8-K

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)October 23, 2008

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-3526	The Southern Company (A Delaware Corporation) 30 Ivan Allen Jr. Blvd., N.W. Atlanta, Georgia 30308 (404) 506-5000	58-0690070
1-3164	Alabama Power Company (An Alabama Corporation) 600 North 18th Street Birmingham, Alabama 35291 (205) 257-1000	63-0004250
1-6468	Georgia Power Company (A Georgia Corporation) 241 Ralph McGill Boulevard, N.E. Atlanta, Georgia 30308 (404) 506-6526	58-0257110
0-2429	Gulf Power Company (A Florida Corporation) One Energy Place Pensacola, Florida 32520 (850) 444-6111	59-0276810
001-11229	Mississippi Power Company (A Mississippi Corporation) 2992 West Beach Gulfport, Mississippi 39501 (228) 864-1211	64-0205820
333-98553	Southern Power Company (A Delaware Corporation) 30 Ivan Allen Jr. Blvd., N.W. Atlanta, Georgia 30308 (404) 506-5000	58-2598670

The addresses of the registrants have not changed since the last report.

This combined Form 8-K is furnished separately by six registrants: The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Southern Power Company. Information contained herein relating to each registrant is furnished by each registrant solely on its own behalf. Each registrant makes no representation as to information relating to the other registrants.

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 2.02 Results of Operations and Financial Condition

The information in this Current Report on Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including the exhibits attached hereto, shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On October 23, 2008, The Southern Company (“Southern Company”) issued a press release regarding its earnings for the periods ended September 30, 2008. A copy of this release is being furnished as Exhibit 99.01 to this Current Report on Form 8-K. In addition, certain additional information regarding the financial results for the three months and nine months ended September 30, 2008 is being furnished as Exhibits 99.02 through 99.07 to this Current Report on Form 8-K.

Use of Non-GAAP Financial Measures

Exhibits 99.01, 99.02 and 99.03 to this Current Report on Form 8-K, in addition to including earnings and earnings per share in accordance with generally accepted accounting principles (“GAAP”) for the nine months ended September 30, 2008, also include earnings and earnings per share for such period excluding a significant charge related to the application of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” and FASB Staff Position No. 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” to Southern Company’s investments in leveraged leases. The charge related to Southern Company’s investments in leveraged lease transactions significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2008, and significant charges related to these investments are not expected to occur on a regular basis. Exhibits 99.01, 99.02, 99.03 and 99.04 to this Current Report on Form 8-K, in addition to including earnings and earnings per share in accordance with GAAP for the three months and nine months ended September 30, 2007, also include earnings and earnings per share for such periods excluding the results of Southern Company’s synthetic fuel investments, which claimed federal income tax credits. The availability of synthetic fuel tax credits and Southern Company’s investment in these activities ended on December 31, 2007. Southern Company management uses earnings per share, excluding synthetic fuel earnings and excluding the effect of the charge related to the leveraged lease investments, to evaluate the performance of Southern Company’s ongoing business activities. Southern Company believes the presentation of earnings and earnings per share, excluding the results of the synthetic fuel investments and the effect of the charge related to the leveraged lease investments, also is useful for investors because it provides investors with additional information for purposes of comparing Southern Company’s performance for such periods. The presentation of this additional information is not meant to be considered a substitute for financial measures prepared in accordance with GAAP.

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Exhibits

The exhibits hereto contain business segment information for Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Southern Power Company. Accordingly, this report is also being furnished on behalf of each such registrant.

The following exhibits relate to the periods ended September 30, 2008:

Exhibit 99.01	Press Release.
Exhibit 99.02	Financial Highlights.
Exhibit 99.03	Significant Factors Impacting EPS.
Exhibit 99.04	EPS Earnings Analysis.
Exhibit 99.05	Consolidated Earnings.
Exhibit 99.06	Kilowatt-Hour Sales.
Exhibit 99.07	Financial Overview.

SIGNATURES

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

Date:     October 23, 2008	THE SOUTHERN COMPANY
	By     /s/W. Ron Hinson             W. Ron Hinson                Comptroller
	ALABAMA POWER COMPANY GEORGIA POWER COMPANY GULF POWER COMPANY MISSISSIPPI POWER COMPANY SOUTHERN POWER COMPANY
	By     /s/Wayne Boston              Wayne Boston           Assistant Secretary

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EX-99.01

Exhibit 99.01

News

Media Contact:	Terri Cohilas
	404-506-5333 or 1-866-506-5333
	media@southerncompany.com
	www.southerncompany.com

Investor Relations Contact:

        Glen Kundert

        404-506-5135

        gakunder2@southernco.com

Oct. 23, 2008

Southern Company third quarter positive

despite economic challenges, mild weather

ATLANTA – Southern Company reported third quarter earnings of $780.4 million, or $1.01 a share. The earnings compared with $762.0 million, or $1.00 a share, in the third quarter of 2007.

Earnings for the first nine months of 2008 were $1.56 billion, or $2.02 a share, compared with $1.53 billion, or $2.03 a share, for the same period a year ago.

Earnings for the nine months ended Sept. 30, 2008, included a $67 million charge, or 9 cents per share, related to three leveraged leases from the 1990s when Southern Company pursued development of international energy projects. Earnings for the third quarter and nine months ended Sept. 30, 2007, included synthetic fuel earnings of 1 cent per share and 7 cents per share, respectively.

Excluding the impact of synthetic fuel investments, Southern Company earned $1.01 a share for the third quarter of 2008, compared with 99 cents a share for the same period in 2007. Excluding the impact of synthetic fuel investments and charges related to the leveraged leases, earnings for the first nine months of 2008 were $2.11 a share, compared with $1.96 a share for the same period in 2007.

Revenues for the third quarter were $5.43 billion compared with $4.83 billion in the third quarter of 2007, a 12.3 percent increase. For the first nine months of the year, revenues totaled $13.32 billion, compared with $12.01 billion in the same period a year ago, an increase of 10.9 percent.

Chairman, President and CEO David M. Ratcliffe said that despite the challenges of mild weather, a sluggish economy and turmoil in the financial markets, Southern Company’s businesses continued to perform well overall in the third quarter, giving the company positive results and keeping the company on track to deliver on its financial and operational goals for the year.

“We remain committed to the strategy that has provided our customers with reliable energy and outstanding service at prices below the national average and that has rewarded investors, even in challenging times,” Ratcliffe said.

The economy in the Southeast continues to experience the same stress as other regions of the country, but to a lesser degree. While customer growth has slowed, it is still positive. Southern Company is serving more than 28,000 additional customers, compared with the same time last year. This growth partially offset a decrease in usage.

Positive third-quarter earnings drivers include increased retail rates and revenues from market-response rates offered to commercial and industrial customers. These positive drivers were primarily offset by mild summer temperatures as compared to the same period in 2007, and asset depreciation primarily associated with increased investment in environmental equipment and transmission and distribution equipment. These investments are needed to produce cleaner energy and maintain reliability.

In the third quarter, kilowatt-hour sales to retail customers in Southern Company’s four-state service area decreased 4.6 percent compared with sales during the 2007 third quarter. Residential electricity sales decreased 7.6 percent. Commercial sales decreased 2.3 percent and industrial sales declined 3.4 percent. Total sales of electricity to Southern Company’s customers in the Southeast, including wholesale sales, are down 2.5 percent compared with the third quarter last year. The major contributor to the decrease in third-quarter sales was the milder weather as compared to the same period last year.

For the first nine months of 2008, kilowatt-hour sales to Southern Company’s retail customers decreased 1.7 percent compared with sales during the same period in 2007. Residential electricity sales decreased 3.4 percent, commercial sales are unchanged and industrial sales declined 1.6 percent as compared with the first nine months of 2007. Total sales of electricity to Southern Company’s customers in the Southeast, including wholesale sales, are down 0.4 percent compared with the first nine months of last year.

With 4.4 million customers and more than 42,000 megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is the premier energy company serving the Southeast. A leading U.S. producer of electricity, Southern Company owns electric utilities in four states and a growing competitive generation company, as well as fiber optics and wireless communications. Southern Company brands are known for excellent customer service, high reliability and retail electric prices that are significantly below the national average. Southern Company has been listed the top ranking U.S. electric service provider in customer satisfaction for nine consecutive years by the American Customer Satisfaction Index (ACSI). Visit our Web site at www.southerncompany.com.

Cautionary Note Regarding Forward-Looking Statements:

Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning results of operations. Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that

has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent securities filings, could cause results to differ materially from management expectations as suggested by such forward-looking information: the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, implementation of the Energy Policy Act of 2005, environmental laws including regulation of water quality and emissions of sulfur, nitrogen, mercury, carbon, soot, or particulate matter and other substances, and also changes in tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations; current and future litigation, regulatory investigations, proceedings, or inquiries, including the pending EPA civil actions against certain Southern Company subsidiaries, FERC matters, IRS audits, and Mirant matters; the effects, extent, and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate; variations in demand for electricity, including those relating to weather, the general economy, population and business growth (and declines), and the effects of energy conservation measures; available sources and costs of fuels; effects of inflation; ability to control costs; investment performance of Southern Company’s employee benefit plans; advances in technology; state and federal rate regulations and the impact of pending and future rate cases and negotiations, including rate actions relating to fuel and storm restoration cost recovery; regulatory approvals related to the potential Plant Vogtle expansion, including Georgia PSC and NRC approvals; the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities; internal restructuring or other restructuring options that may be pursued; potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries; the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due and to perform as required; the ability to obtain new short- and long-term contracts with neighboring utilities; the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents; interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings; the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices; catastrophic events such as fires, earthquakes, explosions, floods, hurricanes, droughts, pandemic health events such as an avian influenza, or other similar occurrences; the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast; and the effect of accounting pronouncements issued periodically by standard setting bodies. Southern Company and its subsidiaries expressly disclaim any obligation to update any forward-looking information.

# # #

EX-99.02

Exhibit 99.02

Southern Company

Financial Highlights

(In Millions of Dollars Except Earnings Per Share)

	3 Months Ended September				Year-to-Date September
		2008		2007		2008		2007
Consolidated Earnings–As Reported		(Notes)		(Notes)		(Notes)		(Notes)
(See Notes)
Traditional Operating Companies	$	727	$	714	$	1,520	$	1,382
Southern Power		59		52		124		123
Total		786		766		1,644		1,505
Synthetic Fuels		0		15		(1)		55
Parent Company and Other		(6)		(19)		(87)		(30)
Net Income - As Reported	$	780	$	762	$	1,556	$	1,530
Basic Earnings Per Share - (See Notes)	$	1.01	$	1.00	$	2.02	$	2.03
Average Shares Outstanding (in millions)		773		758		769		755
End of Period Shares Outstanding (in millions)						775		760
	3 Months Ended September				Year-to-Date September
		2008		2007		2008		2007
Consolidated Earnings–Excluding Items
(See Notes)
Net Income - As Reported	$	780	$	762	$	1,556	$	1,530
Leveraged Lease Adjustment		0		0		67		0
Synthetic Fuels		0		(15)		1		(55)
Net Income–Excluding Items	$	780	$	747	$	1,624	$	1,475
Basic Earnings Per Share–Excluding Items	$	1.01	$	0.99	$	2.11	$	1.96

Notes

-For the three months and nine months ended September 30, 2008 and 2007, diluted earnings per share are not more than 1 cent per share and are not material.

-The charge related to Southern Company's investments in leveraged lease transactions significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2008, and significant charges related to these investments are not expected to occur on a regular basis.

-Tax credits associated with Southern Company's synthetic fuel investments expired December 31, 2007. Synthetic fuel related income no longer materially contributes to Southern Company's earnings or earnings per share.

-Certain prior year data has been reclassified to conform with current year presentation.

-Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.03

Exhibit 99.03

Southern Company

Significant Factors Impacting EPS

	3 Months Ended September						Year-to-Date September
		2008		2007		Change		2008		2007		Change
Consolidated Earnings–As Reported	$	1.01	$	1.00	$	0.01	$	2.02	$	2.03	$	(0.01)
(See Notes)
Significant Factors:
Traditional Operating Companies						0.02						0.18
Southern Power						0.01						0.00
Synthetic Fuels						(0.01)						(0.07)
Parent Company and Other						0.01						(0.08)
Additional Shares						(0.02)						(0.04)
Total–As Reported					$	0.01					$	(0.01)
	3 Months Ended September						Year-to-Date September
		2008		2007		Change		2008		2007		Change
Consolidated Earnings–Excluding Items	$	1.01	$	0.99	$	0.02	$	2.11	$	1.96	$	0.15
(See Notes)
Total–As Reported						0.01						(0.01)
Leveraged Lease Adjustment						0.00						0.09
Synthetic Fuels						0.01						0.07
Total–Excluding Items					$	0.02					$	0.15

Notes

-The charge related to Southern Company's investments in leveraged lease transactions significantly impacted the presentation of earnings and earnings per share for the nine months ended September 30, 2008, and significant charges related to these investments are not expected to occur on a regular basis.

-Tax credits associated with Southern Company's synthetic fuel investments expired December 31, 2007. Synthetic fuel related income no longer materially contributes to Southern Company's earnings or earnings per share.

-Certain prior year data has been reclassified to conform with current year presentation.

-Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.04

Exhibit 99.04

Southern Company

EPS Earnings Analysis

Three Months Ended September 2008

Cents	Description
$0.14	Non-Fuel Revenues
(0.07)	Weather Impact on Non-Fuel Revenues
(0.04)	Depreciation & Amortization
(0.01)	Taxes Other Than Income Taxes
$0.02	Total Traditional Operating Companies
0.01	Southern Power
0.01	Parent and Other
(0.02)	Increase in Shares
$0.02	Total Change in QTD EPS (x-Items)
(0.01)	Synthetic Fuels
$0.01	Total Change in QTD EPS (As Reported)

Notes
-	Tax credits associated with Southern Company's synthetic fuel investments expired December 31, 2007. Synthetic fuel related income no longer materially contributes to Southern Company's earnings or earnings per share.
-	Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.05

Exhibit 99.05

Southern Company

Consolidated Earnings

(In Millions of Dollars)

		3 Months Ended September						Year-to-Date September
		2008		2007		Change		2008		2007		Change
Income Account-
Retail Revenue-
Fuel	$	1,911	$	1,600	$	311	$	4,506	$	3,932	$	574
Non-Fuel		2,567		2,486		81		6,428		6,003		425
Wholesale Revenues		775		563		212		1,880		1,531		349
Other Electric Revenues		142		131		11		414		381		33
Non-regulated Operating Revenues		31		52		(21)		97		166		(69)
Total Revenues		5,426		4,832		594		13,325		12,013		1,312
Fuel and Purchased Power		2,531		2,020		511		5,895		4,959		936
Non-fuel O & M		908		911		(3)		2,720		2,634		86
Depreciation and Amortization		367		312		55		1,070		929		141
Taxes Other Than Income Taxes		215		207		8		603		574		29
Total Operating Expenses		4,021		3,450		571		10,288		9,096		1,192
Operating Income		1,405		1,382		23		3,037		2,917		120
Other Income, net		45		68		(23)		70		123		(53)
Interest Charges and Dividends		235		243		(8)		713		704		9
Income Taxes		435		445		(10)		838		806		32
NET INCOME (See Notes)	$	780	$	762	$	18	$	1,556	$	1,530	$	26

Notes

-Certain prior year data has been reclassified to conform with current year presentation.

-Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.06

Exhibit 99.06

Southern Company

Kilowatt-Hour Sales

(In Millions of KWHs)

	3 Months Ended September				Year-to-Date September
				Weather				Weather
				Adjusted				Adjusted
As Reported (See Notes)	2008	2007	Change	Change	2008	2007	Change	Change
Kilowatt-Hour Sales-
Total Sales	57,706	59,205	-2.5%		156,719	157,329	-0.4%
Total Retail Sales-	45,800	47,989	-4.6%	-1.4%	124,258	126,384	-1.7%	-0.4%
Residential	16,153	17,488	-7.6%	-2.4%	40,983	42,412	-3.4%	-0.9%
Commercial	15,546	15,910	-2.3%	1.1%	41,885	41,903	0.0%	1.3%
Industrial	13,866	14,348	-3.4%	-3.0%	40,688	41,349	-1.6%	-1.5%
Other	235	243	-3.0%	-2.4%	702	720	-2.6%	-2.4%
Total Wholesale Sales	11,906	11,216	6.2%	N/A	32,461	30,945	4.9%	N/A

Notes

-Certain prior year data has been reclassified to conform with current year presentation.

-Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.

EX-99.07

Exhibit 99.07

Southern Company

Financial Overview

(In Millions of Dollars)

	3 Months Ended September					Year-to-Date September
		2008		2007	% Change		2008		2007	% Change
Consolidated –
Operating Revenues	$	5,426	$	4,832	12.3%	$	13,325	$	12,013	10.9%
Earnings Before Income Taxes		1,215		1,207	0.6%		2,394		2,336	2.5%
Net Income		780		762	2.4%		1,556		1,530	1.7%
Alabama Power –
Operating Revenues	$	1,865	$	1,635	14.1%	$	4,672	$	4,168	12.1%
Earnings Before Income Taxes		418		408	2.5%		888		853	4.1%
Net Income Available to Common		252		246	2.2%		535		508	5.2%
Georgia Power –
Operating Revenues	$	2,644	$	2,444	8.2%	$	6,620	$	5,945	11.4%
Earnings Before Income Taxes		644		630	2.2%		1,292		1,122	15.1%
Net Income Available to Common		402		399	0.6%		826		719	14.8%
Gulf Power –
Operating Revenues	$	422	$	377	12.0%	$	1,083	$	971	11.5%
Earnings Before Income Taxes		62		55	12.5%		137		121	13.2%
Net Income Available to Common		37		34	9.3%		84		74	12.9%
Mississippi Power –
Operating Revenues	$	381	$	333	14.5%	$	965	$	863	11.8%
Earnings Before Income Taxes		56		56	0.8%		121		131	-7.8%
Net Income Available to Common		36		34	5.1%		76		80	-4.9%
Southern Power –
Operating Revenues	$	516	$	348	48.3%	$	1,048	$	784	33.6%
Earnings Before Income Taxes		97		86	13.5%		203		205	-0.9%
Net Income Available to Common		60		51	15.8%		124		123	0.5%

Notes

-Certain prior year data has been reclassified to conform with current year presentation.

-Information contained in this report is subject to audit and adjustments. Certain classifications may be different from final results published in the Form 10-Q.