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) November 14, 2008

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
001-11229	Mississippi Power Company (A Mississippi Corporation) 2992 West Beach Gulfport, Mississippi 39501 (228) 864-1211	64-0205820

The address of the registrant has not changed since the last report.

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 8.01. Other Events.

On November 14, 2008, Mississippi Power Company (the “Company”) entered into an Underwriting Agreement covering the issue and sale of $50,000,000 aggregate principal amount of its Series 2008A 6.00% Senior Notes due November 15, 2013 (the “Senior Notes”). The Senior Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement, as amended (Registration Statement No. 333-152895), of the Company.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.
1.3	Underwriting Agreement relating to the Senior Notes, dated November 14, 2008, between the Company and J.P. Morgan Securities Inc., as the Underwriter.
4.2	Ninth Supplemental Indenture to Senior Note Indenture dated as of November 21, 2008, providing for the issuance of the Senior Notes.
4.8	Form of Senior Note (included in Exhibit 4.2 above).
5.1	Opinion of Troutman Sanders LLP relating to the Senior Notes.
12.1	Computation of ratio of earnings to fixed charges.

SIGNATURE

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

Date: November 21, 2008 MISSISSIPPI POWER COMPANY By                      /s/Wayne Boston Wayne Boston Assistant Secretary