Item 3.02. Unregistered Sales of Equity Securities.
On July 11, 2008, Alabama Power Company issued to The Southern
Company, in a private placement, 1,875,000 shares of Alabama Power Company's
common stock, $40.00 par value per share, for an aggregate purchase price of
$75,000,000. There were no underwriting discounts or commissions. The issuance
to The Southern Company was exempt from registration under the Securities Act of
1933, as amended (the "Act"), pursuant to Section 4(2) of the Act because it was
a transaction by an issuer that did not involve a public offering.
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