SEI HOLDINGS INC
U-1/A, 1996-04-18
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                                                              File No. 70-8823


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to

                                    FORM U-1

                           APPLICATION OR DECLARATION

                                      under

                 The Public Utility Holding Company Act of 1935



                               SEI HOLDINGS, INC.
                               900 Ashwood Parkway
                                    Suite 500
                             Atlanta, Georgia 30338



               (Name of company or companies filing this statement
                  and addresses of principal executive offices)


                              THE SOUTHERN COMPANY

                (Name of top registered holding company parent of
                          each applicant or declarant)


                           Thomas G. Boren, President
                               SEI Holdings, Inc.
                               900 Ashwood Parkway
                                    Suite 500
                             Atlanta, Georgia 30338


                     (Name and address of agent for service)

        The Commission is requested to mail signed copies of all orders,
                         notices and communications to:


      W.L. Westbrook                       Thomas G. Boren, President
 Financial Vice-President                      SEI Holdings, Inc.
   The Southern Company                        900 Ashwood Parkway
270 Peachtree Street, N.W.                          Suite 500
  Atlanta, Georgia  30303                    Atlanta, Georgia  30338


                             John D. McLanahan, Esq.
                              Troutman Sanders LLP
                           600 Peachtree Street, N.E.
                                   Suite 5200
                           Atlanta, Georgia 30308-2216


<PAGE>



         The Application or Declaration heretofore filed in this proceeding is
hereby amended in the following respects:
         1.       The first paragraph of Item 1.3, Description of
Proposed Activities, is deleted and the following revised
paragraph is inserted in lieu thereof:
                  "Holdings proposes to engage, through one or more Marketing
         Subsidiaries, in all forms of brokering and marketing transactions
         involving electricity and other types of energy commodities, including,
         without limitation, oil, natural gas and coal, and in providing related
         "value added" services to customers, such as fuel management, storage
         and procurement services. Holdings proposes that Marketing Subsidiaries
         may engage in such activities without regard to the location or
         identity of customers, provided, however, that such transactions will
         be entered into only with customers other than the Operating Companies
         and SCS. Although such subsidiaries may acquire physical assets that
         are necessary and appropriate to the conduct of such business (such as
         oil and gas storage facilities, gas reserves, gas pipeline facilities
         and coal), Holdings represents that no Marketing Subsidiary will
         acquire any assets if, as a result thereof, it would be or become an
         "electric utility company," as defined in Section 2(a)(3) of the Act,
         or a "gas utility company," as defined in Section 2(a)(4). Holdings
         further represents that no Marketing Subsidiary will sell electricity
         at retail unless such sale is approved or allowed under applicable
         State law."

         2.       Item 1 is amended by adding a new paragraph at the end
thereof, to read as follows:

                  "Item 1.6, Relationship to February 1996 Order. Except as
         proposed herein, Holdings is not requesting any other modification to
         the terms or conditions of the February 1996 Order. Accordingly, any
         investment by Southern in Holdings made for the purpose of financing
         the acquisition of a Marketing Subsidiary shall be counted against the
         financing limitation set forth in the February 1996 Order, and all
         other terms, conditions, and limitations applicable to "Energy-Related
         Companies" shall apply to Marketing Subsidiaries."

                                        2

<PAGE>


         3.       By adding Item 2 - Fees, Commissions and Expenses, to
read as follows:
                  "The fees, commissions and expenses paid or to be paid in
         connection with the proposed transaction are estimated not to exceed
         $8,000, inclusive of the Commission's $2,000 filing fee."


                                    SIGNATURE
         Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated:  April 18, 1996

                                                     SEI HOLDINGS, INC.

                                                     By: /s/Tommy Chisholm
                                                              Tommy Chisholm
                                                              Secretary



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