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~~March 1522, ~~2017~~2018

CommissionFile Number	Registrant, State of Incorporation,Address and Telephone Number	I.R.S. ~~Employer~~EmployerIdentification ~~Identification~~ No.
001-11229	Mississippi Power Company(A Mississippi Corporation)2992 West Beach BoulevardGulfport, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Matters.

On ~~September~~March 1522, ~~2017~~2018, Mississippi Power Company (~~“Mississippi Power”) issued a promissory note (~~the “~~Promissory Note~~Company”) toentered ~~its~~into ~~parent~~Underwriting ~~company,~~Agreements ~~The~~covering ~~Southern Company (“Southern Company”), in~~ the ~~aggregate~~issuance ~~principal~~and ~~amount~~sale of ~~up to~~ $~~150~~300,000,000, ~~primarily~~aggregate toprincipal ~~satisfy~~amount ~~Mississippi~~of ~~Power’s~~its ~~federal~~Series ~~income~~2018A ~~tax~~Floating ~~obligations~~Rate ~~for~~Senior ~~the~~Notes ~~quarters~~due ~~ending~~March ~~September 30~~27, ~~2017~~2020 ~~and December 31, 2017 and also for other general corporate purposes. The Promissory Note bears interest based on~~ (the ~~one-month~~“Series ~~London~~2018A ~~Interbank~~Senior ~~Offered~~Notes”) ~~Rate~~ and ~~matures~~$300,000,000 onaggregate ~~the~~principal ~~earlier~~amount of ~~(i)~~its ~~December~~Series ~~31,~~2018B ~~2017~~3.95% orSenior ~~(ii)~~Notes ~~five~~due ~~(5)~~March ~~business~~30, ~~days~~2028 ~~after~~ (the ~~date~~“Series ~~that~~2018B ~~Mississippi~~Senior ~~Power~~Notes”). Both ~~receives an income tax refund from~~ the ~~United~~Series ~~States~~2018A ~~federal~~Senior ~~government~~Notes ~~equal~~and ~~to or greater than~~ the ~~principal~~Series ~~amount~~2018B ~~outstanding~~Senior ~~under~~Notes ~~the~~were ~~Promissory~~registered ~~Note. Mississippi Power borrowed approximately $109 million~~ under the ~~Promissory~~Securities ~~Note~~Act onof ~~September~~1933, 15as amended, ~~2017~~pursuant to ~~satisfy~~the ~~its~~shelf ~~federal~~registration ~~income~~statement ~~tax~~(Registration ~~obligations~~No. ~~for~~333-219651), of the ~~quarter ending September 30, 2017~~Company.

Item 29.0301. ~~Creation of a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03.



(d) Exhibits.

1.3(a)	Underwriting Agreement, dated March 22, 2018, relating to the Series 2018A Senior Notes among the Company and Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC, as representatives of the several Underwriters named in Schedule I to such Underwriting Agreement.

1.3(b)	Underwriting Agreement, dated March 22, 2018, relating to the Series 2018B Senior Notes among the Company and Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC, as representatives of the several Underwriters named in Schedule I to such Underwriting Agreement.

4.2(a)	Fourteenth Supplemental Indenture to Senior Note Indenture dated as of March 27, 2018, providing for the issuance of the Series 2018A Senior Notes.

4.2(b)	Fifteenth Supplemental Indenture to Senior Note Indenture dated as of March 27, 2018, providing for the issuance of the Series 2018B Senior Notes.

4.8(a)	Form of Series 2018A Senior Note (included in Exhibit 4.2(a) above).

4.8(b)	Form of Series 2018B Senior Note (included in Exhibit 4.2(b) above).

5.1(a)	Opinion of Troutman Sanders LLP relating to the Series 2018A Senior Notes.

5.1(b)	Opinion of Troutman Sanders LLP relating to the Series 2018B Senior Notes.

Item 9.01. Financial Statements and Exhibits.



8.1(a)	Tax Opinion of Troutman Sanders LLP relating to the Series 2018A Senior Notes.

8.1(b)	Tax Opinion of Troutman Sanders LLP relating to the Series 2018B Senior Notes.

12.1	Computation of ratio of earnings to fixed charges.

23.1	Consent of Troutman Sanders LLP (included in Exhibit 5.1(a) above).

23.2	Consent of Troutman Sanders LLP (included in Exhibit 5.1(b) above).

23.3	Consent of Troutman Sanders LLP (included in Exhibit 8.1(a) above).

23.4	Consent of Troutman Sanders LLP (included in Exhibit 8.1(b) above).

(d) Exhibits

10.1 Promissory Note dated September 15, 2017 between Mississippi Power and Southern Company in the aggregate amount of up to $150,000,000.

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 18, 2017	MISSISSIPPI POWER COMPANY
Date: March 27, 2018	MISSISSIPPI POWER COMPANY
	By	/s/Melissa K. Caen
		Melissa K. CaenAssistant Secretary

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