Exhibit 3(b)1


                              ARTICLES OF AMENDMENT

                                     to the

                            ARTICLES OF INCORPORATION

                                       of

                              ALABAMA POWER COMPANY


         Pursuant to, and with the effect provided in, Sections 10-2B-10.03
through 10-2B-10.06 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: An amendment be made in the joint agreement between Alabama
Power Company and Birmingham Electric Company prescribing the terms and
conditions of the merger of Birmingham Electric Company into and with Alabama
Power Company, as heretofore amended, providing for, the increase of capital
stock of the Company by 9,000,000 shares of common stock by amending Article IX
of such joint agreement to read as follows, which was duly adopted in the manner
provided by the Code by the Company's Board of Directors and shareholders at a
meeting held on April 25, 2003:

                                   "Article IX

                                  Capital Stock

                  The corporation is authorized to issue three classes of shares
         of capital stock to be designated, respectively, "common stock",
         "preferred stock" and "Class A preferred stock". The total number of
         shares of stock which the corporation shall have authority to issue
         shall be 46,350,000 shares, of which 15,000,000 shares shall be common
         stock with a par value of $40 per share, 3,850,000 shares shall be
         preferred stock with a par value of $100 per share and 27,500,000
         shares shall be Class A preferred stock with a par value of $1 per
         share. The designations, preferences, voting powers or restrictions or
         qualifications thereof, the rights of redemption, retirement and
         conversion of the shares of capital stock of the corporation, and the
         general provisions with respect thereto, shall be as hereinafter set
         forth; provided, however, that the preferred stock and Class A
         preferred stock may be divided into and issued from time to time in one
         or more series, each such series being hereinafter for convenience
         referred to as a "class" of preferred stock or Class A preferred stock,
         as the case may be, and all such series being hereinafter for
         convenience collectively referred to as "classes" of preferred stock or
         Class A preferred stock, as the case may be. The board of directors
         shall have, and is hereby granted the power and authority to divide the
         unissued shares of preferred stock and Class A preferred stock into
         series (including the power and authority to reclassify, in the manner
         provided by law, all or any number of the unissued shares of preferred
         stock authorized at the time of the adoption of the joint agreement
         between Alabama Power Company and Birmingham Electric Company
         prescribing the terms and conditions of the merger of Birmingham
         Electric Company into and with Alabama Power Company) and to fix and
         determine the following relative rights and preferences of any such
         series of preferred stock and Class A preferred stock, and the number
         of shares constituting any such series and the designation thereof, or
         any of them: (1) dividend rate, (2) the dividend payment dates, (3) the
         redemption price thereof, (4) the amount payable in event of
         liquidation, voluntary and involuntary and (5) the sinking fund
         provisions, if any, for the redemption or purchase of shares; and to
         increase or decrease the number of shares of any such series subsequent
         to the issue of shares of that series, but not below the number of
         shares of such series then outstanding. In case the number of shares of
         any series shall be so decreased, the shares constituting such decrease
         shall assume the status of authorized but unissued shares of preferred
         stock or Class A preferred stock, as the case may be. The board of
         directors may issue and sell such shares of preferred stock and Class A
         preferred stock in series and any other authorized shares provided for
         in this Article IX. Upon the issuance of shares of Class A preferred
         stock, there shall be transferred to stated capital represented by each
         such share of Class A preferred stock an amount equal to the excess of
         the consideration received over the par value thereof (up to an amount
         which, when added to such par value, shall not exceed such share's
         preferential claim in the event of involuntary liquidation) and the
         stated capital represented by each share so determined shall be equal
         to such share's preferential claim in the event of involuntary
         liquidation."

         THIRD: The proposed amendment to the general provisions of capital
stock require the affirmative vote of the holders of the larger amount in total
value of all of the capital stock of the Company. The Company considers that the
favorable vote of the holders of all of the outstanding common stock will be
sufficient for the adoption of such amendment.

         FOURTH: At the close of business on March 10, 2003, the record date,
the Company had 6,000,000 shares of common stock issued and outstanding, 475,115
shares of preferred stock, par value $100 per share, issued and outstanding and
8,001,250 shares of Class A preferred stock, par value $1 per share, issued and
outstanding. All of the 6,000,000 shares of common stock voted affirmatively for
the adoption of the amendment. Of the total shares of preferred stock issued and
outstanding, no shares voted affirmatively for the adoption of the amendment, no
shares voted against the amendment and no shares abstained, and of the total
shares of Class A preferred stock issued and outstanding, no shares voted
affirmatively for the adoption of the amendment, no shares voted against the
amendment and no shares abstained, such affirmative votes being sufficient for
the adoption of the foregoing amendment.



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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 day of April, 2003.

                                      ALABAMA POWER COMPANY





                                      Charles D. McCrary
                                      President and Chief Executive Officer





                                       William E. Zales, Jr.
                                       Vice President, Corporate Secretary
                                       and Assistant Treasurer