UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                                                                                      September 9, 2010                                            


Commission
File Number
Registrant, State of Incorporation,
Address and Telephone Number        
I.R.S. Employer
Identification No.
     
0-2429
Gulf Power Company
(A Florida Corporation)
One Energy Place
Pensacola, Florida 32520
(850) 444-6111
59-0276810


The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 
 



Item 8.01.             Other Events .
On September 9, 2010, Gulf Power Company (the “Company”) entered into an Underwriting Agreement covering the issue and sale by the Company of $125,000,000 aggregate principal amount of its Series 2010B 5.10% Senior Notes due October 1, 2040 (the “Senior Notes”).  The Senior Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration No. 333-149664) of the Company.
 
 
Item 9.01.
Financial Statements and Exhibits .
 
(c)  Exhibits.
 
   
1.3
Underwriting Agreement relating to the Senior Notes, dated September 9, 2010, among the Company and Goldman, Sachs & Co. and RBS Securities Inc., as representatives of the Underwriters named in Schedule I thereto.
   
4.2
Seventeenth Supplemental Indenture to Senior Note Indenture dated as of September 17, 2010, providing for the issuance of the Senior Notes.
   
4.9
Form of Senior Note (included in Exhibit 4.2 above).
   
5.2
Opinion of Troutman Sanders LLP relating to the Senior Notes.
   
12.1
Computation of ratio of earnings to fixed charges.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:           September 17, 2010
GULF POWER COMPANY
 
 
            /s/Melissa K. Caen
By          Melissa K. Caen
            Assistant Secretary

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