**Exhibit 24(b)**

| Charles D. McCrary

President and

Chief Executive Officer | 600 North 18th Street

Post Office Box 2641

Birmingham, Alabama 35291-0001 | {Alabama Power Logo} |
|------------------------------------------------------------|-----------------------------------------------------------------------------|----------------------|

 

 

 

January 27, 2006

 

 

| Thomas A. Fanning

30 Ivan Allen Jr. Blvd, N.W.

Atlanta, Georgia  30308 | Wayne Boston

241 Ralph McGill Blvd. NE

Atlanta, Georgia 30308-3374 |
|--------------------------------------------------------------------------|----------------------------------------------------------------------|

 

Dear Sirs:

 

Alabama Power Company proposes to file with the Securities and Exchange Commission, under the Securities Exchange Act of 1934, (1) its Annual Report on Form 10-K for the year ended December 31, 2005, and (2) its quarterly reports on Form 10-Q during 2006.

 

Alabama Power Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint Thomas A. Fanning and Wayne Boston our true and lawful Attorneys for each of us and in each of our names, places and steads to sign and cause to be filed with the Securities and Exchange Commission in connection with the foregoing said Annual Report on Form 10-K, quarterly reports on Form 10-Q, and any appropriate amendment or amendments thereto and any necessary exhibits.

 

 

|   | Yours very truly,

                                                                                                                                                                                                   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ALABAMA POWER COMPANY

 

 

 

                                                                                                                                                                       |
|   | By     /s/Charles D. McCrary                 

Charles D. McCrary

President and Chief Executive

Officer

  |

 

 

 

 

 

- 2 -

 

 

| /s/Whit Armstrong

Whit Armstrong

 

 

                  | /s/Malcolm Portera

Malcolm Portera       |
|---------------------------------------------------------------------------|-------------------------------------------|
| /s/David J. Cooper, Sr.

David J. Cooper, Sr.

 

 

      | /s/Robert D. Powers

Robert D. Powers     |
| /s/R. Kent Henslee

R. Kent Henslee

 

 

                | /s/David M. Ratcliffe

David M. Ratcliffe |
| /s/John D. Johns

John D. Johns

 

 

                    | /s/C. Dowd Ritter

C. Dowd Ritter         |
| /s/Carl E. Jones, Jr.

Carl E. Jones, Jr.

 

 

          | /s/James H. Sanford

James H. Sanford     |
| /s/Patricia M. King

Patricia M. King

 

 

              | /s/John Cox Webb, IV

John Cox Webb, IV   |
| ______________________________

James K. Lowder

 

 

    | /s/James W. Wright

James W. Wright       |
| /s/Wallace D. Malone, Jr.

Wallace D. Malone, Jr.

 

 

  | /s/Art P. Beattie

Art P. Beattie         |
| /s/Charles D. McCrary

Charles D. McCrary                                 | /s/Philip C. Raymond

Philip C. Raymond   |

 

 

 

 

Extract from minutes of meeting of the board of directors of Alabama Power Company.

 

- - - - - - - - - -

 

RESOLVED:  That for the purpose of signing and filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, Alabama Power Company's annual report on Form 10-K for the year ended December 31, 2005, and its 2006 quarterly reports on Form 10-Q, and of remedying any deficiencies with respect thereto by appropriate amendment or amendments, Alabama Power Company, the members of its Board of Directors, and its officers are authorized to give their several powers of attorney to Thomas A. Fanning and Wayne Boston, in substantially the form of power of attorney presented to this meeting.

 

- - - - - - - - - -

 

The undersigned officer of Alabama Power Company does hereby certify that the foregoing is a true and correct copy of resolution duly and regularly adopted at a meeting of the board of directors of Alabama Power Company, duly held on January 27, 2006, at which a quorum was in attendance and voting throughout, and that said resolution has not since been rescinded but is still in full force and effect.

 

 

| Dated: February 27, 2006 | ALABAMA POWER COMPANY

 

 

By    /s/Wayne Boston             

Wayne Boston

Assistant Secretary |
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