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 January 30, 2002, the issuance by the Company of $45,000,000
aggregate principal amount of its Series E 6.00% Senior Notes due January 30,
2012 (the "Series E Notes"), pursuant to the Fifth Supplemental Indenture dated
as of January 30, 2002, supplementing the Senior Note Indenture dated as of
January 1, 1998 between the Company and JPMorgan Chase Bank (formerly 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 E Notes, dated January 18, 2002. (Filed
                      electronically January 24, 2002, in File Nos.
                      333-59942, 333-59942-01 and 333-59942-02.)

         Exhibit B -- Underwriting Agreement with respect to the
                      Series E Notes dated January 18, 2002. (Designated
                      in Form 8-K dated January 18, 2002 as Exhibit 1.)

         Exhibit C -- Fifth Supplemental Indenture dated as of
                      January 30, 2002 to the Senior Note Indenture dated
                      as of January 1, 1998 between the Company and
                      JPMorgan Chase Bank (formerly The Chase Manhattan
                      Bank), as Trustee. (Designated in Form 8-K dated
                      January 18, 2002, as Exhibit 4.2.)

         Exhibit D -- Opinion of Beggs & Lane, a Registered Limited
                      Liability Partnership, dated February 5, 2002.



Dated: February 5, 2002                              GULF POWER COMPANY



                                                     By /s/Wayne Boston
                                                          Wayne Boston
                                                      Assistant Secretary

EX-99

                                                                      Exhibit D


                                  Beggs & Lane
                          Seventh Floor Blount Building
                              3 West Garden Street
                            Pensacola, Florida 32501
                                  850-432-2451

                                February 5, 2002





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
$45,000,000 aggregate principal amount of its Series E 6.00% Senior Notes due
January 30, 2012 (the "Series E 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 E 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
February 5, 2002
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
                                                  Beggs & Lane