8-A12B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES

OF SECURITIES PURSUANT TO

SECTION 12(b) or (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

ALABAMA POWER COMPANY

(Exact name of registrant as specified in its charter)

Alabama	63-0004250
(State of incorporation or organization)	(IRS Employer Identification No.)

600 North 18th Street, Birmingham, Alabama	35203
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be so registered
10,000,000 shares 5.00% Class A Preferred Stock, Cumulative, Par Value $1 Per Share (Stated Capital $25 Per Share)	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. [ ]

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [ ]

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-216229

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

This Registration Statement relates to the 10,000,000 shares of 5.00% Class A Preferred Stock, Cumulative, Par Value $1 Per Share (Stated Capital $25 Per Share) (the “new Class A Preferred Stock”) of Alabama Power Company (the “Company”). A description of the new Class A Preferred Stock is contained in (i) the Registration Statement on Form S-3 of the Company, Registration No. 333-216229, filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), under the caption “Description of the Class A Preferred Stock” and (ii) a final prospectus supplement filed by the Company pursuant to Rule 424(b) under the Securities Act under the caption “Description of the New Class A Preferred Stock”. Such descriptions are incorporated by reference herein.

Item 2. Exhibits.

Exhibit Number
	1	Registration Statement on Form S-3, filed by the Company (Registration No. 333-216229) (incorporated herein by reference).
	4(a)	Form of Amendment to Articles of Incorporation of the Company dated September 7, 2017, which includes resolutions of the Board of Directors of the Company establishing the new Class A Preferred Stock.

Exhibits heretofore filed with the Securities and Exchange Commission and designated as set forth above are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated:	September 7, 2017	ALABAMA POWER COMPANY
		By	/s/Melissa K. Caen
			Melissa K. Caen Assistant Secretary

EX-4.A

Exhibit 4(a)

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

ALABAMA POWER COMPANY

_______________________

Pursuant to, and with the effect provided in, Section 10A-2-6.02 of the Code of Alabama, 1975, as amended (the “Code”), the undersigned company adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST:     The name of the company is “Alabama Power Company” (the “Company”).

SECOND: The following resolutions amending the Company’s Articles of Incorporation, as amended, providing for, among other things, the issuance and sale of not more than 10,000,000 shares of Class A Preferred Stock ($25 Stated Capital Per Share) in one or more series and establishing each series of the new stock, was duly adopted in the manner provided by the Code by the Company’s Board of Directors at a meeting held on July 28, 2017, shareholder approval therefor not being required:

RESOLVED, That the relative rights and preferences of 10,000,000 of the authorized but unissued shares of undesignated Class A Preferred Stock (stated capital $25 per share) (the “new stock”) are hereby authorized to be issued in one or more series, and that in those respects in which the shares thereof may vary from the shares of other series of Class A Preferred Stock which may now or hereafter be authorized or created, shall be as follows:

(1) The officers of the Company be and hereby are authorized to determine the dividend rate or rates of the new stock, not to exceed 5.375% of the stated capital per annum, accruing from the date of original issue and the dividend payment dates shall be the first days of January, April, July and October (each a “Dividend Payment Date”) in each year commencing on the applicable Dividend Payment Date succeeding the date of issuance of the new stock. If any Dividend Payment Date is not a business day, the related dividend, if declared, will be paid on the next succeeding business day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the new stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period.

(2) (a) On or after October 1, 2022, the Company may redeem any or all of the new stock, from time to time, at a redemption price equal to $25.00 per share of the new stock to be redeemed, plus an amount equal to the amount of the accrued and unpaid dividends (whether or not declared) to but excluding the redemption date.

(b)Before October 1, 2022, the Company shall have the right to redeem the new stock, inwhole but not in part, following the occurrence of a Rating Agency Event, at a redemption price equal to$25.50 per share of the new stock to be redeemed, plus an amount equal to the amount of the accrued andunpaid dividends (whether or not declared) to but excluding the redemption date.

“Rating Agency Event” means a change to the methodology or criteria that were employed by an applicable nationally recognized statistical rating organization for purposes of assigning equity credit to securities such as the new stock on the date of original issuance of the new stock, which change reduces the amount of equity credit assigned to the new stock as compared with the amount of equity credit that such rating agency had assigned to the new stock as of the date of original issuance thereof.

(3) The amount payable in the event of liquidation shall be $25.00 per share, plus accrued and unpaid dividends.

(4) The shares of such class shall not be, by their terms, convertible or exchangeable.

(5) The shares of such class shall not be, by their terms, entitled to the benefit of any sinking fund.

(6) Upon the issuance of shares of the new stock, there shall be transferred from the Premium on Capital Stock Account to the Preferred Stock Account an amount equal to $24.00 per share, and thereafter the stated capital of each share of new stock shall be $25.00 per share.

THIRD: The undersigned officers of the Company pursuant to the authority granted them by the Company’s Board of Directors at a meeting held on July 28, 2017 hereby establish and designate, on behalf of the Company, a new series of Class A Preferred Stock comprising 10,000,000 shares of 5.00% Class A Preferred Stock (the “5.00% Class A Preferred Stock”). Dividends shall be payable upon the 5.00% Class A Preferred Stock at a rate of 5.00% of the stated capital per annum.

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IN WITNESS WHEREOF, the undersigned officers of the Company, do hereby set their hand and the seal of the Company on the 7^th day of August, 2017.

Philip C. Raymond

Executive Vice President, Chief Financial

Officer and Treasurer

Alabama Power Company

Ceila H. Shorts

Corporate Secretary

Alabama Power Company

This Instrument was prepared by:

Monica W. Sargent

Balch & Bingham LLP

1901 Sixth Avenue North, Suite 2600

Birmingham, Alabama 35203

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