Exhibit 4.1-C


                              CERTIFICATE OF TRUST
                                       OF
                        ALABAMA POWER CAPITAL TRUST VIII


         THIS CERTIFICATE OF TRUST of Alabama Power Capital Trust VIII (the
"Trust"), dated October 21, 2002, is being duly executed and filed by the
undersigned, as trustee of the Trust, to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. C. Section 3801, et seq.).

         1. Name. The name of the statutory trust being formed hereby is Alabama
Power Capital Trust VIII.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are Chase
Manhattan USA, National Association, 500 Stanton Christiana Road, Newark,
Delaware 19713.

         3. Effective Date. This Certificate of Trust shall be effective as of
its filing.

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.


                                 CHASE MANHATTAN USA,
                                          NATIONAL ASSOCIATION,
                                 as Delaware Trustee



                                 By:
                                      -------------------------
                                         Name:
                                         Title: