SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by
ALABAMA POWER COMPANY
(the "Company")
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
and was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48.
Item 1. Type of security or securities.
Series Q 5.50% Senior Notes due October 15, 2017 (the "Series
Q Notes")
Series R 4.70% Senior Notes due December 1, 2010 (the "Series
R Notes" and, together with the Series Q Notes, the "Notes")
Item 2. Issue, renewal or guaranty.
Issue
Item 3. Principal amount of each security.
Series Q Notes: $100,000,000
Series R Notes: $100,000,000
Item 4. Rate of interest per annum of each security.
Series Q Notes: 5.50%
Series R Notes: 4.70%
Item 5. Date of issue, renewal or guaranty of each security.
November 26, 2002
Item 6. If renewal of security, give date of original issue.
Not Applicable
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Item 7. Date of maturity of each security.
Series Q Notes: October 15, 2017
Series R Notes: December 1, 2010
Item 8. Name of person to whom each security was issued, renewed or
guaranteed.
Series Q Notes:
The Company issued and sold the Series Q Notes to Goldman
Sachs & Co., ABI Capital Management LLC and Credit Lyonnais
Securities (USA) Inc., as the Underwriters, pursuant to an
Underwriting Agreement dated November 20, 2002.
Series R Notes:
The Company issued and sold the Series R Notes to Goldman
Sachs & Co., Morgan Stanley & Co. Incorporated and Credit
Lyonnais Securities (USA) Inc., as the Underwriters,
pursuant to an Underwriting Agreement dated November 20, 2002.
Item 9. Collateral given with each security, if any.
None
Item 10. Consideration received for each security.
Series Q Notes: $101,820,000 (101.82% of the principal amount)
Series R Notes: $99,715,000 (99.715% of the principal amount)
Item 11. Application of proceeds of each security.
Series Q Notes:
The proceeds from the sale of the Series Q Notes will be
applied by the Company to redeem all of its Series E 6.25%
Senior Notes due September 30, 2010 currently outstanding in
the aggregate principal amount of $99,562,000 at a redemption
price of 100% of the principal amount thereof plus accrued
interest and for other general corporate purposes.
Series R Notes:
The proceeds from the sale of the Series R Notes will be
applied by the Company to redeem all of its Series F 6.375%
Senior Insured Quarterly Notes due September 30, 2018
currently outstanding in the aggregate principal amount of
$96,791,000 at a redemption price of 100% of the principal
amount thereof plus accrued interest and for other general
corporate purposes.
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Item 12. Indicate by a check after the applicable statement below
whether the issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of:
a. the provisions contained in the first sentence of Section 6(b)___
b. the provisions contained in the fourth sentence of Section
6(b)___
c. the provisions contained in any rule of the Commission other than
Rule U-48_X_
Item 13. Not Applicable.
Item 14. Not Applicable.
Item 15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48, designate the rule under
which exemption is claimed.
Rule 52
Date: November 26, 2002 ALABAMA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary