8-K

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)October 28, 2009

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-3526	The Southern Company (A Delaware Corporation) 30 Ivan Allen Jr. Blvd., N.W. Atlanta, Georgia 30308 (404) 506-5000	58-0690070
1-3164	Alabama Power Company (An Alabama Corporation) 600 North 18th Street Birmingham, Alabama 35291 (205) 257-1000	63-0004250
1-6468	Georgia Power Company (A Georgia Corporation) 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308 (404) 506-6526	58-0257110
0-2429	Gulf Power Company (A Florida Corporation) One Energy Place Pensacola, Florida 32520 (850) 444-6111	59-0276810
001-11229	Mississippi Power Company (A Mississippi Corporation) 2992 West Beach Gulfport, Mississippi 39501 (228) 864-1211	64-0205820
333-98553	Southern Power Company (A Delaware Corporation) 30 Ivan Allen Jr. Blvd., N.W. Atlanta, Georgia 30308 (404) 506-5000	58-2598670

The names and addresses of the registrants have not changed since the last report.

This combined Form 8-K is furnished separately by six registrants: The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Southern Power Company. Information contained herein relating to each registrant is furnished by each registrant solely on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

The information in this Current Report on Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibits attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On October 28, 2009, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the periods ended September 30, 2009. A copy of this release is being furnished as Exhibit 99.01 to this Current Report on Form 8-K. In addition, certain additional information regarding the financial results for the three months and nine months ended September 30, 2009 is being furnished as Exhibits 99.02 through 99.07 to this Current Report on Form 8-K.

Use of Non-GAAP Financial Measures

Exhibits 99.01, 99.02 and 99.03 to this Current Report on Form 8-K, in addition to including earnings and earnings per share in accordance with generally accepted accounting principles (“GAAP”) for the nine months ended September 30, 2009, also include earnings and earnings per share for such period excluding the charge related to a settlement agreement with MC Asset Recovery, LLC (“MCAR”) to resolve litigation arising out of the 2003 bankruptcy of Mirant Corporation (“Mirant”), a Southern Company subsidiary until its April 2001 spin-off.  The charge related to the settlement agreement with MCAR significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2009, and significant charges related to the Mirant spin-off are not expected to occur in the future.  In addition, Exhibits 99.01, 99.02 and 99.03 also include earnings and earnings per share for the nine months ended September 30, 2008 excluding a significant charge related to the application of Financial Accounting Standards (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” and FASB Staff Position No. 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” to Southern Company’s tax treatment of investments in leveraged leases. The charge related to Southern Company’s tax treatment of investments in leveraged leases significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2008, and such charges are not expected to occur on a regular basis.  Accordingly, Southern Company believes the presentation of earnings and earnings per share excluding the Mirant settlement and the leveraged lease charges is useful to investors because it provides investors with additional information to evaluate the performance of Southern Company’s ongoing business activities.  Southern Company management also uses earnings and earnings per share excluding these charges to evaluate the performance of Southern Company’s ongoing business activities.  The presentation of this additional information is not meant to be considered a substitute for financial measures prepared in accordance with GAAP.

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Exhibits

The exhibits hereto contain business segment information for Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Southern Power Company. Accordingly, this report is also being furnished on behalf of each such registrant.

The following exhibits relate to the periods ended September 30, 2009:

Exhibit 99.01	Press Release.
Exhibit 99.02	Financial Highlights.
Exhibit 99.03	Significant Factors Impacting EPS.
Exhibit 99.04	EPS Earnings Analysis.
Exhibit 99.05	Consolidated Earnings.
Exhibit 99.06	Kilowatt-Hour Sales.
Exhibit 99.07	Financial Overview.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:     October 28, 2009	THE SOUTHERN COMPANY
	By                /s/W. Ron Hinson                        W. Ron Hinson                        Comptroller
	ALABAMA POWER COMPANY GEORGIA POWER COMPANY GULF POWER COMPANY MISSISSIPPI POWER COMPANY SOUTHERN POWER COMPANY
	By                 /s/Melissa K. Caen                          Melissa K. Caen                        Assistant Secretary

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EX-99.01

Exhibit 99.01

News

Media Contact:	Terri Cohilas
	404-506-5333 or 1-866-506-5333
	media@southerncompany.com
	www.southerncompany.com

Investor Relations Contact:

        Glen Kundert

        404-506-5135

        gakunder2@southernco.com

Oct. 28, 2009

Southern Company reports third quarter earnings

ATLANTA – Southern Company (NYSE: SO) today reported third quarter earnings of $790.0 million, or 99 cents a share, compared with $780.4 million, or $1.01 a share, in the same period a year ago.

For the nine months ended Sept. 30, Southern Company’s earnings were $1.39 billion, or $1.77 a share, compared with $1.56 billion, or $2.02 a share, for the same period a year ago. Excluding certain items described below, Southern Company earned $2.02 a share for the first nine months of 2009, compared with $2.11 a share for the same period in 2008.

Earnings for the nine-month period ended Sept. 30, 2009, included a charge of 25 cents a share related to a settlement agreement with MC Asset Recovery (MCAR) LLC to resolve a lawsuit arising out of the 2003 bankruptcy of Mirant Corp., a Southern Company subsidiary until its 2001 spin-off. Earnings for the nine months ended Sept. 30, 2008, included a charge of 9 cents per share related to tax issues on three leveraged-lease investments from the 1990s, when Southern Company pursued development of international energy projects.

Revenues for the third quarter were $4.68 billion, compared with $5.43 billion in the same period a year ago, a 13.7 percent decrease. For the first nine months of the year, revenues totaled $12.23 billion, compared with $13.32 billion in the same period a year ago, a decrease of 8.2 percent.

Significantly cooler than average weather for the period and the weak economy continued to have a negative impact on earnings in the third quarter, as evidenced by a decrease in electricity usage and sales, and flat customer growth. Industrial sales sustained the greatest impact, dropping 9.6 percent in the third quarter, compared with the third quarter last year. Other negative drivers included decreased revenues from commercial and industrial market-response rates and an increase in the number of Southern Company shares outstanding.

“While the economy continues to take its toll, we are seeing signs of stabilization and what may be the beginnings of recovery in certain sectors in our region. We realized an 11 percent increase in industrial sales over the second quarter of 2009,” said Southern Company Chief Executive Officer David M. Ratcliffe. “Most importantly, our employees continue to manage through this recession and provide our customers with reliable electricity at prices below the national average.”

Positive earnings drivers for the third quarter included lower operations and maintenance expenses, increased monthly service charges, revenues associated with the recovery of investments in environmental equipment, and the amortization of excess funds set aside for the removal of retired equipment.

In the third quarter, kilowatt-hour sales to retail customers in Southern Company’s four-state service area decreased 5.1 percent compared with sales in the third quarter of 2008. Residential electricity sales decreased 2.6 percent. Electricity sales to commercial customers decreased 3.6 percent, and industrial sales decreased 9.6 percent. Year-to-date, kilowatt-hour sales to retail customers decreased 6.0 percent compared with sales during the same period in 2008. Residential electricity sales decreased 1.7 percent. Commercial sales decreased 1.9 percent and industrial sales declined 14.7 percent.

Total energy sales to Southern Company’s customers in the Southeast, including wholesale sales, decreased 6.1 percent in the third quarter of 2009 compared with the same period of 2008. Year-to-date, total sales of electricity decreased 7.6 percent as compared with the same period in 2008.

Southern Company’s financial analysts call will be at 1 p.m. Eastern time Oct. 28, at which time Ratcliffe and Chief Financial Officer Paul Bowers will discuss earnings and earnings guidance as well as a general business update. Investors, media and the public may listen to a live webcast of the call at http://investor.southerncompany.com/events.cfm. A replay of the webcast will be available at the site for 12 months.

With 4.4 million customers and more than 42,000 megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is the premier energy company serving the Southeast. A leading U.S. producer of electricity, Southern Company owns electric utilities in four states and a growing competitive generation company, as well as fiber optics and wireless communications. Southern Company brands are known for excellent customer service, high reliability and retail electric prices that are below the national average. Southern Company is consistently listed among the top U.S. electric service providers in customer satisfaction by the American Customer Satisfaction Index (ACSI). Visit our Web site at www.southerncompany.com.

Cautionary Note Regarding Forward-Looking Statements:

Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning economic recovery. Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and subsequent securities filings, could cause results to differ materially from management expectations as suggested by such forward-looking information: the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations; current and future litigation, regulatory investigations, proceedings, or inquiries, including the pending Environmental Protection Agency civil actions against certain Southern Company subsidiaries, Federal Energy Regulatory Commission matters, Internal Revenue Service audits, and Mirant matters; the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate; variations in demand for

electricity, including those relating to weather, the general economy, population and business growth (and declines), and the effects of energy conservation measures; available sources and costs of fuels; effects of inflation; ability to control costs and cost overruns during the development and construction of facilities; investment performance of Southern Company’s employee benefit plans; advances in technology; state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery; regulatory approvals related to the potential Plant Vogtle expansion, including Georgia Public Service Commission and Nuclear Regulatory Commission approvals; the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities; internal restructuring or other restructuring options that may be pursued; potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries; the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due and to perform as required; the ability to obtain new short- and long-term contracts with neighboring utilities and other wholesale customers; the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents; interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings; the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices; catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian or other influenza, or other similar occurrences; the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast; and the effect of accounting pronouncements issued periodically by standard setting bodies. Southern Company and its subsidiaries expressly disclaim any obligation to update any forward-looking information.

###

EX-99.02

Exhibit 99.02

Southern Company

Financial Highlights

(In Millions of Dollars Except Earnings Per Share)

	Three Months Ended September				Year-to-Date September
		2009		2008		2009		2008
Consolidated Earnings–As Reported
(See Notes)
Traditional Operating Companies	$	726	$	727	$	1,449	$	1,520
Southern Power		67		59		126		124
Total		793		786		1,575		1,644
Parent Company and Other		(3)		(6)		(181)		(88)
Net Income –As Reported	$	790	$	780	$	1,394	$	1,556
Basic Earnings Per Share -	$	0.99	$	1.01	$	1.77	$	2.02
Average Shares Outstanding (in millions)		798		773		790		769
End of Period Shares Outstanding (in millions)						801		775
	Three Months Ended September				Year-to-Date September
		2009		2008		2009		2008
Consolidated Earnings–Excluding Items
(See Notes)
Net Income - As Reported	$	790	$	780	$	1,394	$	1,556
Leveraged Lease Adjustment		-		-		-		67
MC Asset Recovery Litigation Settlement		-		-		202		-
Net Income–Excluding Items	$	790	$	780	$	1,596	$	1,623
Basic Earnings Per Share–Excluding Items	$	0.99	$	1.01	$	2.02	$	2.11

Notes

-    For the three months and nine months ended September 30, 2009 and 2008, diluted earnings per share are not more than 1 cent per share and are not material.

-    The charge related to Southern Company's tax treatment of investments in leveraged leases significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2008, and such charges related to these investments are not expected to occur in the future.

-    The charge related to Southern Company's MC Asset Recovery litigation settlement significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2009, and significant charges related to the Mirant spin-off are not expected to occur in the future.

-   Certain prior year data has been reclassified to conform with current year presentation.

-    Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.03

Exhibit 99.03

Southern Company

Significant Factors Impacting EPS

	Three Months Ended September						Year-to-Date September
		2009		2008		Change		2009		2008		Change
Consolidated Earnings Per Share– As Reported (See Notes)	$	0.99	$	1.01	$	(0.02)	$	1.77	$	2.02	$	(0.25)
Significant Factors:
Traditional Operating Companies						-						(0.09)
Southern Power						0.01						-
Parent Company and Other						-						(0.11)
Additional Shares						(0.03)						(0.05)
Total–As Reported					$	(0.02)					$	(0.25)
	Three Months Ended September						Year-to-Date September
		2009		2008		Change		2009		2008		Change
Consolidated Earnings Per Share– Excluding Items (See Notes)	$	0.99	$	1.01	$	(0.02)	$	2.02	$	2.11	$	(0.09)
Total–As Reported						(0.02)						(0.25)
Leveraged Lease Adjustment						-						(0.09)
MC Asset Recovery Litigation Settlement						-						0.25
Total–Excluding Items					$	(0.02)					$	(0.09)

Notes

-    For the three months and nine months ended September 30, 2009 and 2008, diluted earnings per share are not more than 1 cent per share and are not material.

-    The charge related to Southern Company's tax treatment of investments in leveraged leases significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2008, and such charges related to these investments are not expected to occur in the future.

-    The charge related to Southern Company's MC Asset Recovery litigation settlement significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2009, and significant charges related to the Mirant spin-off are not expected to occur in the future.

-   Certain prior year data has been reclassified to conform with current year presentation.

-    Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.04

Exhibit 99.04

Southern Company

EPS Earnings Analysis

Three Months Ended September 2009

Cents	Description
(0.06)	Non-Fuel Revenues
(0.03)	Weather
0.06	Non-Fuel O&M
0.03	Depreciation & Amortization
0.01	Other Income & Deductions
(0.01)	Interest Expense
$0.00	Total Traditional Operating Companies
0.01	Southern Power
0.00	Parent and Other
(0.03)	Increase in Shares
$(0.02)	Total Change in QTD EPS (As Reported)

Notes

-    Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.05

Exhibit 99.05

Southern Company

Consolidated Earnings

(In Millions of Dollars)

		Three Months Ended September						Year-to-Date September
		2009		2008		Change		2009		2008		Change
Income Account-
Retail Revenue-
Fuel	$	1,539	$	1,911	$	(372)	$	4,097	$	4,506	$	(409)
Non-Fuel		2,458		2,568		(110)		6,258		6,428		(170)
Wholesale Revenues		519		775		(256)		1,408		1,880		(472)
Other Electric Revenues		141		142		(1)		392		414		(22)
Non-regulated Operating Revenues		25		31		(6)		78		97		(19)
Total Revenues		4,682		5,427		(745)		12,233		13,325		(1,092)
Fuel and Purchased Power		1,901		2,531		(630)		4,997		5,895		(898)
Non-fuel O & M		821		908		(87)		2,523		2,720		(197)
MCAR Litigation Settlement		0		0		0		202		0		202
Depreciation and Amortization		332		367		(35)		1,099		1,070		29
Taxes Other Than Income Taxes		213		216		(3)		621		603		18
Total Operating Expenses		3,267		4,022		(755)		9,442		10,288		(846)
Operating Income		1,415		1,405		10		2,791		3,037		(246)
Other Income, net		54		46		8		166		71		95
Interest Charges		226		219		7		685		665		20
Income Taxes		436		435		1		829		838		(9)
Net Income		807		797		10		1,443		1,605		(162)
Dividends on Preferred and Preference Stock of Subsidiaries		17		17		0		49		49		0
NET INCOME AFTER DIVIDENDS ON PREFERRED AND PREFERENCE STOCK (See Notes)	$	790	$	780	$	10	$	1,394	$	1,556	$	(162)

Notes

-   Certain prior year data has been reclassified to conform with current year presentation.

-    Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.06

Exhibit 99.06

Southern Company

Kilowatt-Hour Sales

(In Millions of KWHs)

	Three Months Ended September				Year-to-Date September
				Weather				Weather
				Adjusted				Adjusted
As Reported (See Notes)	2009	2008	Change	Change	2009	2008	Change	Change
Kilowatt-Hour Sales-
Total Sales	53,314	56,769	-6.1%		143,172	154,865	-7.6%
Total Retail Sales-	43,474	45,800	-5.1%	-3.4%	116,797	124,258	-6.0%	-5.3%
Residential	15,727	16,153	-2.6%	0.4%	40,289	40,983	-1.7%	-0.4%
Commercial	14,979	15,546	-3.6%	-2.1%	41,068	41,885	-1.9%	-1.3%
Industrial	12,529	13,866	-9.6%	-9.3%	34,722	40,688	-14.7%	-14.6%
Other	239	235	1.3%	1.2%	718	702	2.4%	2.5%
Total Wholesale Sales	9,840	10,969	-10.3%	N/A	26,375	30,607	-13.8%	N/A

Notes

-   Certain prior year data has been reclassified to conform with current year presentation.

-    Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.07

Exhibit 99.07

Southern Company

Financial Overview

(In Millions of Dollars)

	Three Months Ended September					Year-to-Date September
		2009		2008	% Change		2009		2008	% Change
Consolidated –
Operating Revenues	$	4,682	$	5,427	-13.7%	$	12,233	$	13,325	-8.2%
Earnings Before Income Taxes		1,243		1,232	0.9%		2,272		2,443	-7.0%
Net Income Available to Common		790		780	1.2%		1,394		1,556	-10.4%
Alabama Power –
Operating Revenues	$	1,592	$	1,866	-14.6%	$	4,298	$	4,672	-8.0%
Earnings Before Income Taxes		425		418	1.9%		958		888	8.0%
Net Income Available to Common		261		252	4.0%		584		535	9.3%
Georgia Power –
Operating Revenues	$	2,327	$	2,644	-12.0%	$	5,967	$	6,620	-9.9%
Earnings Before Income Taxes		608		643	-5.6%		1,091		1,292	-15.6%
Net Income Available to Common		388		402	-3.5%		700		826	-15.3%
Gulf Power –
Operating Revenues	$	378	$	422	-10.5%	$	1,003	$	1,083	-7.4%
Earnings Before Income Taxes		65		62	4.9%		140		138	2.2%
Net Income Available to Common		41		37	10.3%		90		84	7.3%
Mississippi Power –
Operating Revenues	$	331	$	382	-13.3%	$	886	$	965	-8.2%
Earnings Before Income Taxes		57		56	2.5%		122		120	1.5%
Net Income Available to Common		35		36	-3.6%		75		76	-2.1%
Southern Power –
Operating Revenues	$	283	$	516	-45.1%	$	745	$	1,048	-28.9%
Earnings Before Income Taxes		108		98	11.7%		205		203	1.2%
Net Income Available to Common		67		60	13.0%		126		124	1.8%

Notes

-   Certain prior year data has been reclassified to conform with current year presentation.

-    Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.