. We believe that
these amounts are properly included as a reconciling item to
accurately reflect property additions in the

Securities and Exchange Commission
April 25, 2006
Page 18

investing activities section as required by paragraph 17c of
SFAS No. 95.

SEC COMMENT:

16. You indicate in your sources of capital discussion on page
II-251 that the company had outstanding $152 million in
commercial paper notes. Please reconcile this to the amount
reported on the balance sheet and statements of cash flows of
$202,124. Also, please explain whether the reported amounts
are affiliate borrowings.

SOUTHERN COMPANY RESPONSE:

In addition to the $152 million outstanding commercial paper
on December 31, 2005, Mississippi Power had $50 million
outstanding under a credit agreement described in greater
detail in Note 6 to the financial statements on page II-276 of
the Form 10-K. Note 6 to the financial statements also
references $326 million of committed credit agreements with
banks, of which $276 million remains unused. As described in
the MD&A on page II-251 of the Form 10-K, Mississippi Power's
commercial paper program is administered by an affiliate
entity organized to issue and sell commercial paper and
extendible notes at the request and for the benefit of
Mississippi Power and the other retail operating companies.
The $152 million was borrowed through this affiliate entity.

Note 6 - Financing, page II-278

SEC COMMENT:

17. We reissue our prior comment eleven regarding your securities
outstanding.

SOUTHERN COMPANY RESPONSE:

Mississippi Power currently has preferred stock, depositary
preferred stock (each share of depositary preferred stock
representing one-fourth of a share of preferred stock) and
common stock outstanding. Mississippi Power's preferred stock
and the depositary preferred stock (proportionately), without
preference between classes, rank senior to Mississippi Power's
common stock with respect to payment of dividends and
voluntary or involuntary dissolution. Certain series of the
preferred stock and depositary preferred stock are subject to
redemption after a specified date and, in some cases, are
entitled to receive a make-whole

Securities and Exchange Commission
April 25, 2006
Page 19

premium. Mississippi Power will prospectively disclose these
and other matters required by SFAS No. 129 to the extent
applicable.

Savannah Electric and Power Company Form 10-K for the year ended December 31,
2005

Note 6 - Financing, page II-326

SEC COMMENT:

18. We reissue our prior comment eleven regarding your securities
outstanding.

SOUTHERN COMPANY RESPONSE:

Savannah Electric currently has preferred stock and common
stock outstanding. Savannah Electric's preferred stock ranks
senior to Savannah Electric's common stock with respect to
payment of dividends and voluntary or involuntary dissolution.
Savannah Electric's outstanding preferred stock is subject to
redemption after a specified date. Savannah Electric, or
Georgia Power following the merger, will prospectively
disclose these and other matters required by SFAS No. 129 to
the extent applicable.

Southern Power Company Form 10-K for the year ended December 31, 2005

Statements of Cash Flows, page II-349

SEC COMMENT:

19. We reissue our prior comment twelve regarding construction
payables.

SOUTHERN COMPANY RESPONSE:

Securities and Exchange Commission
April 25, 2006
Page 20

"Change in construction payables, net" are amounts recorded
but not yet paid to acquire property, plant and equipment. We
believe that these amounts are properly included as a
reconciling item to accurately reflect property additions in
the investing activities section as required by paragraph 17c
of SFAS No. 95.

Note 2. Contingencies and Regulatory Matters, page II-356

Oleander Acquisition, page II-357

SEC COMMENT:

20. Please tell us how you have accounted for the Oleander
acquisition. Explain to us how you evaluated the transaction
under SFAS no. 141. Please be detailed in your response.

SOUTHERN COMPANY RESPONSE:

Southern Power has accounted for the acquisition of all of the
partnership interests in Oleander Power Project L.P.
(Partnership Interests) as a business combination under SFAS
No. 141 because the Partnership Interests acquired are
considered equity interests of one or more other entities, and
control was obtained. This accounting evaluation is based on
SFAS No. 141 and Regulation S-X Rule 11-01(d), and is
described in detail below.

SFAS No. 141 "Business Combinations" is the accounting
guidance for business combinations and provides the guidance
for determining whether an acquisition is an asset acquisition
or a business acquisition. Paragraph 9 states:

"For purposes of applying this Statement, a business
combination occurs when an entity acquires net assets
that constitute a business* or acquires equity
interests of one or more other entities and obtains
control over that entity or entities.

*EITF Issue No. 98-3, "Determining Whether a
Non-monetary Transaction Involves Receipt of
Productive Assets or of a Business", provides
guidance on determining whether an asset group
constitutes a business."

The term "equity interests" is also used in paragraph 51(d) of
SFAS No. 141, and provides examples of equity interests as
follows:

Securities and Exchange Commission
April 25, 2006
Page 21

"The cost of the acquired entity and, if applicable,
the number of shares of equity interests (such as
common shares, preferred shares, or partnership
interests) issued or issuable, the value assigned to
those interests, and the basis for determining that
value".

Because all of the Partnership Interests were acquired and
such interests are considered equity interests, the
acquisition met both conditions in paragraph 9 above, and thus
meets the definition of a business combination.

Rule 11-01(d) of Regulation S-X also provides guidance on what
constitutes a business. This rule essentially states that even
when a lesser component of an entity is purchased, it will
still be considered a business purchase if the nature of the
revenue-producing activity of the component remains generally
the same as before the purchase transaction. As the physical
assets and the customer contracts were retained in the case of
the Oleander acquisition, the revenue-producing activity
remained essentially unchanged, and therefore the subject
assets are a business.

Recording of the Transaction-Accounting as a Business
Acquisition

Based on an independent appraisal by a nationally recognized
expert of the business acquired, the $218 million dollar
purchase price was assigned to components of working capital
and to property, plant and equipment. Components of working
capital including receivables, payables, inventory and fuel
oil inventory were stated at the best estimate of fair market
value. The net working capital value was approximately $12
million, with the balance of the purchase price ($206 million)
assigned to property, plant and equipment.

The independent appraiser also performed an extensive analysis
of the two PPAs that were acquired with the business to
determine the existence of any intangible assets or
liabilities/commitments. Both market comparison information
(as much as was available due to proprietary restrictions) and
discounted cash flow models were used in the analysis for
intangibles.

This analysis indicated the PPAs were at market value and
therefore no intangible assets or liabilities were recorded
pursuant to SFAS No. 141 Paragraph 39 and Paragraph 37(k),
respectively.

Consideration of Materiality or Significance under Rule 3-05
Regulation S-X The three tests required under Rule 3-05 of
Regulation S-X (S. 210.1-02(w) and

Securities and Exchange Commission
April 25, 2006
Page 22

S. 210.3-05) were performed. Although the acquisition was
significant (i.e., greater than 10%), none of the tests
(purchase price, total assets, or pre-tax income) approached
the 20% threshold for inclusion of financial statements.

Consideration of Required Disclosures per SFAS 141
All disclosures required per paragraphs 51-57 of SFAS No. 141
were included with the 2005 Southern Power Company Form 10-K
as filed (Page II-357).

* * * * * *

In connection with the above responses to the Commission's comments,
the Company hereby acknowledges that:

o we are responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any
action with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

We appreciate the assistance the Staff has provided with its comments
on the Form 10-K. We will be pleased to respond promptly to any requests for
additional information or material that we may provide in order to facilitate
your review.

Please direct any further questions or comments you may regarding this
filing to the undersigned at (404) 506-6641, to Jan Hodnett at (404) 506-6709 or
to Wayne Boston at (404) 506-7146.

Very truly yours,

/s/W. Ron Hinson