Exhibit G


                               Gulf Power Company

                         Proposed Notice of Proceedings

             Gulf Power Company ("Gulf"), a wholly-owned subsidiary of The
Southern Company ("Southern"), a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), proposes to issue
and sell from time to time, prior to July 1, 2007, short-term and/or term-loan
notes to lenders, commercial paper to or through dealers and/or issue
non-negotiable promissory notes to public entities for their revenue
anticipation notes in an aggregate principal amount at any one time outstanding
of up to $600,000,000.

             Gulf proposes to effect borrowings from certain banks or other
lending institutions. Such institutional borrowings will be evidenced by notes
to be dated as of the date of such borrowings and to mature in not more than
seven years after the date of issue, or by "grid" notes evidencing all
outstanding borrowings from each lender to be dated as of the date of the
initial borrowing and to mature not more than seven years after the date of
issue. Gulf proposes that it may provide that any note evidencing such
borrowings may not be prepayable, or that it may be prepaid with payment of a
premium that is not in excess of the stated interest rate on the borrowing to be
prepaid.

             Borrowings will be at the lender's prevailing rate offered to
corporate borrowers of similar quality. Such rates will not exceed the lender's
prime rate or (i) LIBOR plus up to 3% or (ii) a rate not to exceed the prime
rate to be established by bids obtained from the lenders prior to a proposed
borrowing.

             Compensation for the credit facilities may be provided by fees of
up to 1% per annum of the amount of the facility. Compensating balances may be
used in lieu of fees to compensate certain of the lenders.

             Gulf also may effect short-term borrowings hereunder in connection
with the financing of certain pollution control facilities through the issuance
by public entities of their revenue bond anticipation notes. Under an agreement
with each such public entity, the entity would effectively loan to Gulf the
proceeds of the sale of such revenue bond anticipation notes, having a maturity
of not more than one year after date of issue, and Gulf may issue its
non-negotiable promissory note therefor. Such note would provide for payments
thereon to be made at times and in amounts which shall correspond to the
payments with respect to the principal of, premium, if any, and interest on,
which shall not exceed the prime rate, such revenue bond anticipation notes,
whenever and in whatever manner the same shall become due, whether at stated
maturity, upon redemption or declaration or otherwise.

             Gulf also proposes that it will have authority to issue and sell
commercial paper to or through dealers from time to time prior to July 1, 2007.
Such commercial paper will be in the form of promissory notes with varying
maturities not to exceed 390 days. Actual maturities will be determined by
market conditions, the effective interest costs and Gulf's anticipated cash
flow,





including the proceeds of other borrowings, at the time of issuance. The
commercial paper notes will be issued in denominations of not less than $50,000.

             The commercial paper will be sold by Gulf directly to or through a
dealer or dealers (the "dealer"). The discount rate (or the interest rate in the
case of interest-bearing notes), including any commissions, will not be in
excess of the discount rate per annum (or equivalent interest rate) prevailing
at the date of issuance for commercial paper of comparable quality of the
particular maturity sold by issuers thereof to commercial paper dealers.

             No commission or fee will be payable in connection with the
issuance and sale of commercial paper, except for a commission not to exceed 1/8
of 1% per annum payable to the dealer in respect of commercial paper sold
through the dealer as principal. The dealer will reoffer such commercial paper
at a discount rate of up to 1/8 of 1% per annum less than the prevailing
interest rate to Gulf or at an equivalent cost if sold on an interest-bearing
basis.

             Each certificate under Rule 24 with respect to the issue and sale
of commercial paper will include the name or names of the commercial paper
dealers, the amount of commercial paper outstanding as of the end of each
quarter and information with respect to the discount rate and interest rate.

             Pursuant to an order of the Commission, Gulf has authority to
effect short-term borrowings prior to January 1, 2004 as set forth in Commission
File No. 70-8947 (HCAR No. 35-26628, dated December 13, 1996). Pursuant to
another order of the Commission, Gulf has authority to effect any such
short-term borrowings through a Southern consolidated commercial paper program
prior to June 30, 2004 as set forth in Commission File No. 70-9631 (HCAR No.
35-27273, dated November 8, 2000). According to such authorizations, any
borrowings pursuant to each order must be aggregated and may not exceed the
total amount authorized in File No. 70-8947. At August 11, 2003, Gulf did not
have any borrowings outstanding pursuant to such authorizations. Gulf proposes
that the authorization sought in this file would supersede and replace, with
respect to Gulf, the authorization in File No. 70-8947 effective immediately
upon the date of the Commission's order herein but would not otherwise affect
the authorization in File No. 70-9631.

             The proceeds from the proposed borrowings will be used by Gulf for
working capital purposes, including the financing in part of its construction
program.

         For the Commission, by the Division of Investment Management, pursuant
to delegated authority.