8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 7, 2006

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-3164	Alabama Power Company (An Alabama Corporation) 600 North 18th Street Birmingham, Alabama 35291 (205) 257-1000	63-0004250

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))

Explanatory Note

The undersigned registrant hereby amends Item 9.01(c) of its Current Report on Form 8-K dated June 7, 2006 (the “Current Report”) to supersede and replace Exhibit 5.1 thereto. The exhibit filed herewith replaces the opinion of Balch & Bingham LLP originally filed as Exhibit 5.1 with the Current Report. The registrant inadvertently attached incorrect documents to the Current Report as originally filed.

Item 9.01.		Financial Statements and Exhibits.
	(c) Exhibits.
	5.1		Opinion of Balch & Bingham LLP relating to the Series JJ Senior Notes.

SIGNATURE

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

Date:      June 19, 2006	ALABAMA POWER COMPANY
	By           /s/Wayne Boston Wayne Boston Assistant Secretary

EX-5.1

Exhibit 5.1

Balch & Bingham LLP

1901 Sixth Avenue North

Birmingham, Alabama 35203

June 14, 2006

Alabama Power Company

600 North 18th Street

Birmingham, AL 35291

RE: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Alabama Power Company (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement Nos. 333-126348, 333-126348-01, 333-126348-02 and 333-126348-03) filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2005 and declared effective by the Commission on July 19, 2005 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to $150,000,000 aggregate principal amount of the Company’s Series JJ 6.375% Senior Notes due June 15, 2046 (the “Notes”). The Notes will be issued pursuant to the Senior Note Indenture dated as of December 1, 1997 between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”), as heretofore supplemented and amended and as further supplemented and amended by a Thirty-Sixth Supplemental Indenture dated as of June 14, 2006 (collectively, the “Indenture”).

We have examined the Registration Statement and also the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Notes are valid, binding and legal obligations of the Company enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered in a

Alabama Power Company

June 14, 2006

Page 2

proceeding at law or in equity). In rendering the foregoing opinion, with respect to matters of New York law, we have relied on the opinion of Dewey Ballantine LLP attached hereto as Annex I.

We are members of the State Bar of Alabama and we do not express any opinion herein concerning any law other than the law of the State of Alabama and the federal law of the United States and, to the extent set forth herein, the law of the State of New York.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the statements with respect to our name under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. In giving the foregoing consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. This opinion may not be furnished or quoted to, or relied upon by, any other person for any purpose, without our prior written consent.

Very truly yours,

/s/Balch & Bingham LLP

Annex I

DEWEY BALLANTINE LLP

1301 AVENUE OF THE AMERICUS

NEW YORK, NEW YORK 10019-6092

June 14, 2006

Balch & Bingham LLP

1901 Sixth Avenue North

Birmingham, Alabama 35203

RE: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to the underwriters in connection with the Registration Statement on Form S-3 (Registration Statement Nos. 333-126348, 333-126348-01, 333-126348-02 and 333-126348-03) (the “Registration Statement”) relating to $150,000,000 aggregate principal amount of Alabama Power Company’s (the “Company”) Series  JJ 6.375% Senior Notes due June 15, 2046 (the “Notes”). The Notes will be issued pursuant to the Senior Note Indenture dated as of December 1, 1997 between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”), as heretofore supplemented and amended and as further supplemented and amended by a Thirty-Sixth Supplemental Indenture dated as of June 14, 2006 (collectively, the “Indenture”).

We have examined the Registration Statement and the Indenture, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Balch & Bingham LLP

June 14, 2006

Page 2

Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Notes are valid, binding and legal obligations of the Company enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered in a proceeding at law or in equity).

We are members of the State Bar of New York and we do not express any opinion concerning any law other than the law of the State of New York.

This opinion is furnished solely for your benefit in connection with your rendering an opinion to the Company to be filed as Exhibit 5.1 to the Registration Statement and we hereby consent to your attaching this opinion as an annex to such opinion. In giving our consent to your attaching this opinion to the opinion being rendered by you, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion may not be relied upon by you for any other purpose, or quoted to or relied upon by any other person, firm or entity for any purpose, without our prior written consent.

Very truly yours,

/s/Dewey Ballantine LLP

DEWEY BALLANTINE LLP