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 3, 2010                                           


Commission
File Number
Registrant, State of Incorporation,
Address and Telephone Number 
I.R.S. Employer
Identification No.
     
001-11229
Mississippi Power Company
(A Mississippi Corporation)
2992 West Beach
Gulfport, Mississippi 39501
(228) 864-1211
64-0205820


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.

See MANAGEMENT’S DISCUSSION AND ANALYSIS — FINANCIAL CONDITION AND LIQUIDITY — “Credit Rating Risk” in Item 8 of the Annual Report on Form 10-K of Mississippi Power Company (the “Company”) for the fiscal year ended December 31, 2009.  Also see MANAGEMENT’S DISCUSSION AND ANALYSIS – FINANCIAL CONDITION AND LIQUIDITY – “Credit Rating Risk” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 for information on the Fitch Ratings, Inc. (“Fitch”) ratings for the Company.
On September 3, 2010, Fitch announced that it had downgraded the Company’s unsecured long-term rating from AA- to A+ and the short-term rating from F1+ to F1.  Fitch maintained a stable outlook for the Company.

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 7, 2010
 
MISSISSIPPI POWER COMPANY
 
 
 
By               /s/Melissa K. Caen  
                        Melissa K. Caen
                      Assistant Secretary

 
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