Exhibit 4.4


                              ARTICLES OF AMENDMENT

                                     to the

                            ARTICLES OF INCORPORATION

                                       of

                              ALABAMA POWER COMPANY



         Pursuant to, and with the effect provided in, Section 10-2B-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 4,000,000 shares of Class A Preferred Stock (Stated
Capital $25 Per Share), not in excess of an aggregate $100 million, 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 January 23, 2004, shareholder approval therefor not being required:

                  RESOLVED, That the relative rights and preferences of
         4,000,000 of the authorized but unissued shares of undesignated Class A
         Preferred Stock (Stated Capital $25 Per Share) (the "new stock") 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 7.5% 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 in
                  each year commencing on the applicable dividend payment date
                  succeeding the date of issuance of the new stock;


                  (2) No shares of the new stock shall be redeemed prior to five
                  years from the first dividend payment date and the price at
                  which shares may be redeemed thereafter shall be $25 per
                  share, plus accrued and unpaid dividends to the date of
                  redemption;

                  (3) The amount payable in the event of liquidation shall be
                  $25 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; and

                  (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 per share,
                  and thereafter the stated capital of each share of the new
                  stock shall be $25 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
January 23, 2004 hereby establish and designate, on behalf of the Company, a
series of Class A Preferred Stock comprising 4,000,000 shares of 5.30% Class A
Preferred Stock, Cumulative, Par Value $1 Per Share (Stated Capital $25 Per
Share) (the "5.30% Class A Preferred Stock"). Dividends shall be payable upon
the 5.30% Class A Preferred Stock at a rate of 5.30% 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 17th day of February, 2004.




                                       /s/William B. Hutchins, III
                                       William B. Hutchins, III
                                       Executive Vice President, Chief Financial
                                       Officer and Treasurer
                                       Alabama Power Company



                                       /s/Ceila H. Shorts
                                       Ceila H. Shorts
                                       Assistant Secretary
                                       Alabama Power Company

This Instrument was prepared by:
Monica W. Sargent
Balch & Bingham LLP
1901 Sixth Avenue North, Suite 2600
Birmingham, AL  35203