35-CERT

                           CERTIFICATE OF NOTIFICATION

                                    Filed by

                               GULF POWER COMPANY

Pursuant to order of the Securities and Exchange Commission dated May 14, 1998
in the matter of File No. 70-9171.

                                 --------------

Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant
to Rule 24, as follows:

         1. On October 18, 2001, the issuance by the Company of $75,000,000
aggregate principal amount of its Series D 6.10% Senior Notes due September 30,
2016 (the "Series D Notes"), pursuant to the Fourth Supplemental Indenture dated
as of October 18, 2001, supplementing the Senior Note Indenture dated as of
January 1, 1998 between the Company and The Chase Manhattan Bank, as Trustee,
was carried out in accordance with the terms and conditions of and for the
purposes represented by the application, as amended, and of said order with
respect thereto.

         2.       Filed herewith are the following exhibits:

         Exhibit A       -- Prospectus supplement with respect to the
                            Series D Notes, dated October 5, 2001. (Filed
                            electronically October 9, 2001, in File Nos.
                            333-59942,
                            333-59942-01 and 333-59942-02.)

         Exhibit B       -- Underwriting Agreement with respect to the
                            Series D Notes dated October 5, 2001. (Designated in
                            Form 8-K dated October 5, 2001 as Exhibit 1.)

         Exhibit C       -- Fourth Supplemental Indenture dated as of
                            October 18, 2001 to the Senior Note Indenture dated
                            as of January 1, 1998 between the Company and The
                            Chase Manhattan Bank, as Trustee. (Designated in
                            Form 8-K dated October 5, 2001, as Exhibit 4.2.)

         Exhibit D       -- Opinion of Beggs & Lane, a Registered Limited
                            Liability Partnership, dated October 29, 2001.



Dated    October 29, 2001                            GULF POWER COMPANY



                                                     By  /s/Wayne Boston
                                                           Wayne Boston
                                                        Assistant Secretary

EX-99

                                                                      Exhibit D


                                  Beggs & Lane
                   A Registered Limited Liability Partnership
                         Attorney and Counsellors At Law
                              Post Office Box 12950
                          Pensacola, Florida 32576-2950
                                 (850) 432-2451


                                October 29, 2001





Securities and Exchange Commission
Washington, DC 20549

RE:      Statement on Form U-1
         of Gulf Power Company
         (herein called the "Company") et al.
         File No. 70-9171

Ladies and Gentlemen:

We have read the statement on Form U-1, as amended, referred to above and are
furnishing this opinion with respect to the issuance and sale by the Company of
$75,000,000 aggregate principal amount of its Series D 6.10% Senior Notes due
September 30, 2016 (the "Series D Notes").

We are of the opinion that:

(a)       the Company is validly organized and duly existing as a corporation
          under the laws of the State of Maine and is duly admitted to do
          business as a foreign corporation in the States of Florida, Georgia
          and Mississippi;

(b)       the subject transactions have been consummated in accordance with such
          statement on Form U-1, as amended;

(c)       all state laws applicable to the transactions have been complied with;

(d)       the Series D Notes are valid and binding obligations of the Company in
          accordance with their terms; and

(e)       the consummation of the transactions did not violate the legal rights
          of the holders of any securities issued by the Company or any
          associate company thereof.







Securities and Exchange Commission
October 29, 2001
Page 2




We hereby give our written consent to the use of this opinion in connection with
the above-mentioned statement on Form U-1, as amended, and to the filing thereof
with the Commission at the time of the filing by the Company of its certificate
pursuant to Rule 24.


                                Very truly yours,


                                 /s/Beggs & Lane