Washington, D.C.

                          Three year period ending 2005

                      FORM U-12(I)-B (THREE-YEAR STATEMENT)

      Statement Pursuant to Section 12(i) of Public Utility Holding Company Act
of 1935 by a Person Regularly Employed or Retained by a Registered Holding
Company or a Subsidiary Thereof and Whose Employment Contemplates Only Routine
Expenses as Specified in Rule 71(b)

         1. Name and business address of person filing statement.

                  Julian H. Smith, Jr.
                  Post Office Box 2641
                  Birmingham, Alabama 35291

         2. Names and business addresses of any persons through whom the
undersigned proposes to act in matters included within the exemption provided by
paragraph (b) of Rule U-71.


         3. Registered holding companies and subsidiary companies by which the
undersigned is regularly employed or retained.

                  Alabama Power Company, Southern Company and all its

         4. Position or relationship in which the undersigned is employed or
retained by each of the companies named in item 3, and brief description of
nature of services to be rendered in each such position or relationship.

                  Vice President - Corporate Relations (includes responsibility
for Community Relations and Governmental Relations Departments)

         5. (a) Compensation received during the prior reporting period and
estimated to be received over the next two calendar years by the undersigned or
others, directly or indirectly, for services rendered by the undersigned, from
each of the companies designated in item 3. (Use column (a) as supplemental
statement only.)

                Salary or other
Name of         received     to be            Person or company from whom
recipient                   received          received or to be received

                  (a)               (b)

Julian H.     $2,095,321   to be included       Alabama Power Company
Smith, Jr.                 in supplemental

           (b)    Basis for compensation if other than salary. None

          6. (To be answered in supplementary statement only.) Expenses incurred
by the undersigned or any person named in item 2, above, during the calendar
year in connection with the activities described in item 4, above, and the
source or sources of reimbursement for same.

           (a) Total amount of routine expenses charged to client:  None

           (b) Itemized list of all other expenses:  None

Date January 15, 2003                       (Signed) Julian H. Smith, Jr.