SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                          Three year period ending 2005

                      FORM U-12(I)-B (THREE-YEAR STATEMENT)

  Statement Pursuant to Section 12(i) of Public Utility Holding Company Act of
     1935 by a Person Regularly Employed or Retained by a Registered Holding
        Company or a Subsidiary Thereof and Whose Employment Contemplates
                Only Routine Expenses as Specified in Rule 71(b)

         1. Name and business address of person filing statement.

                  James C. Fleming
                  270 Peachtree Street, NE,
                  Suite 1400, Bin 991
                  Atlanta, Georgia  30303

         2. Names and business addresses of any persons through whom the
undersigned proposes to act in matters included within the exemption provided by
paragraph (b) of Rule U-71.

                  None

         3. Registered holding companies and subsidiary companies by which the
undersigned is regularly employed or retained.

                  Southern Company and all its subsidiaries.

         4. Position or relationship in which the undersigned is employed or
retained by each of the companies named in item 3, and brief description of
nature of services to be rendered in each such position or relationship.

                  Associate General Counsel; provide legal advice regarding SEC
filings and compliance.

         5. (a) Compensation received during the prior reporting period and
estimated to be received over the next two calendar years by the undersigned or
others, directly or indirectly, for services rendered by the undersigned, from
each of the companies designated in item 3. (Use column (a) as supplementary
statement only.)
                        Salary or other
                        compensations
Name of      received       to be          Person or company from whom received
recipient                   received       or to be received
             (a)            (b)


James C.     $1,427,705     to be included   Southern Company Services, Inc.
Fleming                     in supplementary
                            Statement

           (b) Basis for compensation if other than salary. N/A

          6. (To be answered in supplementary statement only.) Expenses incurred
by the undersigned or any person named in item 2, above, during the calendar
year in connection with the activities described in item 4, above, and the
source or sources of reimbursement for same.

           (a) Total amount of routine expenses charged to client: 0

           (b) Itemized list of all other expenses: N/A

Date January 29, 2003                       (Signed) /s/ James C. Fleming