EXHIBIT H

                             PROPOSED FORM OF NOTICE

Alabama Power Company et al.                (70-________)

          Alabama Power Company ("Alabama Power"), Georgia Power Company
("Georgia Power"), Gulf Power Company ("Gulf Power"), and Mississippi Power
Company ("Mississippi Power") (collectively, the "Operating Companies"),
electric utility subsidiaries of The Southern Company, a registered public
utility holding company, along with Alabama Property Company ("Alabama
Property") and Piedmont-Forrest Corporation ("PFC"), the wholly-owned, special
purpose subsidiaries of Alabama Power and Georgia Power, respectively, have
filed with this Commission an Application/Declaration under Sections 6(a), 7,
9(a), 10, 12(b), 12(f) and 13 of the Public Utility Holding Company Act of 1935,
as amended (the "Act"), and Rules 40, 45, 87, 90, and 91 thereunder.

          Alabama Property and PFC are special-purpose subsidiaries, each
authorized to acquire, hold and dispose of real property on behalf of Alabama
Power and Georgia Power, respectively. Gulf Power and Mississippi Power do not
currently possess special-purpose real estate subsidiaries similar to Alabama
Property and PFC. Gulf Power and Mississippi Power each request authority to
form such a special-purpose subsidiary. The Operating Companies request
authorization for each of Alabama Property, PFC and the to-be-formed real estate
subsidiaries of Gulf Power and Mississippi Power (collectively, the "Property
Companies") to engage in the following as such transactions become necessary or
advantageous from time to time:

         (i)      The acquisition or lease of any interest in real estate for
                  use by associate utility and nonutility companies.

         (ii)     The development and management of real estate that is unneeded
                  or unused in utility operations (the "Surplus Property") for
                  future sale, lease or use.

         (iii)    The sale, lease or other disposition of Surplus Property, in
                  whole or in part, to affiliates, other associate companies or
                  nonassociate companies at market rates.

         (iv)     The participation in joint ventures with nonassociate
                  third-party real estate development entities. The Property
                  Companies may contribute parcels of Surplus Property to such
                  entities in return for a passive equity interest in the
                  venture. Such equity interest shall not in any event include
                  more than 5% of the outstanding voting securities of any
                  single nonassociate entity.

         (v)      The negotiation of terms and conditions for real estate
                  transactions as agent for any affiliate company in its
                  dealings with associate or nonassociate companies.

          Alabama Power requests authority to make additional capital
contributions and open account advances to Alabama Property in an aggregate
amount not to exceed $50 million. Georgia Power requests authority to make
additional capital contributions and open account advances to PFC in an
aggregate amount not to exceed $50 million. Gulf Power and Mississippi Power
each request authority to capitalize its to-be-formed special purpose real
estate subsidiary with capital contributions and open account advances in an
aggregate amount not to exceed $10 million.