SOUTHERN CO SERVICES INC
U-13-60, 1995-05-01
ELECTRIC SERVICES
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                                  Form U-13-60
                    Mutual and Subsidiary Service Companies
                            Revised February 7, 1980

                                 ANNUAL REPORT

                                 For The Period


             Beginning January 1, 1994 and Ending December 31, 1994

                                     TO THE

                    U. S. SECURITIES AND EXCHANGE COMMISSION

                                       OF

                        SOUTHERN COMPANY SERVICES, INC.
                       (Exact Name of Reporting Company)


                           SUBSIDIARY SERVICE COMPANY
                           ("Mutual" or "Subsidiary")

 Date of Incorporation April 21, 1949 If not Incorporated, Date of
 Organization

 State or Sovereign Power Under Which Incorporated or Organized State
 Alabama


 Location of Principal Executive Offices of Reporting Company
                        800 Shades Creek Parkway
                        Birmingham, Alabama  35209

 Name, title, and address of officer to whom correspondence concerning
 this report should be addressed:


                   Vice President          64 Perimeter Center East
 W. Dean Hudson    and Comptroller         Atlanta, Georgia  30346
 (Name)               (Title)              (Address)

 Name of Principal Holding Company Whose Subsidiaries are served by
 Reporting Company:


                              THE SOUTHERN COMPANY

<PAGE>

                      INSTRUCTIONS FOR USE OF FORM U-13-60


1. Time of Filing.--Rule 94 provides that on or before the first
   day of May in each calendar year, each mutual service company
   and each subsidiary service company as to which the Commission
   shall have made a favorable finding pursuant to Rule 88, and
   every service company whose application for approval or
   declaration pursuant to Rule 88 is pending shall file with the
   Commission an annual report on form U-13-60 and in accordance
   with the Instructions for that form.

2. Number of Copies.--Each annual report shall be filed in
   duplicate. The company should prepare and retain at least one
   extra copy for itself in case correspondence with reference to
   the report become necessary.

3. Period Covered by Report.--The first report filed by any
   company shall cover the period from the date the Uniform
   System of Accounts was required to be made effective as to
   that company under Rules 82 and 93 to the end of that calendar
   year. Subsequent reports should cover a calendar year.


4. Report Format.--Reports shall be submitted on the forms
   prepared by the Commission. If the space provided on any sheet
   of such form is inadequate, additional sheets may be inserted
   of the same size as a sheet of the form or folded to such
   size.

5. Money Amounts Displayed.--All money amounts required to be
   shown in financial statements may be expressed in whole
   dollars, in thousands of dollars or in hundred thousands of
   dollars, as appropriate and subject to provisions of
   Regulation S-X ( 210.3-01(b)).

6. Deficits Displayed.--Deficits and other like entries shall be indicated
   by the use of either brackets or a parenthesis with corresponding
   reference in footnotes. (Regulation S-X, 210.3-01(c))


7. Major Amendments or Corrections.--Any company desiring to
   amend or correct a major omission or error in a report after
   it has been filed with the Commission shall submit an amended
   report including only those pages, schedules, and entries that
   are to be amended or corrected. A cover letter shall be
   submitted requesting the Commission to incorporate the amended
   report changes and shall be signed by a duly authorized
   officer of the company.


<PAGE>

                      INSTRUCTIONS FOR USE OF FORM U-13-60
                                  (Continued)


8. Definitions.--Definitions contained in Instruction 01-8 to the
   Uniform System of Accounts for Mutual Service companies and
   Subsidiary Service companies, Public Utility Holding Company
   Act of 1935, as amended February 2, 1979 shall be applicable
   to words or terms used specifically within this Form U-13-60.

9. Organization Chart.--The service company shall submit with
   each annual report a copy of its current organization chart.


10. Methods of Allocation.--The service company shall submit with
    each annual report a listing of the currently effective
    methods of allocation being used by the service company and on
    file with the Securities and Exchange Commission pursuant to
    the Public Utility Holding Company Act
    of 1935.

11. Annual Statement of Compensation for Use of Capital
    Billed.--The service company shall submit with each annual
    report a copy of the annual statement supplied to each
    associate company in support of the amount of compensation for
    use of capital billed during the calendar year.

<PAGE>

2

   LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS

                                                     Schedule or       Page
   Description of Schedules and Accounts            Account Number    Number


     COMPARATIVE BALANCE SHEET                       Schedule I       4-5

       SERVICE COMPANY PROPERTY                      Schedule II      6-7

       ACCUMULATED PROVISION FOR DEPRECIATION
          AND AMORTIZATION OF SERVICE COMPANY
             PROPERTY                                Schedule III     8

       INVESTMENTS                                   Schedule IV      9

       ACCOUNTS RECEIVABLE FROM ASSOCIATE
          COMPANIES                                  Schedule V       10

       FUEL STOCK EXPENSES UNDISTRIBUTED             Schedule VI      11

       STORES EXPENSE UNDISTRIBUTED                  Schedule VII     12

        MISCELLANEOUS CURRENT AND ACCRUED
          ASSETS                                     Schedule VIII    13

       MISCELLANEOUS DEFERRED DEBITS                 Schedule IX      14

       RESEARCH, DEVELOPMENT, OR DEMONSTRATION
          EXPENDITURES                               Schedule X       15

       PROPRIETARY CAPITAL                           Schedule XI      16

       LONG-TERM DEBT                                Schedule XII     17

       CURRENT AND ACCRUED LIABILITIES               Schedule XIII    18

       NOTES TO FINANCIAL STATEMENTS                 Schedule XIV     19

   COMPARATIVE INCOME STATEMENT                      Schedule XV      20

       ANALYSIS OF BILLING - ASSOCIATE
          COMPANIES                                  Account 457      21

       ANALYSIS OF BILLING - NONASSOCIATE
          COMPANIES                                  Account 458      22

       ANALYSIS OF CHARGES FOR SERVICE - ASSOCIATE
          AND NONASSOCIATE COMPANIES                 Schedule XVI     23

<PAGE>

                                                                             3

   LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS  (Continued)


                                                    Schedule or       Page
   Description of Schedules and Accounts            Account Number    Number


     SCHEDULE OF EXPENSE BY DEPARTMENT OR
       SERVICE FUNCTION                            Schedule XVII      24-25

     DEPARTMENTAL ANALYSIS OF SALARIES             Account 920        26

     OUTSIDE SERVICES EMPLOYED                     Account 923        27

     EMPLOYEE PENSIONS AND BENEFITS                Account 926        28

     GENERAL ADVERTISING EXPENSES                  Account 930.1      29

     MISCELLANEOUS GENERAL EXPENSES                Account 930.2      30

     RENTS                                         Account 931        31

     TAXES OTHER THAN INCOME TAXES                 Account 408        32

     DONATIONS                                     Account 426.1      33

     OTHER DEDUCTIONS                              Account 426.5      34

     NOTES TO STATEMENT OF INCOME                  Schedule XVIII     35

     FINANCIAL DATA SCHEDULE                       Schedule XIX       36

     ORGANIZATION CHART                                               37

     METHODS OF ALLOCATION                                            38

     ANNUAL STATEMENT OF COMPENSATION FOR USE

       OF CAPITAL BILLED                                              39

<PAGE>

 4
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                             (Thousands of Dollars)

                     SCHEDULE I - COMPARATIVE BALANCE SHEET

Give balance sheet of the Company as of December 31 of the current
and prior year.

ACCOUNT             ASSETS AND OTHER DEBITS             AS OF DECEMBER 31
                                                        CURRENT      PRIOR
     SERVICE COMPANY PROPERTY

 101   Service company property (Schedule II)         255,116    281,412
 107   Construction work in progress (Schedule II)     15,798     13,248
         Total Property                               270,914    294,660
 108   Less accumulated provision for depreciation
         and amortization of service company
         property (Schedule III)                      136,138    155,817
           Net Service Company Property               134,776    138,843

    INVESTMENTS

123    Investments in associate companies (Schedule IV)   -          -
124    Other investments (Schedule IV)                  2,880      2,794
         Total Investments                              2,880      2,794

    CURRENT AND ACCRUED ASSETS

131    Cash                                               -          352
134    Special deposits                                   -          -
135    Working funds                                       99         51
136    Temporary cash investments (Schedule IV)           -          -
141    Notes receivable                                    60         70
143    Accounts receivable                             29,344     24,095
146    Accounts receivable from associate
         companies (Schedule V)                        81,132     70,829
152    Fuel stock expenses undistributed (Schedule VI)    -          -
154    Materials and supplies                           1,541      2,389
163    Stores expense undistributed (Schedule VII)        -          -
165    Prepayments                                      2,334      4,058
174    Miscellaneous current and accrued assets
         (Schedule VIII)                                  -          -
            Total Current and Accrued Assets           114,510    101,844

    DEFERRED DEBITS

181    Unamortized debt expense                             3         29
184    Clearing accounts                                  106        -
186    Miscellaneous deferred debits (Schedule IX)        789        614
188    Research, development, or demonstration
         expenditures (Schedule X)                        -          -
190    Accumulated deferred income taxes                  -          -
            Total Deferred Debits                          898        643

            TOTAL ASSETS AND OTHER DEBITS              253,064    244,124
                                                       =======    =======

<PAGE>
 5
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                             (Thousands of Dollars)

                     SCHEDULE I - COMPARATIVE BALANCE SHEET

ACCOUNT      LIABILITIES AND PROPRIETARY CAPITAL      AS OF DECEMBER 31
                                                      CURRENT      PRIOR

     PROPRIETARY CAPITAL

 201   Common stock issued (Schedule XI)                  725        725
 211   Miscellaneous paid-in-capital (Schedule XI)         59         56
 215   Appropriated retained earnings (Schedule XI)        -          -
 216   Unappropriated retained earnings
         (Schedule XI)                                     -          -
            Total Proprietary Capital                      784        781

    LONG-TERM DEBT

 223    Advances from associate companies (Schedule XII)   -          -
 224    Other long-term debt (Schedule XII)             74,048     74,476
 225    Unamortized premium on long-term debt              -          -
 226    Unamortized discount on long-term debt-debit       -          -
            Total Long-Term Debt                        74,048     74,476

    CURRENT AND ACCRUED LIABILITIES

 231    Notes payable                                   12,428     28,632
 232    Accounts payable                                22,484     18,007
 233    Notes payable to associated companies
         (Schedule XIII)                               15,050      4,000
 234    Accounts payable to associate companies
         (Schedule XIII)                               23,316     41,000
 236    Taxes accrued                                     346        150
 237    Interest accrued                                  207        128
 238    Dividends declared                                 -          -
 241    Tax collections payable                         1,409        531
 242    Miscellaneous current and accrued
         liabilities (Schedule XIII)                   42,196     32,989
            Total Current and Accrued Liabilities     117,436    125,437

    DEFERRED CREDITS

 253    Other deferred credits                         60,796     43,430
 255    Accumulated deferred investment tax credits       -          -
            Total Deferred Credits                     60,796     43,430


 282    ACCUMULATED DEFERRED INCOME TAXES                  -          -

            TOTAL LIABILITIES AND PROPRIETARY
              CAPITAL                                 253,064    244,124
                                                      =======    =======
                                                      

<PAGE>
 6
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE II

                            SERVICE COMPANY PROPERTY

                         BALANCE AT                                  BALANCE AT
                         BEGINNING             RETIREMENTS   OTHER 1/  CLOSE OF
       DESCRIPTION        OF YEAR   ADDITIONS   OR SALES     CHANGES     YEAR


 SERVICE COMPANY PROPERTY

 Account

 301  ORGANIZATION            -          -          -         -            -
 303  MISCELLANEOUS
      INTANGIBLE PLANT        -          -          -         -            -
 304  LAND & LAND RIGHTS    2,311        -         (492)      -          1,819
 305  STRUCTURES AND
      IMPROVEMENTS         71,861        -      (17,452)   (1,010)      53,399
 306  LEASEHOLD
      IMPROVEMENTS         24,869      2,217        -        (688)      26,398
 307  EQUIPMENT 2/        105,834     10,633    (11,479)      (19)     104,969
 308  OFFICE FURNITURE
      AND EQUIPMENT        30,562      3,739     (9,559)    1,034       25,776
 309  AUTOMOBILES, OTHER
      VEHICLES AND
      RELATED GARAGE
      EQUIPMENT             3,389        738       (634)       24        3,517
 310  AIRCRAFT AND
      AIRPORT EQUIPMENT    28,692          1         (1)      -         28,692
 311  OTHER SERVICE COMPANY
      PROPERTY 3/          13,894      2,436     (5,756)      (28)      10,546

        SUB-TOTAL         281,412     19,764    (45,373)     (687)     255,116

 107  CONSTRUCTION WORK
      IN PROGRESS 4/       13,248    112,706        -    (110,156)(1)   15,798

        TOTAL             294,660    132,470    (45,373) (110,843)     270,914
                          =======    =======    =======  ========      =======


 1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

 (1) Transfer of equipment to Southern Communications.

 ( ) Denotes red figure.

<PAGE>
 7
                             SCHEDULE II-CONTINUED

                             (Thousands of Dollars)


 2/   SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE
      SERVICE COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF
      EQUIPMENT ADDITIONS DURING THE YEAR AND THE BALANCE AT THE
     CLOSE OF THE YEAR:

                                                                    BALANCE AT
                                                                     CLOSE OF
 SEC/CLASS  SUBACCOUNT DESCRIPTION               ADDITIONS           YEAR

 307/02     Research & Laboratory Equip.              172                 900
 307/03     Word Processing/Office
              Automation Equip.                       667               3,453
 307/04     Personal Computer Equip.                6,416              31,712
 307/05     Computer Equipment                      2,249              54,514
 307/11     Telephone Systems                         157               6,493
 307/12     Telecommunications Equip.                 972               7,897
 308/01     Furniture & Fixtures                    3,187              20,380
 308/09     Data Handling Equipment
              & Miscellaneous                         552               5,396
 309/08     Autos, Trucks & Trailers                  738               3,517
 310/07     Aircraft                                    1              28,692
 311/10     Software                                2,436               8,854
 311/13     Coal Pilot Scale Combustion
               Facility                               -                 1,671
 311/14     Boats                                     -                    21

                          TOTAL                    17,547             173,500
                                                   ======             =======


 3/        DESCRIBE OTHER SERVICE COMPANY PROPERTY:

      1.  Purchased computer software and software licenses.

      2.  Pulverized coal pilot scale combustion facility.

      3.  Boats, motors, & trailers

 4/   DESCRIBE CONSTRUCTION WORK IN PROGRESS:

      A.  An energy management system for the Southern Electric System to be
          located at Birmingham, Alabama.

      B.  Equipment for Southern Communications.


( ) Denotes red figure.

<PAGE>
 8

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE III

                   ACCUMULATED PROVISION FOR DEPRECIATION AND
                    AMORTIZATION OF SERVICE COMPANY PROPERTY

                                     ADDITIONS              OTHER
                        BALANCE AT    CHARGED               CHARGES  BALANCE AT
                        BEGINNING       TO                   ADD      CLOSE OF
       DESCRIPTION       OF YEAR   ACCT #403  RETIREMENTS (DEDUCT)1/   YEAR

 Account

 301  ORGANIZATION            -          -         -           -          -

 303  MISCELLANEOUS
      INTANGIBLE PLANT        -          -         -           -          -

 304  LAND & LAND RIGHTS      -          -         -           -          -

 305  STRUCTURES AND
      IMPROVEMENTS         29,478      1,719   (11,593)        -       19,604

 306  LEASEHOLD
      IMPROVEMENTS          9,768        943       -           -       10,711

 307  EQUIPMENT            80,907      9,886   (10,951)        -       79,842

 308  OFFICE FURNITURE
      AND FIXTURES         17,698      2,803    (9,505)        -       10,997

 309  AUTOMOBILES, OTHER
       VEHICLES AND
       RELATED GARAGE
       EQUIPMENT             1,786        483      (460)         7      1,816

 310  AIRCRAFT AND
      AIRPORT EQUIPMENT     6,975        980        (1)         -       7,954

 311  OTHER SERVICE
      COMPANY PROPERTY      9,205      1,670    (5,739)         79      5,215


      TOTAL               155,817     18,484   (38,249)         86    136,138
                          =======     ======   =======        ====    =======

 1/   PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

      NONE

( ) Denotes red figure.

<PAGE>
 9

                           ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                                 For the Year Ended December 31, 1994

                                        (Thousands of Dollars)

                                              SCHEDULE IV

                                              INVESTMENTS


    INSTRUCTIONS:  Complete the following schedule concerning investments.

                   Under Account 124, "Other Investments", state each
                   investment separately, with description, including
                   the name of issuing company, number of shares or
                   principal amount, etc.

                   Under Account 136, "Temporary Cash Investments",
                   list each investment separately.

                                              BALANCE AT          BALANCE AT
                                               BEGINNING            CLOSE OF
       DESCRIPTION                               OF YEAR              YEAR


 ACCOUNT 123 - INVESTMENT IN ASSOCIATE
     COMPANIES                                      -                 -




 ACCOUNT 124 - OTHER INVESTMENTS

      Employee Energy Loans                       1,746             1,842
      Energy Insurance Mutual LTD - Reserve          11                11
      ACE Limited - Reserve                          69                69
      Employee Computer Loans                       866               866
      Notes Receivable                               91                87
      Miscellaneous                                  11                 5



 ACCOUNT 136 - TEMPORARY CASH INVESTMENTS             -               -

      TOTAL                                         2,794           2,880
                                                    =====           =====

<PAGE>

10
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                   SCHEDULE V

                  ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

    INSTRUCTIONS:  Complete the following schedule listing accounts receivable
                   from each associate company. Where the service company has
                   provided accommodation or convenience payments for associate
                   companies, a separate listing of total payments for each
                   associate company by subaccount should be provided.

                                                   BALANCE AT       BALANCE AT
                                                   BEGINNING         CLOSE OF
       DESCRIPTION                                  OF YEAR           YEAR

 ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

      The Southern Company                             1,739             3,403
      Alabama Power Company                           13,113            15,355
      Georgia Power Company                           19,381            26,306
      Gulf Power Company                              13,305             5,346
      Mississippi Power Company                        9,183             4,893
      Savannah Electric and Power Company              5,986             4,921
      Southern Communications Services, Inc.             -               9,638
      Southern Development & Investment Group, Inc.        2                 1
      Southern Electric Generating Company               764               384
      Southern Electric International, Inc.            2,208             1,986
      Southern Electric Railroad                          40                19
      Southern Nuclear Operating Company               5,108             8,397
      Trustee for SCS Pension                            -                 483

          TOTAL                                        70,829           81,132
                                                       ======           ======

    ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS:                  TOTAL
                                                                       PAYMENTS

      The Southern Company                                               2,797
      Alabama Power Company                                             59,165
      Georgia Power Company                                            128,367
      Gulf Power Company                                                17,258
      Mississippi Power Company                                         65,008
      Savannah Electric and Power Company                               49,462
      Southern Communications Services, Inc.                             9,717
      Southern Development & Investment Group, Inc.                        -
      Southern Electric Generating Company                                 498
      Southern Electric International, Inc.                             51,116
      Southern Electric Railroad                                           -
      Southern Nuclear Operating Company                                15,194
      Trustee for SCS Pension                                              483

    The major portion of the above expenses consists of the Integrated
    System Power Pool transactions, transactions relating to the System
    Pension Plan, transactions relating to the Employee Savings Plan and
    transactions relating to the Employee Stock Ownership Plan.

         TOTAL PAYMENTS                                                399,065
                                                                       =======

<PAGE>
 11

                           ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                                 For the Year Ended December 31, 1994

                                        (Thousands of Dollars)

                                              SCHEDULE VI

                                   FUEL STOCK EXPENSES UNDISTRIBUTED


    INSTRUCTIONS:  Report the amount of labor and expenses incurred with respect
                    to fuel stock expenses during the year and indicate amount
                    attributable to each associate company. Under the section
                    headed "Summary" listed below give an overall report of the
                    fuel functions performed by the service company.

       DESCRIPTION                             LABOR      EXPENSES      TOTAL


 ACCOUNT 152 - FUEL STOCK EXPENSES
   UNDISTRIBUTED                                3,134        2,804      5,938

    Total amount billed during current year as follows:

    Associated Companies

      The Southern Company                          -            -          -
      Alabama Power Company                        (958)        (976)    (1,934)
      Georgia Power Company                      (1,278)        (980)    (2,258)
      Gulf Power Company                           (250)        (188)      (438)
      Mississippi Power Company                    (295)        (243)      (538)
      Savannah Electric and Power Company           (67)         (62)      (129)
      Southern Electric Generating Company          (75)         (77)      (152)
      Southern Electric International, Inc.        (158)        (165)      (323)
      Southern Electric Railroad                    (53)        (113)      (166)

         Subtotal                                (3,134)      (2,804)    (5,938)

      Nonassociated Companies                       -            -          -


         TOTAL                                        0            0          0
                                                 =======       =====      =====

( ) Denotes red figure.

 SUMMARY:  Fuel services performed by the service company consists of acting 
           as agent on behalf of all the system operating companies on fossil
           related matters as defined in an operating agreement with each
           company.

<PAGE>

 12
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)


                  SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED




    INSTRUCTIONS:  Report the amount of labor and expenses incurred with respect
                   to stores expense during the year and indicate amount
                   attributable to each associate company.

       DESCRIPTION                              LABOR     EXPENSES      TOTAL


 ACCOUNT 163 - STORES EXPENSE UNDISTRIBUTED




     NOT APPLICABLE






                 TOTAL                          ======    =======       ======


<PAGE>
 13
                
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                 SCHEDULE VIII

                    MISCELLANEOUS CURRENT AND ACCRUED ASSETS

    INSTRUCTIONS:  Provide detail of items in this account.  Items less than
                   $10,000 may be grouped, showing the number of items in each
                   group.

                                                BALANCE AT       BALANCE AT
                                                 BEGINNING         CLOSE OF
       DESCRIPTION                                 OF YEAR           YEAR


 ACCOUNT 174 - MISCELLANEOUS CURRENT AND
               ACCRUED ASSETS                          -                 -


   NOT APPLICABLE

<PAGE>

 14
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE IX

                         MISCELLANEOUS DEFERRED DEBITS

    INSTRUCTIONS:  Provide detail of items in this account.  Items less than
                   $10,000 may be grouped, showing the number of items in each
                   class.

                                                 BALANCE AT          BALANCE AT
                                                  BEGINNING            CLOSE OF
       DESCRIPTION                                 OF YEAR              YEAR

 ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS

  New York State Teachers Retirement System           77                 -

  Deposit for Georgia Sales and Use Tax               13                  17

  Wilsonville Clean-up                               448                 581

  Payroll Taxes                                      -                   180

  Expenses Deferred Until 1994                        76                 -

  Expenses Deferred Until 1995                       -                    11


  Total                                              614                 789
                                                     ===                 ===

<PAGE>
 15

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                   SCHEDULE X

              RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES

    INSTRUCTIONS:  Provide a description of each material research, development,
                   or demonstration project which incurred costs by the service
                   corporation during the year.

       DESCRIPTION                                                    AMOUNT

 ACCOUNT 188 - RESEARCH, DEVELOPMENT, OR DEMONSTRATION
               EXPENDITURES                                          42,632

 Total amount billed/incurred during current year as follows:

 Associate Companies
   Clean Coal Projects:
   Alabama Power Company                                            (1,373)
   Georgia Power Company                                            (2,212)
   Gulf Power Company                                                 (343)
   Mississippi Power Company                                          (281)
   Savannah Electric & Power Company                                   (37)
   Southern Electric Generating Company                               (236)

   Air Quality Studies                                                (135)
   Combustion and Fuel Effects                                        (735)
   Research Administration                                            (533)
   Flue Gas Treatment-Gen Evaluation                                  (263)
   Particulate Control Studies                                        (376)
   Water and Waste Management Research                                  (5)
   Advanced Energy Systems                                          (1,547)
   Thermal & Fluid Sciences                                           (245)
   R&D Tech. Econ Assessments                                         (152)

 Non-Associate Companies:
   Electric Power Research Institute
   Clean Coal Technology                                              (717)
   U.S. Department of Energy
   Dev Selected Agglomeration                                           (5)
   Hot Gas Clean-up Project                                        (27,617)
   Westinghouse AP600 Design Certification                            (111)
   Generic NOx Control Intelligent System                             (157)
   GE - SBWR Project                                                   (91)
   Westinghouse 1RST of Kind Engr (FOAKE)                           (2,184)
   Clean Coal Technology                                            (2,810)
   Clean Coal Technology - Not Billed                                 (467)

   TOTAL                                                                 0  
                                                                   =======
( ) Denotes red figure.

<PAGE>
 16

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                       SCHEDULE XI - PROPRIETARY CAPITAL

                              NUMBER OF    PAR OR STATED    OUTSTANDING
 ACCOUNT                       SHARES         VALUE            CLOSE
 NUMBER     CLASS OF STOCK    AUTHORIZED    PER SHARE        OF PERIOD

 201        COMMON STOCK                                    NO. OF SHARES
             ISSUED             17,000        50.00         14,500

                                                            TOTAL AMOUNT
                                                            725

    INSTRUCTIONS: Classify amounts in each account with brief explanation,
                  disclosing the general nature of transactions which gave rise
                  to the reported amounts.

       DESCRIPTION                                     AMOUNT

            ACCOUNT 211
              MISCELLANEOUS PAID-IN CAPITAL               59

            ACCOUNT 215
              APPROPRIATED RETAINED EARNINGS              -

            TOTAL                                         59

    INSTRUCTIONS: Give particulars concerning net income or (loss)
                  during the year, distinguishing between compensation
                  for the use of capital owed or net loss remaining from
                  servicing nonassociates per the General Instructions
                  of the Uniform System of Accounts. For dividends paid
                  during the year in cash or otherwise, provide rate
                  percentage, amount of dividend, date declared and date
                  paid.


                               BALANCE AT  NET INCOME              BALANCE AT
                               BEGINNING       OR      DIVIDENDS     CLOSE
       DESCRIPTION              OF YEAR      (LOSS)      PAID       OF YEAR

       ACCOUNT 216
         UNAPPROPRIATED RETAINED
         EARNINGS                   -          -           -          -

            TOTAL                   -          -           -          -

<PAGE>
 17

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                         SCHEDULE XII - LONG-TERM DEBT
<TABLE>
<CAPTION>

   <S>            <C> 

    INSTRUCTIONS:  Advances from associate companies should be reported separately for advances on notes, and
                   advances on open account. Names of associate companies from which advances were received
                   shall be shown under the class and series of obligation column. For Account 224 - Other
                   Long-Term Debt provide the name of creditor company or organization, terms of the
                   obligation, date of maturity, interest rate, and the amount authorized and outstanding.

   
</TABLE>
<TABLE>
<CAPTION>
    <S>                   <C>              <C>       <C>        <C>         <C>         <C>         <C>          <C>

                           TERMS OF OBLIG    DATE                            BALANCE AT                          BALANCE AT
                           CLASS & SERIES      OF     INTEREST    AMOUNT      BEGINNING                 1/         CLOSE
    NAME OF CREDITOR       OF OBLIGATION    MATURITY    RATE    AUTHORIZED     OF YEAR   ADDITIONS  DEDUCTIONS     OF YEAR


    ACCOUNT 223 - ADVANCES FROM ASSOCIATE
           COMPANIES:

    NOT APPLICABLE

    ACCOUNT 224 - OTHER LONG-TERM DEBT:
      Notes Payable
    Wachovia                                  9/9/96     4.62      10,000     10,000        -             -          10,000
    CIBC, Inc.                                9/9/97     4.94      15,000     15,000        -             -          15,000
       Subtotal                                                    25,000     25,000        -             -          25,000

    OTHER LONG-TERM DEBT:
    CAPITAL LEASE OBLIGATION
    Taylor and Mathis                      02/01/2011    9.25       7,225      6,045        -            170          5,874
    Taylor and Mathis                      02/01/2011   13.00      41,551     43,431        -            258         43,174
       Subtotal                                                    48,776     49,476        -            428         49,048

    TOTAL                                                          73,776     74,476        -            428         74,048
                                                                   ======     ======      ====          ====         ======

    1/   GIVE AN EXPLANATION OF DEDUCTIONS: Taylor and Mathis - Deductions of $427,978.06 transferred to current maturities.
</TABLE>

<PAGE>

 18
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES

    INSTRUCTIONS: Provide balance of notes and accounts payable to each
                  associate company. Give description and amount of
                  miscellaneous current and accrued liabilities. Items
                  less than $10,000 may be grouped, showing the number
                  of items in each group.
  
                                                 BALANCE AT          BALANCE AT
                                                 BEGINNING            CLOSE OF
       DESCRIPTION                                OF YEAR              YEAR

    ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES

      The Southern Company                         4,000              15,050
       TOTAL                                       4,000              15,050
                                                   =====              ======
    ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES

      The Southern Company                           -                   -
      Alabama Power Company                       22,396              12,294
      Georgia Power Company                       10,655               3,983
      Gulf Power Company                           1,208                 733
      Mississippi Power Company                      311                 208
      Savannah Electric and Power Company             11                  20
      Southern Electric Generating Company            12                  38
      Southern Electric International, Inc.          274                 -
      Southern Nuclear Operating Company           6,133               6,040
       TOTAL                                      41,000              23,316
                                                  ======              ======

    ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES

      Incentive Pay                               13,037              15,751
      Vacation Clearing Account                   11,166              11,282
      Accrued Labor & Related Overheads              -                 4,208
      Employee Group Insurance Premiums            2,903               2,624
      Early Retirement Benefits                    1,758               2,223
      Productivity Improvement Program             1,350               1,902
      Accumulated Provision for Major Overhaul
       of Aircraft                                   762               1,209
      Supplemental Pensions and Benefits             996               1,274
      Department of Energy                           438                 240
      Flex and Save Benefits                         228                 956
      Post Employment Benefits                        68                  66
      Workmen's Compensation Awards                   17                 -
      Severance Pay                                   50                 -
      Employee Travel - Diners Club                  -                   (43)
      Metro Life Advance-Current                     151                 169


 (Continued on Page 18A)

<PAGE>
 18A

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES
                                  (Continued)



                                               BALANCE AT            BALANCE AT
                                               BEGINNING              CLOSE OF
       DESCRIPTION                              OF YEAR                YEAR


      SCS Employee Energy Loan                       -                    68
      Associate Companies - ESP                      -                    22
      SNC - U. S. Savings Bond Withholdings          -                    20
      Committment Fees - Credit Lines                -                    63
      MPCO - Credit Union Withholdings               -                    99
      Accrued Bank Fees                              -                    51
      Wages - Regular Part-Time Employees             28                 -
      Payroll - General                               20                 -
      Miscellaneous (9)                               17                 -
      Miscellaneous (29)                             -                    12


         TOTAL                                    32,989              42,196
                                                  ======              ======
<PAGE>
 19

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS

    INSTRUCTIONS:  The space below is provided for important notes
                   regarding the financial statements or any account
                   thereof. Furnish particulars as to any significant
                   contingent assets or liabilities existing at the
                   end of the year. Notes relating to financial
                   statements shown elsewhere in this report may be
                   indicated here by reference.


    1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        General

        Southern Company Services, Inc. (the "Company") follows the Uniform
        System of Accounts prescribed by the Securities and Exchange Commission
        ("SEC") for service companies, as amended, effective January 1, 1980.

        The Company has no earnings or retained earnings since it
        primarily renders services at cost to its parent company, The
        Southern Company, and to that company's subsidiaries, as
        further discussed in Note 2.

        Cash and Cash Equivalents

        The Company considers all highly liquid investments with
        original maturities of 90 days or less to be cash equivalents.
        The carrying value of cash and cash equivalents approximates
        fair value.

        Income Taxes

        The Company is included in the consolidated federal income tax
        return with The Southern Company and its subsidiaries. Federal
        income tax deferrals primarily resulting from the use of
        accelerated depreciation are fully utilized and accounted for
        by the operating subsidiaries of The Southern Company.

        Pension Costs

        The Company has a defined benefit, trusteed, noncontributory
        pension plan which covers substantially all regular employees.
        The Company uses the "entry age normal method with frozen
        initial liability" actuarial method for funding purposes,
        subject to limitations under federal income tax regulations.
        Statement of Financial Accounting Standards No. 87, "Employers'
        Accounting for Pensions," requires use of the "projected unit
        credit" actuarial method for financial reporting purposes.

<PAGE>
 19A

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS


    INSTRUCTIONS:  The space below is provided for important notes
                   regarding the financial statements or any account
                   thereof. Furnish particulars as to any significant
                   contingent assets or liabilities existing at the
                   end of the year. Notes relating to financial
                   statements shown elsewhere in this report may be
                   indicated here by reference.

        The following table sets forth the defined benefit plan's
        funded status using the projected unit credit method as of
        December 31, 1994 and 1993:

                                                  1994        1993
                                                -------------------
                                                   (In Thousands)

        Actuarial present value of
          benefit obligations:
           Vested benefits                       $156,415    $141,444
           Nonvested benefits                       6,980       7,946
                                                 --------    --------

        Accumulated benefit obligation            163,395     149,390
        Additional amounts related to
          projected salary increases               71,725      63,131
                                                 --------    --------

        Projected benefit obligation              235,120     212,521
        Less:
         Fair value of plan assets,
          primarily equity and
          fixed-income securities                315,040     327,208
         Unrecognized net gain                   (78,639)   (104,658)
         Unrecognized prior service
          cost                                     4,782       6,151
         Unrecognized net transition
          asset                                  (13,331)    (14,442)
                                               ---------     -------

        (Accrued) prepaid pension costs        $  (7,268)  $   1,738
                                               =========   =========



        The rates assumed in the actuarial calculations were as follows:

                                                   1994        1993
                                                   ----        ----

        Discount                                    8.0%        7.5%
        Annual salary increase                      5.5%        5.0%
        Long-term return on plan assets             8.5%        8.5%

<PAGE>
 19B

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS

    INSTRUCTIONS:  The space below is provided for important notes
                   regarding the financial statements or any account
                   thereof. Furnish particulars as to any significant
                   contingent assets or liabilities existing at the
                   end of the year. Notes relating to financial
                   statements shown elsewhere in this report may be
                   indicated here by reference.

      The components of net pension cost are shown below:


                                                   1994        1993
                                               ----------   ---------
                                                      (In Thousands)

      Service costs/benefits earned during
        the year                               $  8,945    $  8,865
      Interest cost on projected
        benefit obligation                        15,917      14,893
      Actual return on plan assets                7,645     (41,954)
      Net amortization and deferral             (34,883)     18,255
                                              ---------     -------

      Net pension (income) cost               $  (2,376)   $     59
                                              =========    ========

      The Company incurred additional expenses of approximately $14,000,000 and
      $1,500,000 in 1994 and 1993, respectively, related to severance benefits
      under work force reduction programs.

      Other Postretirement Benefits

      The Company also provides certain health care and life insurance benefits
      for retired employees. Substantially all employees may become eligible
      for these benefits when they retire. The Company recognizes these
      benefit costs on an accrual basis. The cost to provide these benefits
      amounted to approximately $12,000,000 and $7,000,000 for 1994 and 1993,
      respectively.

      Effective January 1, 1993, Southern Company Services, Inc. adopted the
      provisions of Statement of Financial Accounting Standards No. 106,
     "Employers' Accounting for Postretirement Benefits Other Than Pensions."
      This statement requires that the cost of such benefits be accounted for
      on an accrual basis, using a specified actuarial method, "benefit/years-
      of-service." The method utilized by the Company is on a prospective
      basis where costs will be recognized over a period of 20 years,
      commencing in 1993.

<PAGE>
 19C

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS


    INSTRUCTIONS:  The space below is provided for important notes regarding the
                   financial statements or any account thereof. Furnish
                   particulars as to any significant contingent assets or
                   liabilities existing at the end of the year. Notes relating
                   to financial statements shown elsewhere in this report may be
                   indicated here by reference.

       The following table sets forth the funded status of the plans
       as of December 31, 1994:

                                      Postretirement         Postretirement
                                    Medical      Life      Medical     Life
                                    1994        1994       1993       1993
                                    ------       ----      -------     ----
                                                 (In Thousands)
     Actuarial present value of
      benefit obligation:
       Retirees and Dependents       $21,003    $ 8,481     $12,668  $ 6,731
       Employees eligible to
         retire                        1,695        -         4,397      -
       Other employees                28,204      9,808      30,365   10,716
                                     -------    -------     -------   ------
     Accumulated benefit obligations  50,902     18,289      47,430   17,447
     Less:
      Fair value of plan assets       13,348         92      13,773      105
      Unrecognized net loss (gain)     1,595     (1,631)      5,213   (1,394)
      Unrecognized transition
       obligation                     17,590      6,212      18,901    6,682
                                     -------    -------     -------   ------
     Accrued postretirement benefit
      cost                           $18,369    $13,616     $ 9,543  $12,054
                                     =======    =======     =======  =======

     The rates assumed in the actuarial calculations were as follows:

                                                      1994              1993
                                                      ----              ----
     Discount                                         8.0%               7.5%
     Annual salary increase                           5.5                5.0
     Long-term return on plan assets                  8.5                8.5

     An additional assumption used in measuring the accumulated postretirement
     medical benefit obligation was a weighted average medical care cost trend
     rate of 10.5 percent for 1994 decreasing gradually to 6.0 percent through
     the year 2000 and remaining at that level thereafter. An annual increase
     in the assumed medical care cost trend rate of 1 percent would increase the
     accumulated medical benefit obligation at December 31, 1994, by $10 million
     and the aggregate of the service and interest cost components of the net
     retiree medical cost by $1.5 million.

<PAGE>
 19D

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS

    INSTRUCTIONS:  The space below is provided for important notes regarding the
                   financial statements or any account thereof. Furnish
                   particulars as to any significant contingent assets or
                   liabilities existing at the end of the year. Notes relating
                   to financial statements shown elsewhere in this report may be
                   indicated here by reference.

       The components of net periodic post retirement costs for 1994
       and 1993 are as follows:

                                       Postretirement         Postretirement
                                      Medical      Life      Medical     Life
                                       1994        1994       1993       1993
                                     -------       ----      ------      ----
                                                (In Thousands)
     Service cost/benefits earned
      during the year                  $2,123     $  631      $1,719  $   686
     Interest cost on accumulated
      benefit obligation                3,618      1,317       2,957    1,365
     Amortization of transition
      obligation over 20 years            985        348         995      352
     Actual return on plan assets         425         12      (1,774)      (8)
     Net amortization and deferral     (1,529)       (20)        754      -
                                       ------     ------      ------   ------
      Net postretirement benefit cost  $5,622     $2,288      $4,651   $2,395
                                       ======     ======      ======   ======

     Early Retirement Program

     In 1994, the Company incurred an additional cost of $17,048,000 related to
     an early retirement program. These costs were charged to income.

     Property, Equipment, and Depreciation and Amortization

     Property and equipment, including any interest capitalized during
     construction, are recorded at cost. Depreciation and amortization are
     provided on the straight-line method over the estimated economic life of
     the related asset (ranging from 5 to 12 years). Leasehold improvements
     are amortized over the lives of the respective leases.

     On retirement or sale of assets, the cost of such assets and the related
     accumulated depreciation are removed from the accounts, and the gain or
     loss, if any, is credited or charged to income.

     Reclassification

     Certain prior year amounts have been reclassified to conform with the
     current year presentation.

<PAGE>
 19E

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS

    INSTRUCTIONS:  The space below is provided for important notes regarding the
                   financial statements or any account thereof. Furnish
                   particulars as to any significant contingent assets or
                   liabilities existing at the end of the year. Notes relating
                   to financial statements shown elsewhere in this report may be
                   indicated here by reference.

  2.  SERVICE AGREEMENTS

      The Southern Company and each of its operating subsidiaries (Alabama
      Power Company, Georgia Power Company, Gulf Power Company, Mississippi
      Power Company, and Savannah Electric and Power Company), Southern
      Electric Generating Company (an operating subsidiary owned equally by
      Alabama Power Company and Georgia Power Company), Southern Electric
      International, Inc.(a subsidiary of The Southern Company which designs,
      builds, owns, and operates power production facilities and provides a
      broad range of technical services to industrial companies and utilities
      in the United States and a number of international markets), Southern
      Development and Investment Group, Inc. (a subsidiary of The Southern
      Company which researches and develops new business opportunities),
      Southern Nuclear Operating Company (a subsidiary of The Southern Company
      which provides services to the Southern electric system nuclear power
      plants), and Southern Electric Railroad Company (a subsidiary of The
      Southern Company, which provides railroad services to the operating
      subsidiaries) have entered into agreements with the Company under which
      the Company renders the following services at cost: general executive
      and advisory services, general engineering, design engineering,
      purchasing, accounting and statistical, finance and treasury, tax,
      insurance and pension, rate, budgeting, business promotion and public
      relations, employee relations, systems and procedures, and other services
      with respect to business and operations and, in the case of operating
      subsidiaries, power pool operations. The agreements shall be canceled to
      the extent and from the time that performance thereunder conflicts with
      any rule, regulation, or order of the SEC adopted before or after the
      execution of the agreements.

  3.   LONG-TERM OPERATING LEASES

       The Company leases various facilities and equipment under noncancelable
       operating lease arrangements. Rental expense under all operating leases
       was approximately $10,700,000 and $8,400,000 in 1994 and 1993,
       respectively. Future minimum lease payments under these noncancelable
       operating leases as of December 31, 1994 are as follows:

          1995      $10,700,000         1998           $5,800,000
          1996      $10,600,000         1999           $5,700,000
          1997       $8,300,000         Thereafter    $35,400,000
                                          Total       $76,500,000

<PAGE>
 19F


                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS

    INSTRUCTIONS:  The space below is provided for important notes regarding the
                   financial statements or any account thereof. Furnish
                   particulars as to any significant contingent assets or
                   liabilities existing at the end of the year. Notes relating
                   to financial statements shown elsewhere in this report may be
                   indicated here by reference.

  4.  LONG-TERM DEBT AND NOTES PAYABLE - OTHER

      Details of long-term debt and notes payable - other at December 31 are as
      follows:

                                                     1994        1993
                                                    ------      ------
                                                       (In Thousands)
      Long-term debt
        Notes payable:
          9 3/4% due in 1994                        $   -         $ 9,855
          4.62% due 1996                             10,000        10,000
          4.94% due 1997                             15,000        15,000
                                                    -------       -------

                                                     25,000        34,855
                                                    -------       -------

          Less Current Maturities                       -          (9,855)
                                                    -------       -------

                                                     25,000        25,000
                                                    -------       -------

        Capitalized lease obligations:
          9 1/4% building lease                       6,045         6,199
          13% building lease                         43,431        43,554
                                                    -------       -------

                                                     49,476        49,753
                                                    -------       -------

          Less Current Maturities                      (428)         (277)
                                                    -------       -------

                                                     49,048        49,476
                                                    -------       -------

      Total long-term debt                          $74,048       $74,476
                                                    =======       =======


      The Company also has short-term debt in the amount of  $12,000,000 at an
      interest rate of 6.00% which is due January 5, 1995.

<PAGE>

 19G

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.

                      For the Year Ended December 31, 1994

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS

    INSTRUCTIONS:  The space below is provided for important notes regarding the
                   financial statements or any account thereof. Furnish
                   particulars as to any significant contingent assets or
                   liabilities existing at the end of the year. Notes relating
                   to financial statements shown elsewhere in this report may be
                   indicated here by reference.

       The Southern Company has guaranteed the payment of the above notes and
       the rental payments relating to the 13% building lease.

       In September 1993, the Company issued $10 million of 4.62% notes payable
       due 1996 to Wachovia Bank of Georgia and $15 million of 4.94% notes
       payable due 1997 to CIBC, Inc.

       Maturities over the next five years of the Company's long-term debt
       outstanding at December 31, 1994 are as follows:

            1995          $   428,000
            1996           10,598,000
            1997           15,792,000
            1998            1,011,000
            1999            1,259,000
            Thereafter     45,388,000
                          -----------
              Total       $74,476,000
                          ===========

      Assets acquired under capital leases are recorded in the Company's
      balance sheets as office building. The net book value of assets acquired
      under capitalized leases was approximately $30,460,000 and $32,340,000
      at December 31, 1994 and 1993, respectively.

      In January 1994, Southern Company Services, Inc. sold to Orchard L.L.C.
      the office building located at 800 Shades Creek Parkway in Birmingham.
      As a result of this sale, the obligation to New York State Teacher's
      Retirement System was retired. The Company at that time entered into a
      four year operating lease with Orchard.

      Financial Instruments

      In accordance with Statement of Financial Accounting Standards No. 107,
      "Disclosure About Fair Value of Financial Instruments," all financial
      instruments of the Company - for which the carrying amount does not
      approximate fair value - are shown in the table below as of December 31:

                                                       Long-Term Debt
                                                  -----------------------
                                                  Carrying          Fair
                                                  Amount            Value
                                                  --------          -----
                                                       (In Millions)
                  1994                            $25.0             $23.5
                  1993                            $34.9             $34.5
        
      The fair values for long-term debt were based on closing prices
      of comparable instruments.

<PAGE>
 19H

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                                  SCHEDULE XIV

                         NOTES TO FINANCIAL STATEMENTS

    INSTRUCTIONS: The space below is provided for important notes regarding the
                  financial statements or any account thereof. Furnish
                  particulars as to any significant contingent assets or
                  liabilities existing at the end of the year. Notes relating
                  to financial statements shown elsewhere in this report may be
                  indicated here by reference.
 
 5.    PURCHASE COMMITMENTS

       The Company has purchase commitments for computer hardware and software.
       At December 31, 1994, future expenditures for these commitments are
       estimated to be up to $4,500,000 as follows:

                                Year Ending
                                December 31      Amount
                                         (In Thousands)

                                      1995       $3,000
                                      1996        1,500
                                      ----       ------
                                      Total      $4,500
                                                 ======

<PAGE>
 20

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE XV

                                          STATEMENT OF INCOME

    ACCOUNT     DESCRIPTION                            CURRENT YEAR   PRIOR YEAR


           INCOME
    457       Services rendered to associate companies     361,253     344,202
    458       Services rendered to nonassociate
                companies                                   44,326      28,016
    421       Miscellaneous income or loss                     421          92
                   Total Income                            406,000     372,310

           EXPENSE

    920       Salaries and wages                           164,884     165,257
    921       Office supplies and expenses                  48,342      46,220
    922       Administrative expense transferred-
                credit                                         -           -
    923       Outside services employed                     80,414      62,800
    924       Property insurance                             1,376       1,002
    925       Injuries and damages                             211         271
    926       Employee pensions and benefits                37,607      22,556
    928       Regulatory commission expense                     16         100
    930.1     General advertising expenses                     -           -
    930.2     Miscellaneous general expenses                 6,200       6,238
    931       Rents                                         10,697       8,373
    932       Maintenance of structures and
                equipment                                   16,378      16,615
    403       Depreciation and amortization expense         18,483      19,571
    408       Taxes other than income taxes                 12,410      12,713
    409       Income taxes                                     160           3
    410       Provision for deferred income taxes              -           -
    411       Provision for deferred income taxes -
                credit                                         -           -
    411.5     Investment tax credit                            -           -
    426.1     Donations                                        890         587
    426.5     Other deductions                                 -           -
    427       Interest on long-term debt                     6,801       8,409
    430       Interest on debt to associate companies          213         142
    431       Other interest expense                           918       1,453
                   Total Expense                           406,000     372,310
       
                   Net Income or (Loss)                        -           -
                                                           =======     =======
<PAGE>
 21

                            ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                For the Year Ended December 31, 1994
                                      (Thousands of Dollars)

                                       ANALYSIS OF BILLING

                                       ASSOCIATE COMPANIES
                                           ACCOUNT 457

                                      DIRECT    INDIRECT COMPENSAT'N   TOTAL
                                      COSTS     COSTS    FOR USE       AMOUNT
 NAME OF ASSOCIATE COMPANY           CHARGED   CHARGED  OF CAPITAL    BILLED
                                       457-1     457-2    457-3

The Southern Company              $ 17,416    $ 4,405   $   527    $ 22,348

Alabama Power Company               53,841     17,816     1,930      73,587
 
Georgia Power Company               93,717     31,631     3,193     128,541

Gulf Power Company                  15,049      4,793       475      20,317

Mississippi Power Company           17,906      7,087       538      25,531

Savannah Electric & Power
  Company                            4,952      1,740       128       6,820

Southern Electric Generating  Company  629        280        14         923

Southern Electric International,
  Inc.                              13,907      6,900       286      21,093

The Southern Development and
  Investment Group, Inc.                15          9         1          25

Southern Nuclear Operating
  Company                           44,237     16,796       758      61,791

Southern Railroad                      221         33        23         277


          TOTAL                   $261,890    $91,490    $7,873    $361,253
                                  ========    =======    ======    ========

          
<PAGE>
22
<TABLE>
<CAPTION>

                               ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                   For the Year Ended December 31, 1994

                                         (Thousands of Dollars)

                                          ANALYSIS OF BILLING
                                         NONASSOCIATE COMPANIES
                                              ACCOUNT 458

 <S>                                         <C>          <C>           <C>                <C>          <C>                <C>
                                               DIRECT      INDIRECT     COMPENSATION                      EXCESS            TOTAL
                                               COSTS        COSTS         FOR USE           TOTAL           OR              AMOUNT
 NAME OF NONASSOCIATE COMPANY                 CHARGED      CHARGED      OF CAPITAL          COST        DEFICIENCY          BILLED
 ---------------------------                  -------      -------      -----------         ----        ----------          ------
                                              458-1        458-2          458-3                          458-4
 Electric Power Research Institute            $ 2,027        $ 194          $ 3          $ 2,224            $ 0            $ 2,224
 Florida Power & Light Co./Jacksonville
   Electric Authority/
   City of Tallahassee                            102           10            0              112              0                112
 MPX Systems, Inc.                                152           15            0              167              0                167
 Department of Energy                          35,286        3,380           52           38,718              0             38,718
 Oglethorpe Power Corporation                   2,265          217            3            2,485              0              2,485
 Powerco Federal Credit Union                       9            1            0               10              0                 10
 Bank of America, First Bank, Fleet
   Credit Corp.                                    46            4            0               50              0                 50
Center for Economic and Energy Devel.               5            0            0                5              0                  5
Southeastern Electric Reliability
   Council                                         10            1            0               11              0                 11
Westinghouse                                        2            0            0                2              0                  2
Southern System Master Retirement Trust           494           47            1              542              0                542

   TOTAL                                      $40,398       $3,869          $59          $44,326             $0            $44,326
                                              =======       ======          ===          =======             ==            =======
</TABLE>
<TABLE>
<CAPTION>

 <S>         <C>  

INSTRUCTION: Provide a brief description of the services rendered to each nonassociate company:
  Electric Power Research Institute - Contract services concerning a catalyst test facility, control system training, a groundwater
  manual, high-sulfur coal fabric filter pilot plant, bulk transmission system reliability evaluation, an index system for coal
  combustion by-products, SCL Coal burner project, and FACTS project.
  Florida Power & Light Co./Jacksonville Electric Authority/City of Tallahassee - Services concerning unit power sales agreement.
  MPX Systems, Inc. - Services concerning fiber optic transport system. 
  Department of Energy - Contract services concerning clean coal technologies, pressurized fluidized bed combustion studies,
  advanced integrated heat pump project, integrated gasification combined-cycle systems assessment project,
  engineering development of selective agglomeration, hot gas cleanup project, and development of a coal quality expert for
  reducing emissions and power production costs.
  Oglethorpe Power Corporation - Services concerning weather radar transport, and operating and planning services scheduling fees.
  Powerco Federal Credit Union - Services concerning telephone equipment usage.
  Bank of America, First Bank, Fleet Credit Corp - Services concerning capital placement.
  Center for Economic and Energy Development - Services concerning television network system productions. 
  Southeastern Electric Reliability Council - Services concerning occupancy.
  Westinghouse - Services concerning review of electrical distribution system.
  Southern System Master Retirement Trust - Services provided by trustee (Bankers Trust) for Southern System Master Retirement
  Trust.
</TABLE>


<PAGE>
23
<TABLE>
<CAPTION>


                               ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                   For the Year Ended December 31, 1994
                                         (Thousands of Dollars)

                                          SCHEDULE XVI
                                  ANALYSIS OF CHARGES FOR SERVICE
                                 ASSOCIATE AND NONASSOCIATE COMPANIES

<S>                                <C>       <C>       <C>         <C>          <C>      <C>        <C>      <C>      <C> 

                                    ASSOCIATE COMPANY CHARGES      NONASSOCIATE COMPANY CHARGES    TOTAL CHARGES FOR SERVICE
                                    -------------------------      ----------------------------    -------------------------
                                    DIRECT   INDIRECT              DIRECT     INDIRECT             DIRECT    INDIRECT
 DESCRIPTION OF ITEMS               COST      COST      TOTAL      COST        COST       TOTAL    COST       COST      TOTAL
- ---------------------               ------   --------   -----     ------     --------     -----    -----      -------   -----
 920    SALARIES AND WAGES         $132,617  $26,157  $158,774   $ 5,746    $   364      $6,110   $138,363   $26,521 $164,884
 921    OFFICE SUPPLIES & EXPENSES   37,609    8,447    46,056     2,204         82       2,286     39,813     8,529   48,342
 922    ADMINISTRATIVE EXP.
       TRANSFERRED-CREDIT               -         -        -         -        -           -          -         -        -
 923    OUTSIDE SERVICES EMPLOYED    45,896     5,231   51,127    29,268         19      29,287     75,164     5,250   80,414
 924    PROPERTY INSURANCE              409       748    1,157       216          3         219        625       751    1,376
 925    INJURIES AND DAMAGES              5       206      211       -        -           -              5       206      211
 926    EMPLOYEE PENSIONS & BENEFITS 19,580    17,380   36,960       -          647         647     19,580    18,027   37,607
 928    REGULATORY COMMISSION
         EXPENSE                         16       -         16       -        -           -             16       -         16
 930.1  GENERAL ADVERTISING
         EXPENSES                       -         -        -         -        -           -          -         -        -
 930.2  MISCELLANEOUS GENERAL
         EXPENSES                      (479)    1,998    1,519     2,860      1,821       4,681      2,381     3,819    6,200
 931    RENTS                         5,682     4,796   10,478        31        188         219      5,713     4,984   10,697
 932    MAINTENANCE OF STRUCTURES
         AND EQUIPMENT               10,159     6,050   16,209        34        135         169     10,193     6,185   16,378
 403    DEPRECIATION & AMORTIZATION
         EXPENSE                      9,052     9,231   18,283        38        162         200      9,090     9,393   18,483
 408    TAXES OTHER THAN INCOME
         TAXES                        1,365    10,596   11,961         1        448         449      1,366    11,044   12,410
 409    INCOME TAXES                     -        160      160         -      -           -          -           160      160
 410    PROVISION FOR DEFERRED
         INCOME TAXES                    -         -        -          -      -           -          -         -        -
 411    PROVISION FOR DEFERRED
         INCOME TAXES CREDIT             -         -        -          -      -           -          -         -        -
 411.5  INVESTMENT TAX CREDIT            -         -        -          -      -           -          -         -        -  
 426.1  DONATIONS                      400       490       890         -      -           -            400       490      890
 426.5  OTHER DEDUCTIONS                -         -         -          -      -           -          -         -        -
          SUBTOTAL EXPENSES =      262,311    91,490   353,801     40,398     3,869      44,267    302,709    95,359  398,068
</TABLE>
<TABLE>
<CAPTION>

<S>          <C>   

INSTRUCTION: Total cost of service will equal for associate and nonassociate companies the total amount billed under their
             separate analysis of billing schedules.
</TABLE>

( ) Denotes red figure.

<PAGE>
23A

<TABLE>
<CAPTION>


                               ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                    For the Year Ended December 31, 1994
                                         (Thousands of Dollars)

                                          SCHEDULE XVI
                                  ANALYSIS OF CHARGES FOR SERVICE
                                 ASSOCIATE AND NONASSOCIATE COMPANIES

 <S>                               <C>                            <C>                              <C>

                                     ASSOCIATE COMPANY CHARGES     NONASSOCIATE COMPANY CHARGES    TOTAL CHARGES FOR SERVICE
                                    --------------------------     ----------------------------    -------------------------
                                    DIRECT   INDIRECT              DIRECT     INDIRECT             DIRECT    INDIRECT
 DESCRIPTION OF ITEMS                COST      COST    TOTAL       COST         COST     TOTAL     COST       COST     TOTAL
                                   ------    ------    -----       -----       ------    -----     ----      ------    -----
 427  INTEREST ON LONG-TERM DEBT       -        -      6,742         -             -       59         -         -      6,801
 430  INTEREST ON DEBT TO
       ASSOCIATE COMPANIES             -        -        213         -             -        -         -         -        213
 431  OTHER INTEREST EXPENSE           -        -        918         -             -        -         -         -        918
                                 --------  -------  --------    -------        ------  -------  --------   -------  --------
       TOTAL EXPENSES =           262,311   91,490   361,674     40,398         3,869   44,326   302,709    95,359   406,000
 421  MISCELLANEOUS GAIN             (421)      -       (421)        -             -        -       (421)       -       (421)
                                 --------  -------  --------    -------        ------  -------  --------   -------  --------
       TOTAL COST OF SERVICE =   $261,890  $91,490  $361,253    $40,398        $3,869  $44,326  $302,288   $95,359  $405,579
                                 ========  =======  ========    =======        ======  =======  ========   =======  ========
</TABLE>


<PAGE>

24
<TABLE>
<CAPTION>


                               ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                   For the Year Ended December 31, 1994
                                         (Thousands of Dollars)

                                          SCHEDULE XVII
                                  SCHEDULE OF EXPENSE DISTRIBUTION BY
                                     DEPARTMENT OR SERVICE FUNCTION

                                            DEPARTMENT OR SERVICE FUNCTION

 <S>                                      <C>      <C>          <C>         <C>          <C>            <C>             <C>
                                                                             Finance                      Human
                                           Total                              and         Governmental  Resources and   Information
 DESCRIPTION OF ITEMS                      Amount   Engineering  Executive   Accounting     Affairs     Administration  Resources
 --------------------                      ------   -----------  ---------   ----------    -----------  --------------  -----------
                                                                                                 

 920   SALARIES AND WAGES               $164,884   $52,192     $3,730        $17,464       $ 1,028      $10,683         $ 35,548
 921   OFFICE SUPPLIES AND EXPENSES       48,342     6,524        314          4,259           441        2,710           23,270
 922   ADMINISTRATIVE EXPENSE
         TRANSFERRED-CREDIT                   -         -          -              -             -            -                 -
 923   OUTSIDE SERVICES EMPLOYED          80,414    16,613        562          5,434         1,255        6,582            9,396
 924   PROPERTY INSURANCE                  1,376       245          5             81             3           56              195
 925   INJURIES AND DAMAGES                  211        45          1             13            -             9               30
 926   EMPLOYEE PENSIONS & BENEFITS       37,607     5,980        218          1,958           106        1,365            4,186
 928   REGULATORY COMMISSION EXPENSE          16        -          -              -             -            -                -
 930.2 MISCELLANEOUS GENERAL EXPENSES      6,200        85        436            746           335        2,848            1,195
 931   RENTS                              10,697     1,948         27            115            41          441            3,661
 932   MAINTENANCE OF STRUCTURES & EQUIP  16,378     1,837        101            895            20        1,026            6,133
 403   DEPRECIATION & AMORTIZATION
         EXPENSE                          18,483    2,754         122          1,294            49        1,263            9,394
 408   TAXES OTHER THAN INCOME TAXES      12,410    3,892          84          1,274            45          828            3,008
 409   INCOME TAXES                          160       -           -              -             -            -                -
 410   PROVISION FOR DEFERRED INCOME TAXES    -        -           -              -             -            -                -
 411   PROVISION FOR DEFERRED INCOME
         TAXES-CREDIT                         -        -           -              -             -            -                -
 426.1 DONATIONS                             890       -          193             -            128           30               44
 427   INTEREST ON LONG-TERM DEBT          6,801      114         149          1,351            15          664            3,273
 430   INTEREST ON DEBT TO ASSOCIATE CO.     213       32           1             10             1           16               69
 431   OTHER INTEREST EXPENSE                918      134           6             36            (5)          56              284
                                         -------   ------       -----         ------        ------       ------           ------
         TOTAL EXPENSES                  406,000    92,395      5,949         34,930         3,462       28,577           99,686
 421   MISCELLANEOUS GAIN                   (421)     (251)        (9)           (51)           (5)         (42)             208
 
 INSTRUCTION: Indicate each department or service function.  (See Instruction 01-3 General Structure of Accounting System:
              Uniform System Account)
( ) Denotes red figure.

    TOTAL COSTS   =                     $405,579   $92,144     $5,940        $34,879        $3,457      $28,535          $99,894
                                        ========   =======     ======        =======        ======      =======          =======
</TABLE>

<PAGE>
25

<TABLE>
<CAPTION>


                               ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                   For the Year Ended December 31, 1994
                                         (Thousands of Dollars)

                                          SCHEDULE XVII
                                  SCHEDULE OF EXPENSE DISTRIBUTION BY
                                     DEPARTMENT OR SERVICE FUNCTION

                                               DEPARTMENT OF SERVICE FUNCTION

<S>      <C>             <C>           <C>         <C>          <C>            <C>       <C>          <C>            <C>
                          Planning                               Research and            Corp Control                   Southern
ACCOUNT  InternalMarket   Research                    Public     Environmental  System   Accounting   Administrative Communications
NUMBER     Audit          and Support   Production   Relations     Affairs     Aircraft     Use       and General     Project
- ------   -------------    -----------   ----------   ---------   ------------- --------  -----------  --------------  -------------

920       $5,303           $4,909        $19,933      $1,840      $ 4,101       $2,361    $(1,127)         $ 5,063       $1,856
921          598            1,047          2,743         975        1,830          654      1,171            1,371          435
922           -                -              -           -            -            -          -                -            -
923          333            5,539          2,814         466       27,378           48         -               584        3,410
924           25               21             87          10          240           12         -               389            7
925            4                3             14           1            3            2         -                85            1
926          644              533          2,159         223          454          305         -            19,296          180
928            -               16             -           -            -            -          -                -            -
930.2        129              198            241         167          308          138        (38)            (840)          252
931          465               89            846          23          187           91         -              2,660          103
932          165              238          1,058         104          133        3,198         -              1,447           23
403          162              477          1,195         194          379        1,140         -                 30           30
408          405              370          1,463         143          297          183         -                301          117
409           -                -              -           -            -            -          -                160           -
410           -                -              -           -            -            -          -                 -            -
411           -                -              -           -            -            -          -                 -            -
426.1          1               -              20         421           52           -          -                  1           -
427          143              392            157         170            8          106         -                224           35
430            2                4             14           2            4           58         -                 -            -
431            9               14             57           6           18          230         72                 1           -
           -----           ------         ------      ------      -------       ------    -------          --------       ------
Expenses   8,388           13,850         32,801       4,745       35,392        8,526         78            30,772        6,449
421          (12)             (20)           (78)         (7)         (96)          (4)        -                (45)          (9)

TOTAL
COSTS     $8,376          $13,830        $32,723      $4,738      $35,296       $8,522    $    78           $30,727       $6,440
          ======          =======        =======      ======      =======       ======    =======           =======        =====
( ) Denotes red figure.
</TABLE>

<PAGE>
 26
                           ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                 For the Year Ended December 31, 1994

                                        (Thousands of Dollars)

                                   DEPARTMENTAL ANALYSIS OF SALARIES

                                              ACCOUNT 920

                                 DEPARTMENTAL SALARY EXPENSE
                              -------------------------------------
 NAME OF DEPARTMENT                  INCLUDED IN AMOUNTS BILLED TO    PERSONNEL
 Indicate each department    TOTAL   PARENT     OTHER        NON       END OF
 or service function         AMOUNT  COMPANY  ASSOCIATES  ASSOCIATES    YEAR
                             ------  -------  ----------  ----------   ------


Engineering               $ 52,192 $   132    $ 47,417    $ 4,643         771

Executive                    3,730   1,305       2,425        -            10

Finance & Accounting        17,464   1,781      15,092        591         262

Governmental Affairs         1,028      15       1,013        -            11

Human Resources & Admin     10,683      53      10,631         (1)        185

Information Resources       35,548     366      34,447        735         587

Internal Auditing            5,303       2       5,301        -            83

Planning Marketing
 Research & Support          4,909   1,255       3,577         77          67

Production                  19,933     122      17,054      2,757         285

Public Relations             1,840     334       1,502          4          31

Research & Environmental
 Affairs                     4,101      82       2,460      1,559          54

System Aircraft              2,361     342       2,019        -            45

Corporate Control
  Accounting Use            (1,127)     964     (2,091)        -           -

Administrative & General     5,063     226       4,520        317           1

Southern Communications
  Project                    1,856   1,816          21         19          40
                          --------  ------    --------    -------       -----

    TOTAL                 $164,884  $8,795    $145,388    $10,701       2,432
                          ========  ======    ========    =======       =====


( ) Denotes red figure.

<PAGE>
27

                           ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                                 For the Year Ended December 31, 1994

                                        (Thousands of Dollars)

                                       OUTSIDE SERVICES EMPLOYED

                                              ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid to
                   any one payee and included within one subaccount
                   is less than $25,000, only the aggregate number
                   and amount of all such payments included within
                   the subaccount need be shown. Provide a subtotal
                   for each type of service.
<TABLE>
<CAPTION>

    <S>                        <C>                                       <C>           <C>  

                                                                          RELATIONSHIP
                                                                          "A"=ASSOCIATE
                                                                          "NA"= NON
    FROM WHOM PURCHASED        ADDRESS                                    ASSOCIATE   AMOUNT

    Legal Services
    American Electric Power     1 Riverside Plz, Columbus,OH 43216              NA   $    54
    Balch & Bingham             P.O.Box 306, B'ham, AL 35201                    NA     1,583
    Crowell and Moring          1001 Pennsylvania Ave,Wash, DC 20004            NA        53
    Edison Electric Institute   701 Pennsylvania Ave, Wash, DC 20004            NA       161
    Emmanuel, Sheppard & Condon P.O.Drawer 1271, Pensacola, FL 32596            NA       321
    Hunton and Williams         P.O.Box 18936, Washington, DC 20036             NA        77
    J. Alexander Johnson P.C.   P.O.Box 836, Baxley, GA 31513                   NA        25
    Keller and Heckman          1001 G St, Washington, DC 20001                 NA     1,689
    King & Spalding 191         Peachtree St., Atlanta, GA 30303                NA        28
    Troutman Sanders            600 Peachtree St.,NE, Atlanta,GA 30308          NA     1,430

    Ten Other Items (less
     than $25,000 paid to other
     than Associate Cos.)      Aggregate                                        NA        29
                                                                                       5,450
    Auditing Service
    Arthur Andersen & Co.       133 Peachtree St, Atlanta, GA 30303             NA     1,814

    Three Other Items (less
      than $25,000 paid to other
      than Associate Cos.)      Aggregate                                       NA        78
                                                                                       1,892

    (Continued on Page 27A)
</TABLE>

<PAGE>
 27A

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid to
                   any one payee and included within one subaccount
                   is less than $25,000, only the aggregate number
                   and amount of all such payments included within
                   the subaccount need be shown. Provide a subtotal
                   for each type of service.

<TABLE>
<CAPTION>

    <S>                     <C>                                   <C>          <C> 
                                                                     RELATIONSHIP
                                                                    "A"=ASSOCIATE
                                                                        "NA"= NON
    FROM WHOM PURCHASED       ADDRESS                              ASSOCIATE    AMOUNT


    Engineering Services
    Adia Services, Inc.         P.O.Box 360161M, Pittsburgh, PA 15250     NA     112
    Advanced R&D, Inc.          P.O.Box 540747,Orlando,FL 32854-0747      NA      44
    Alabama Power Company       P.O.Box 2641, B'ham, AL 35291              A     114
    American Hydro Corp.        P.O.Box 3039, Youk, PA 17402-0039         NA      39
    Ardaman & Associates        P.O.Box 593003, Orlando, FL 32859         NA      31
    BE&K Engineering Co.        P.O.Box 102466,Atlanta,GA 30368-0466      NA   8,978
    Bechtel Power Corp.         P.O.Box 905168, Charlotte, NC 28290       NA     242
    Brock & Blevins, Inc.       5000 Calhoun Ave.,P.O.Box 71966,
                                  Chattanooga, TN  37407                  NA      60
    C&B Piping, Inc.            P.O.Box 67, Adamsville, AL 35005          NA      74
    Combustion Power Co.        2101 Webster St., Suite 1700
                                  Oakland, CA 94612                       NA     698
    Composite Construction &    1307 120th Ave., NE
     Engineering, Inc.            Bellevue, WA  98005                     NA     110
    Comprehensive Computer      5098 Post Oak Tritt Rd.,
     Consulting, Inc.             Roswell, GA  30075                      NA      89
    Robert L. Crisp, Jr.,P.E.   422 Atwood Dr., Marietta, GA 30064        NA      29
    Energy & Environmental      University of N. Dakota,P.O.Box 7306,
     Research Center              University Station, Dept of Grants,
                                  Grand Forks, ND  58202-7306              NA     410
    Engineering Planning &
     Management, Inc.           959 Concord St., Framingham, MA 01701      NA      39
    Entec Services, Inc.        1429 2nd Ave. N., Bessemer,AL 35020        NA      39
    Foster Wheeler USA          First Fidelity Bank, NA NJ,
                                  P.O.Box 18076, Newark, NJ 07191          NA   5,120
    Georgia Power Company       333 Piedmont Ave, Accts Rec, 
                                  12th Fl, Atlanta, GA 30308                A   2,562
    Gulf Power Company          P.O.Box 1151, Pensacola, FL 32520           A     840
    Industrial Filter & Pump    P.O.Box 72354, Chicago, IL 60678-2354      NA     484
      Mfg. Co., Inc.
   Monex Resources, Inc.       45 NE Loop 410, Suite 700,
                                  San Antonio, TX 78216                    NA     199
   Mustang Engineering, Inc.   P.O.Box 2570, Monroe, LA 71207-2570         NA     226


  (Continued on Page 27B)
</TABLE>


<PAGE>
 27B

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid to
                   any one payee and included within one subaccount
                   is less than $25,000, only the aggregate number
                   and amount of all such payments included within
                   the subaccount need be shown. Provide a subtotal
                   for each type of service.

<TABLE>
<CAPTION>

     <S>                       <C>                                  <C>           <C>  
                                                                     RELATIONSHIP
                                                                    "A"=ASSOCIATE
                                                                        "NA"= NON
    FROM WHOM PURCHASED                ADDRESS                        ASSOCIATE   AMOUNT

    The M.W. Kellogg Co.        P.O.Box 299502, Houston,TX 77299-0502        NA   9,273
    Nolon Multimedia            22A Commercial Blvd., Navato,CA 94949        NA     159
    Quality Assurance
      Technologies              P.O.Box 61085, Savannah, GA 31420            NA      35
    Radian Corporation          P.O.Box 841687,Dallas, TX 75284-1687         NA     851
    Russo Corporation           P.O.Box 190048, B'ham, AL 35219-0048         NA     191
    Rust International Corp.    P.O.Box 360803M,
                                  Pittsburgh, PA 15230                       NA      96
    Software Technical          3020 Holcomb Bridge Rd.,
      Services, Inc.              Norcross, GA 30071                         NA      30
    Southern Haulers, Inc.      P.O.Box 152, Calera, AL 35040                NA      84
    Southern Research Institute P.O.Box 11407, Drawer 0375,
                                  Birmingham, AL 35246-0375                  NA   1,189
    Spectrum Systems, Inc.      3410 W Nine Mile Rd,
                                  Pensacola,FL 32526                         NA     119
    SRI International           P.O.Box 2516,Menlo Park,CA 94025-2516        NA     102
    Stanley Consultants, Inc.   5775 Wayzata Blvd., Suite 610,
                                  Minneapolis, MN 55416                      NA      30
    Steag Aktiengesellschaft    Postfach 103762, D-4300 Essen 1              NA      38
    Steel City Erection &
      Crane Rental Co., Inc.    P.O.Box 10745, B'ham, AL 35202-0745          NA     649
    Sunbelt Builders, Inc.      3037 Massey Rd., Birmingham, AL 35216        NA     662
    Svedala Industries, Inc.    P.O.Box 777-W8030,
                                  Philadelphia, PA 19175                     NA      40
    Tractor & Equipment Co.     5336 Airport Hwy, P.O.Box 12326,
                                  Birmingham, AL 35202-2326                  NA      66
    TRECO Construction Serv.    100 Corporate Pkwy, B'ham, AL 35242          NA     928
    U of GA Research            Business Svcs Bldg, Rm 102,
      Foundation                Athens, GA  30602                            NA     205
    United Dynamics Corp.       650 S. 13th St., Unit 123, Suite 25
                                  Indiana, PA 15701                          NA      68
    Vectra Technologies, Inc.   Dept. 7758, Los Angeles, CA 90088            NA      91
    W.S. Pitts Consulting,      5505 Creedmoor Rd., Suite 216,
       Inc.                       Raleigh, NC 27612                          NA      37

</TABLE>

  (Continued on page 27C)

<PAGE>
 27C
<TABLE>
<CAPTION>

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.

    <S>                          <C>                               <C>           <C> 

                                                                    RELATIONSHIP
                                                                   "A"=ASSOCIATE
                                                                   "NA"= NON
    FROM WHOM PURCHASED           ADDRESS                           ASSOCIATE     AMOUNT

    Westinghouse Electric Corp.   P.O.Drawer CS 198252,
                                    Atlanta, GA 30384                       NA     1,348
    Woodward-Clyde Consultants    P.O.Box 101556, Atlanta, GA 30392         NA        84

    Two Hundred One Other Items (less
        than $25,000 paid to other
        than Associate Cos.)      Aggregate                                 NA       305
                                                                                  37,219

    Other Services

    A. Foster Higgins & Co.       P.O.Box 905235, Charlotte, NC 28290       NA        73
    A&C Enercom                   P.O.Box 930246, Atlanta, GA 31193         NA       188
    Access Inc.                   P.O.Drawer 566428, Atlanta, GA 30356      NA        62
    Adia Services, Inc.           P.O.Box 360161M, Pittsburgh, PA 15250     NA     2,588
    ADP Proxy Services            P.O.Box 23487, Newark, NJ 07189           NA       219
    Alabama Power Company         P.O.Box 2641, Birmingham, AL 35291         A     1,279
    Alternative Resource Corp.    P.O.Box 94020, Palatine, IL 60094         NA       153
    Amdahl Corporation            P.O.Box 75745, Charlotte, NC 28275        NA        56
    American BankNote Co.         P.O.Box 7247-8678,
                                    Philadelphia, PA 19170-8678             NA       100
    Analytical Tech. Inc.         P.O.Box 840436, Dallas, TX 75284          NA        74
    Andersen Consulting           133 Peachtree St.,NE,
                                    Atlanta, GA 30303                       NA       644
    Ann Randazzo                  4805 N. Little Falls Rd.,
                                    Arlingotn, VA 22207                    NA         42
    Application Group, Inc.       200 Pine St., Suite 800
                                    San Francisco, CA 94104                NA        450
    Applied Marketing Science     303 Wyman St., Waltham, MA 02154         NA        380
    Arko Executive Services,      2840 Mount Wilkinson Parkway,
      Inc.                          Suite 120, Atlanta, GA 30339           NA        299

</TABLE>

(Continued on page 27D)

<PAGE>
 27D

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.
<TABLE>
<CAPTION>

    <S>                        <C>                                   <C>         <C> 

                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE   AMOUNT

    Arthur Andersen & Co.       133 Peachtree St,NE, Atlanta,GA 30303         NA     423
    Aspen Systems Corp.         Dept. 4-F, 1600 Research Blvd.,
                                  Rockville, MD 20850                         NA      79
    Atkearney                   P.O.Box 96796, Chicago, IL 60693              NA     180
    Auburn University           301 Samford Hall, Auburn, AL 36849            NA      72
    Barrett Technical Services  Route 3, Box 339, Roanoke, AL 36274
      & Equipment                                                             NA      68
    BE&K Engineering Co.        P.O.Box 102466, Atlanta, GA 30368             NA     181
    Blue Ridge Resource Group   415 Woodlawn Ave.,Greensboro,NC 27401         NA      32
    Bob Andrews                 4100 Highland Cir., B'ham, AL 35213           NA      75
    Booz-Allen & Hamilton, Inc. P.O.Box 10655, Newark, NJ 07193-0655          NA     813
    Bowne of Atlanta, Inc.      P.O.Box 250288, Atlanta, GA 30325             NA     154
    BPS Constructors            1621 Transmitter Rd.,
                                  Panama City, FL 32404-3149                  NA     188
    Harllee Branch, Jr.         Lenbrook Sq. Apt., Suite 1817, 3747
                                  Peachtree Rd., Atlanta, GA 30319            NA      40
    Brandon Systems Corp.       G.P.O.Box 5222, New York, NY 10087            NA     171
    Business Information        P.O.Box 8500-S2635,
     Technology, Inc.             Philadelphia, PA 19178                      NA     732
    Businessland, Inc.          P.O.Box 8500-S-8035,
                                  Philadelphia, PA 19178-8035                 NA      40
    Cameron & Associates, Inc.  6100 Lake Forest Dr., Suite 550
                                  Atlanta, GA  30328                          NA      60
    Career Placement            5780 Peachtree Dunwoody Rd., Suite 235
      Temporaries                 Atlanta, GA 30342                                  121
    Combustion Power Co.        2101 Webster St., Suite 1700,
                                  Oakland, CA 94612                           NA      56
    Comdisco Disaster Recovery
       Services, Inc.            P.O.Box 91753, Chicago, IL 60693             NA     114
    Communication Connection     2137 Mt. Vernon Rd., Atlanta,GA 30338        NA      41
    Comprehensive Computer       5098 Post Oak Tritt Rd.,
    Consulting, Inc.              Roswell, GA 30075                           NA   3,005

</TABLE>



(Continued on page 27E)

<PAGE>
 27E

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.

<TABLE>
<CAPTION>


    <S>                        <C>                                   <C>             <C>   

                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE      AMOUNT

    Compupro Consulting Serv.   6255 Barfield Rd., Suite 150
                                  Atlanta, GA 30328                           NA     171
    Computeractive, Inc.        5269 Huntingford Ct.,Marietta,GA 30368        NA      37
    Computer People, Inc.       P.O.Box 1213 Dept 765,Newark,NJ 07101         NA      37
    Concord Associates, Inc.    Suite 560, 1455 Pennsylvania, Ave.
                                  Washington, DC  20004                       NA      87
    Control Software, Inc.      998 Old Eagle School Rd., 
                                  Suite 1215, Wayne, PA 19087                 NA      94
    Convergent Media            3490 Piedmont Rd., Atlanta,
      Systems                     GA 30305-1743                               NA      49
    Coopers & Lybrand           P.O.Box 641103, Pittsburgh, PA 15264          NA      47
    Dames & Moore               File No. 54280, Los Angles, CA 90074          NA      65
    Data Management             P.O.Box 93607, Atlanta, GA 30377              NA      26
    Data Resources, Inc.
      /McGraw Hill              P.O.Box 5-0210,Woburn, MA 02815-0210          NA     243
    Dean Witter Reynolds        P.O. Box 30392, Tampa, FL 33630               NA      33
    Development Authority of    501 West Parker St., P.O. Drawer 710, 
      Appling County              Baxley, GA 31513                            NA      70
    Development Authority of    P.O.Box 657, Forsyth, GA 31029
      Monroe County                                                           NA      28
    Digital Equipment Corp.     P.O.Box 100500, Atlanta, GA 30384             NA      26
    Duff & Phelps, Credit
      Rating Co.                P.O.Box 99108, Chicago, IL 60693              NA      66
    Dunaway & Cross             1146 19th St., NW, Suite 400,
                                  Washington, DC 20036                        NA      39
    Edison Electric Institute   701 Pennsylvania Ave., NW,
                                  Washington, DC 20004-2696                   NA      79
    Edward T. Houts D/B/A       2738 Chimney Springs Dr.,
      the Ecta Group              Marietta, GA 30062                          NA      80
    Electric Power Research     Dept. 1527, P.O.Box 61000,
      Inst.                       San Francisco, CA 94161                     NA   1,462
    Elrick & Lavidge, Inc.      P.O.Box 4402, Atlanta, GA 30302               NA     103
</TABLE>



(Continued on page 27F)

<PAGE>
 27F

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.

<TABLE>
<CAPTION>

    <S>                       <C>                                    <C>         <C>
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE   AMOUNT

    Englehard/ICC               441 North Fifth St.,
                                  Philadelphia, PA 19123                     NA      78
    Engineered Concepts         1836 Canyon Rd., Birmingham, AL 35216        NA      27
    Engineering Planning &      959 Concord St., Farmingham, MA 01701
      Management, Inc.                                                       NA     215
    Environmental Science &     P.O.Box 1703, Gainesville,
    Engineering, Inv.             FL 32602-1703                              NA      39
    EPRI                        P.O.Box 10412, Palo Alto, CA 94303           NA      93
    EQE, Inc.                   44 Montgomery St, Suite 3200,
                                  San Francisco, CA  94104                   NA      47
    Equifax                     P.O.Box 105186, Atlanta, GA 30348            NA      42
    Ernst & Young               2121 SanJacinto Ave., Suite 500,
                                  Dallas, TX 75201                           NA     327
    Farrington Design Group     3391 Peachtree Rd., NE, Suite 300,
                                  Atlanta, GA 30326                          NA      61
    Fossil Energy Research      23342 C South Pointe,
      Corp.                       Laguna Hills, CA 92653                     NA      26
   Foster Wheeler USA           First Fidelity Bank, NA, NJ,
      Corp.                       P.O.Box 18076, Newark, NJ 07191            NA     335
   Gartner Group, Inc.         P.O.Box 10799, Newark, NJ 07193-0799          NA     186
   Gary Jewkes                 3410 Hickory Hill Rd.,Brooks,GA 30205         NA     123
   Gazebo Software             881 Kings Ct., Atlanta, GA 30306              NA      31
   Georgia Power Company       333 Piedmont Ave.,Atlanta, GA 30308            A   1,111
   Georgia Tech Research       Gtices System Laboratories, Georgia
      Corp.-Attn: Joan M.         Institution of Technologies,
   Incrocci                       Atlanta, GA 30332                          NA      32
   Godwins Brooke &            310 West Fourth St., Winston-Salem,
      Dickerson                   NC 27102-0066                              NA      33
   Grace Computer Resources    204 Merchants Dr., Norcross,GA 30093          NA     361
   Gregory J. Stappenbeck      The University of Alabama, Box 870225
                                  Tuscaloosa, AL 35487-0225                  NA      30
   Gulf Power Company          P.O.Box 1151, Pensacola, FL 32520              A     259
   Gupta Technologies          1060 Marsh Rd, Menlo Park, CA 94025           NA     140

</TABLE>

(Continued on page 27G)

<PAGE>
 27G
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

     INSTRUCTIONS: Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.
<TABLE>
<CAPTION>

     <S>                      <C>                                    <C>         <C> 
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE   AMOUNT

    Hallmark, Brooks &          1479 Brockett Rd., Suite 200
      Lozier Incorporated         Tucker, GA  30084                          NA      45
    Harco Technologies          P.O.Box 931003-N, Cleveland
      Corp                        OH 44193-1209                              NA      30
    Harold M. Horowitz          HMS Associates, 8825 Roswell Rd.,
                                  Suite 188, Atlanta, GA 30350               NA      34
    HC Associates Inter-        1455 Lincoln Pakway, Suite 180 
       national, Inc.             Atlanta, GA 30346                          NA      83
    Heidrick & Struggles,       P.O.Box 92227, Chicago, IL
      Inc.                        60675-4590                                 NA      71
    Hewitt Associates           P.O.Box 95135, Chicago, IL 60694             NA     576
    Hogan & Hartson             Columbia Sq, 555 Thirteenth St.,
                                  NW, Washington, DC  20004-1109             NA     130
    HR Group, Inc.              1000 Circle 75 Parkway, Suite 710,
                                  Atlanta, GA 30339                          NA      26
    Hugh A. Gower               195 Edgemere Way S., Naples,FL 33999         NA      28
    Human Resources             15307 Government St., Gulfport, 
       Management                 MS 39503                                   NA      33
    Ingenious Mind, Inc.        170 West 23rd St., New York, NY 10011        NA      57
    International Business      P.O.Box 105063-BO 030,
      Machines                    Atlanta, GA 30348                          NA      53
    IPD Printing & Dist-        P.O.Box 81000, Chamblee, GA 30366            NA     100
      ributing, Inc.
    James F. Reinhardt          230 River N. Dr., Suite 100,
                                  Atlanta, GA 30346                          NA     200
    Jeffcoat & Associates, L.P. 5266 Grantswood Rd., B'ham, AL 35210         NA     164
    Jeff Smith                  30 East 21st St, New York, NY 10010          NA      52
    JND Sterling                7000 Central Parkway, Suite 1470,
                                  Atlanta, GA 30328                          NA      35

</TABLE>


(Continued on page 27H)

<PAGE>
 27H

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.

<TABLE>
<CAPTION>

    <S>                       <C>                                    <C>         <C>   
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE   AMOUNT

    Judy Moriarty Lewis, Inc.   3534 Blue Jay Rd., B'ham, AL 35243            NA      41
    Jundt Associates,           1550 Utica Avenue South,
      Inc.                        Suite 950, Minneapolis, MN 55416            NA     187
    Keller & Heckman            1001 G Street, NW, Suite 500,
                                  West, Washington, DC 20001                  NA     206
    Kyle E. Wilcutt/Axcess
      Consulting & Training     P.O.Box 1235, Roswell, GA  30077              NA      36
    Learn PC, Inc.              10729 Bren Rd. E., Minneapolis,
                                  MN 55343                                    NA      28
    LeCorp, Inc.                P.O.Box 51, Alton, AL  35015                  NA      52
    Lenora C. Stephens, Ph.D.   4200 Miners Creek Rd., Lithonia,
                                  GA 30058                                    NA      32
    Lexis-Nexis                 P.O.Box 100176, Atlanta, GA 30384             NA      64
    Louisiana State Univ. &     Office of Accounting Svcs, Baton
      A&M College                 Rouge, LA 70803-2901                        NA      92
    Management Advances, Inc.   P.O.Box 513, Larkspur, CA 94977               NA     119
    Manpower Temporary Services P.O.Box 55297, Birmingham, AL 35255           NA      76
    Margaret A. Welch           3055 Brockton Close, Marietta,
                                  GA 30068                                    NA      45
    Marjiana M. Schumann        1210 Kay Terrace, Conyers, GA 30208           NA      87
    Marketing Workshop          3294 Medlock Bridge Rd., Suite 200
                                  Norcross, GA  30092                         NA      30
    Martin Program Development, 5088 Victor Trail, Norcross,
      Inc.                        GA 30071                                    NA     109
   C.V. & R.V. Maudlin         1511 K Street,NW,Washington,DC 20005           NA      42
   McCall Consulting Group     Two Ravinia Dr., Suite 1090,
   Merrill Lynch Pierce        P.O.Box 12251, Church Street Station
      Fenner & Smith           New York, NY  10249                            NA       76
   Merz & McLallan, AG         Gewerbebank Baden, Bahnhofplatz 1,
                                  CH-5400 Baden, Switzerland                  NA      27
                                  Atlanta, GA 30346                           NA      38

</TABLE>


(Continued on page 27I)

<PAGE>
 27I

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.

<TABLE>
<CAPTION>
    <S>                        <C>                                   <C>         <C>    
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE   AMOUNT

    Mesa, Inc.                  1720 S. Catalina, Suite 204,
                                  Redondo Beach, CA 90277                      NA     101
    The Mescon Group            One Peachtree Center, 303 Peachtree
                                  St.,NE, Suite 1620,
                                  Atlanta, GA 30308                            NA      53
    Meta Group, Inc.            P.O.Box 10265, Newark, NJ 07193-0265           NA      51
    Micro Investment Systems    P.O.Box 8599, Atlanta, GA 30306                NA     153
    Mississippi Power Co.       P.O.Box 4079, Gulfport, MS 39501                A     244
    Moody's Investor Service    P.O.Box 102597, Atlanta, GA 30368-0597         NA     102
    Morgan Stanley              1221 Avenue of the Americas, 34th Fl.,
                                  New York, NY 10020                           NA      45
    National Analysts, Inc.     P.O.Box 8500-S8130,
                                  Philadelphia, PA 19178-8130                  NA     303
    National Environmental      600 Watergate South, Suite 1010,
      Strategies                  Washington, DC 20037                         NA     214
    National Training           1408 N. Morningside Dr.,
      Systems                     Atlanta, GA 30306                            NA      95
    Ogilvy and Mather Adv.      Corestates Financial Corp.,Lockbox 1820,
                                  F.C.1-2-4-3, 1 North 5th St.,
                                  Philadelphia, PA 19178-1820                  NA      59
    On-Line Consultants         4356 Springfield Dr.,
                                  Norcross, GA 30092                           NA     133
    Onesource Information       P.O.Box 371112, Pittsburgh,
      Services, Inc.              PA 15251-7112                                NA      41
    Pace Group, Inc.            142 Ferry Rd., Suite 7,
                                  Old Saybrook, CT 06475                       NA      78
    Parks Associates            5310 Harvest Hills Rd., Suite 235,
                                  Lock Box 162, Dallas, TX  75230              NA      70
    Pensacola Testing           217 E. Brent Lane, Pensacola,
      Laboratories, Inc.          FL 32503                                     NA      34
    People Soft                 1331 N. California Blvd.,
                                  Walnut Creek, CA 94596                       NA      61
</TABLE>



(Continued on page 27J)

<PAGE>
27J

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.
<TABLE>
<CAPTION>

    <S>                        <C>                                   <C>           <C>
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE    AMOUNT

    Performance Systems &       P.O.Box 49151,
      Development, Inc.           Atlanta, GA 30359                            NA      41
    Pitney Bowes Management     P.O.Box 845801, Dallas, TX
      Services                    TX 75284-5801                                NA      43
    Planning & Control Inc.     Grant Center, 2160 North Central
                                  Rd., Fort Lee, NJ 07024                      NA      34
    Pony Express Courier        P.O.Box 75079, Charlotte, NC 28275             NA     111
    Pritchett & Associates      13155 Noel Rd., Suite 1600,
                                  Dallas, TX 75240                             NA      37
    Proudfoor Crosby
      Sun Bank, NA              P.O. Box 620000, Orlando, FL 32891             NA      64
    Radian Corp.                P.O.Box 841687, Dallas, TX 75284               NA     174
    Ralph M. Parsons Co.        File # 51790, Los Angeles, CA 90074            NA      40
    Reid & Priest               40 West 57th St., New York, NY 10019           NA      74

    Remediation Technologies    9 Pond Land, Concord, MA 01742                 NA      37
    Resource Data International P.O.Box 106, Boulder, CO  80306                NA      44
    Richard F. Higgins          5043 Village Green Way,
                                  Alpharetta, GA 30201                         NA      36
    Robert H. Miles, Ph.D.      3414 Habersham Rd., Atlanta, GA 30305          NA     332
    Rowan Technologies Limited  Unit T19, Carrington Business Park,
                                  Carrington, Urmstron, Manchester
                                  M31 4DD England                              NA      38
    SAS Consulting Services     1700 Rockville Pike, Suite 330,
      Inc.                        Rockville, MD 20852                          NA      61
    Savannah Electric & Power   P.O.Box 968, Savannah, GA 31401 A 46
    Savannah Laboratories &
       Environmental Serv.      P.O.Box 13548, Savannah, GA 31416              NA      80
    Scott, Madden &             2626 Glenwood Ave., Suite 480,
      Associates, Inc.            Raleigh, NC 27608                            NA     324
    SCSPDA                      64 Perimeter Ctr. E.,Atlanta,GA 30346           A      36

    SDR, Inc.                   P.O.Box 81038, Atlanta, GA 30341               NA     101

</TABLE>

 (Continued on page 27K)
 
<PAGE>
  27K

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

     INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                    services employed. If the aggregate amounts paid
                    to any one payee and included within one
                    subaccount is less than $25,000, only the
                    aggregate number and amount of all such payments
                    included within the subaccount need be shown.
                    Provide a subtotal for each type of service.
<TABLE>
<CAPTION>

    <S>                        <C>                                   <C>          <C>
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE   AMOUNT

    Seatec, Inc.                P.O.Box 127, Warrior, AL  35180               NA     44
    Situation Management        195 Hanover St., Hanover,
      Systems, Inc.               MA 02339-2294                               NA    121
    Software Spectrum           P.O.Box 840150,
                                  Dallas, TX 75284                            NA    108
    Software Technical          3020 Holcomb Bridge Road
      Services, Inc.              Norcross, GA 30071                          NA     48
    Southeast Marketing         1000 Northbrook Parkway, Suite B
      Services, Inc.              Suwanee, GA 30174                           NA     35
    Southern Electric           900 Ashwood Pkwy, Suite 500,
      International               Atlanta, GA 30338                           A      48
    Southern Enterprise         64 Perimeter Ctr. E.,Atlanta,GA 30346         A      41
    Southern Research Institute P.O.Box 11407,Drawer 0375, B'ham, AL          NA    298
    Standard & Poor's Corp.     25 Broadway, New York, NY 10004               NA     32
    Stephen N. Cole, Inc.       4745 Paran Valley, Atlanta, GA 30327          NA    131
    Strategic Marketing
      Decisions                 Box 335, Woodstock, GA 30188                  NA     29
    Success Sciences, Inc.      4809 E. Busch Blvd., Suite 208,
                                  Tampa, FL                                   NA     45
    Sudhir Kumar Agarnal        1888 Century Way, Escondido, CA 92026         NA     38
    Suntrust Public Finance     P.O.Box 4418, Atlanta, GA 30302               NA     44
    Systematic Solutions,       534 E. Dayton-Yellow Springs Rd.,
      Inc.                        Fairborn, OH  45324                         NA     26
    Systems Applications Intl   P.O.Box 44025, San Francisco,CA 94144         NA    750
    Tanner & Herring,           1 Independence Plaza, Suite 504,
      Inc.                        Birmingham, AL 35209                        NA     34
    TATA Consulting Services    101 Park Ave., 26th Floor,
                                  New York, NY 10178                          NA    945
    The Executive Speaker,      891 Mayfield Ave., Winter
      Inc.                        Park, FL 32789-2610                         NA     58
    The Global Utilities Institute
      of Samford Univ.          S.U.Box 2311, Birmingham, AL 35229            NA    531
    The McBurney Corp.          P.O.Box 1827, Norcross, GA 30091-1827         NA    210

</TABLE>

(Continued on page 27L)

<PAGE>
 27L
                           
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.

<TABLE>
<CAPTION>

    <S>                       <C>                                    <C>        <C>
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                       "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                              ASSOCIATE   AMOUNT

    The University of Alabama   University Station, AB 990,
      at Birmingham               Birmingham, AL 35294                       NA     29

    Arthur A. Thompson          7200 Commodore Dr.,
      & Assoc.                    Tuscaloosa, AL 35406                       NA    129
    Time & Money, Inc.          P.O.Box 88454, Dunwoody, GA 30356            NA     52
      Towers Perrin             P.O.Box 8500, S-6110,
                                  Philadelphia, PA 19178                     NA    155
    Trexler & Associates,       1131 S.E. River Forest Rd.,
      Inc.                        Oak Grove, OR 97267                        NA     49
    Triad Technologies,         2976 Pacific Dr., Norcross,
      Inc.                        GA 30071                                   NA     40
    Trust Company               P.O.Box 4418, Center 033,
                                  Atlanta, GA 30302                          NA    107
    United Technologies         411 Silver Lane, East
      Technology Center, Inc.     Hartford, CT 06108                         NA    335
    University of Florida       Treeo Center, 3990 SW 63rd Blvd.,
                                  Gainesville, FL 32608-3848                 NA     37
    Utility Management          Suite 410, Waterview Plaza, 2001
       Services Group             Route 46, Parsippany, NJ 07054             NA     82
    Barry A. Vittor &           8060 Cottage Hill Road,
       Associates, Inc.           Mobile, AL 36695                           NA     36
    Wachovia Bank of            P.O.Box 4148, Mail Code 3940,
       Georgia, NA                Atlanta, GA 30302                          NA     79
    Walker/Free Associates      1730 Pennsylvania Ave., NW,
                                  Washington, DC 20006                       NA    154
    WEFA, Inc.                  P.O.Box 8500, S-1995, 
                                  Philadelphia, PA 19178                     NA     31
    Wells Fargo Guard Services  P.O.Box 668100, File #98993,
                                  Charlotte, NC  28266                       NA    499
    William M. Mercer, Inc.     Dept. 97512, Louisville, KY 40297            NA     32
    William Morehead            634 Lane St., Yreka, CA 96097                NA     60


</TABLE>

 Continued on page 27M)

<PAGE>

27M

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                           OUTSIDE SERVICES EMPLOYED

                                  ACCOUNT 923

    INSTRUCTIONS:  Provide a breakdown by subaccount of outside
                   services employed. If the aggregate amounts paid
                   to any one payee and included within one
                   subaccount is less than $25,000, only the
                   aggregate number and amount of all such payments
                   included within the subaccount need be shown.
                   Provide a subtotal for each type of service.

<TABLE>
<CAPTION>
    <S>                        <C>                                  <C>        <C>
                                                                      RELATIONSHIP
                                                                      "A"=ASSOCIATE
                                                                      "NA"= NON
    FROM WHOM PURCHASED         ADDRESS                               ASSOCIATE   AMOUNT

    W. Robert Worley            190 St. Clair Dr.,St. Simons
                                  Island, GA 31522                            NA     46
    Xerox Corporation           Xerox Sq-0870, Rochester, NY 14664            NA    595
    Z Solutions                 9430 Huntcliff Trace,
                                  Atlanta, GA 30350                           NA     54



    1,223 Other Items (less than
      $25,000 paid to other
      than Associate Cos.)      Aggregating                                   NA  3,252
                                                                                 35,853

                                                                                $80,414
</TABLE>

<PAGE>
 28

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                         EMPLOYEE PENSIONS AND BENEFITS

                                  ACCOUNT 926

    INSTRUCTIONS:  Provide a listing of each pension plan and benefit program
                   provided by the service company.  Such listing should be
                   limited to $25,000.


    DESCRIPTION                                                       AMOUNT

    Pensions                                                         $(1,523)

    Early Retirement Benefits                                         13,957
   
    Employees Group Insurance                                          7,486

    Postretirement Medical Benefits                                    9,504

    Postretirement Life Benefits                                       2,409

    Educational Assistance Plan                                          146

    Minority Scholarship Program                                          83
  
    Employee Savings Plan - Company Contribution                       5,058

    Employee Health and Physical Examinations                            122

    Other (Employees' Professional Fees and
      Other Employee Fringe Benefits)                                    365
                                                                     -------
              TOTAL                                                  $37,607
                                                                     =======

<PAGE>
 29

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                          GENERAL ADVERTISING EXPENSES

                                 ACCOUNT 930.1

    INSTRUCTIONS:  Provide a listing of the amount included in
                   Account 930.1, "General Advertising Expenses",
                   classifying the items according to the nature of
                   the advertising and as defined in the account
                   definition. If a particular class includes an
                   amount in excess of $3,000 applicable to a single
                   payee, show separately the name of the payee and
                   the aggregate amount applicable thereto.

    DESCRIPTION    NAME OF PAYEE                                   AMOUNT
    NOT APPLICABLE

<PAGE>
 30

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                         MISCELLANEOUS GENERAL EXPENSES

                                 ACCOUNT 930.2

    INSTRUCTIONS:  Provide a list of the amount included in Account 930.2,
                   "Miscellaneous General Expenses", classifying the items
                   according to their nature.  Payments and expenses permitted
                   by Section 321 (b) (2) of the Federal Election Campaign Act,
                   as amended by Public Law 94-284 in 1976 (2 U.S.C.S. 441 (b)
                   (2) shall be separately classified.


    DESCRIPTION                                                      AMOUNT

    Meetings/Seminars/Hotels/Catering/Meals/Conferences              $1,530

    Dues and Memberships                                                610

    Recruiting/Interviewing/Placement                                    25

    Employee Training                                                 3,045

    Transportation/Personnel Expense                                     37
   
    Billing Adjustments                                                (296)

    Membership Fee                                                        6

    Employee Activities                                                 140

    Corporate Moving Expense                                             92

    Bank Fees                                                           209
   
   Other General Expense                                                802

     TOTAL                                                           $6,200
                                                                     ======

<PAGE>
 31

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                     RENTS

                                  ACCOUNT 931

    INSTRUCTIONS:  Provide a listing of the amount included in Account 931,
                   "Rents", classifying such expenses by major groupings of
                   property, as defined in the account definition of the
                   Uniform System of Accounts.


    DESCRIPTION                                                       AMOUNT

    Office Rents                                                     $ 6,491
    Computer and Other Data Processing Equipment Rental                1,188

    Software Rental                                                    2,282

    Automobile, Office Furniture & Equipment, and
       Miscellaneous Storage & Equipment Rental                          736

       TOTAL                                                         $10,697
                                                                     =======

<PAGE>
 32

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                         TAXES OTHER THAN INCOME TAXES

                                  ACCOUNT 408

    INSTRUCTIONS:  Provide an analysis of Account 408, "Taxes Other Than Income
                   Taxes".  Separate the analysis into two groups:  (1) other
                   than U.S. Government taxes, and (2) U.S. Government taxes.
                   Specify each of the various kinds of taxes and
                   show the amounts thereof. Provide a subtotal for
                   each class of tax.


    KIND OF TAX                                                     AMOUNT


    Other Than U.S. Government Taxes
   
       State Unemployment                                           $    90

 State Franchise                                                          8
       Net Worth Tax                                                     52

       Intangible Property Tax                                            2

       Miscellaneous Taxes                                               21
       Property and Other City and State                              1,349

        Subtotal - Other                                              1,522


    U.S. Government Taxes

      Federal Insurance Contributions Act                            10,717

      Federal Unemployment                                              171
        Subtotal - U.S. Government                                   10,888

      TOTAL                                                         $12,410
                                                                    =======
<PAGE>
33

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                   DONATIONS

                                 ACCOUNT 426.1

    INSTRUCTIONS:  Provide a listing of the amount included in Account 426.1,
                   "Donations", classifying such expenses by its purpose.  The
                   aggregate number and amount of all items of less than $3,000
                   may be shown in lieu of details.

    NAME OF RECIPIENT                          PURPOSE OF DONATION       AMOUNT

    280 Shades Creek Project                   Civic & Charitable        $   28
    Alabama, University of                     Employee Matching Gift        12
    Alpha Phi Alpha Fraternity                 Educational Contribution       5
    American Council for Capital Formation     Support of Program             5
    American Heart Association                 Civic & Charitable             6
    Atlanta Chamber of Commerce                Civic & Charitable            10
    Atlanta Project                            Civic & Charitable             5
    Auburn University                          Employee Matching Gift         4
    Birmingham Area Chamber of Commerce        Civic & Charitable            25
    Birmingham Area Council                    Civic & Charitable             6
    Birmingham Urban Revitalization Project    Civic & Charitable           125
    Business Institute for Political Analysis  Support of Program            25
    Callanwold Fine Arts Center                Civic & Charitable             5
    Care Foundation                            Civic & Charitable             5
    Center for Legislative Energy &
      Environmental Research                   Support of Program             8
    Children's Hospital                        Civic & Charitable             4
    City Stages Run                            Civic & Charitable             4
    Edison Electric Institute                  Support of Program            51
    Georgia Council on Economic Education      Educational Contribution       5
    Georgia Institute of Technology            Employee Matching Gift         8
    Georgia Institute of Technology            Educational Contribution      20
    Georgia Mental Health Association          Civic & Charitable             3
    Georgia Youth Science & Technology Center  Civic & Charitable            30
    International Science & Engineering Fair   Civic & Charitable             5
    Kennedy Center for Performing Arts         Civic & Charitable             5
    Keystone Center                            Civic & Charitable            15
    Literacy Council of Central Alabama        Civic & Charitable             5
    March of Dimes                             Civic & Charitable            21
    The National Coal Council                  Support of Program            18
    Partnership for a Drug Free America        Civic & Charitable            15
    Republican Senate/House Dinner Trust       Support of Program            20
      Resources for the Future                 Support of Program            25

<PAGE>
33A

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                   DONATIONS

                                 ACCOUNT 426.1

    INSTRUCTIONS:  Provide a listing of the amount included in Account 426.1,
                   "Donations", classifying such expenses by its purpose.  The
                   aggregate number and amount of all items of less than $3,000
                   may be shown in lieu of details.



    NAME OF RECIPIENT                          PURPOSE OF DONATION       AMOUNT

    Senator's Ski Cup                          Civic & Charitable            7
    Smithsonian Institution                    Civic & Charitable            8
    Southern Governor's Association            Support of Program            5
    Southern States Energy Board               Support of Program            4
    Taste of the South (Tutwiler Clinic)       Civic & Charitable            9
    Tax Foundation, Inc.                       Civic & Charitable            4
    United Negro College Fund                  Educational Contribution     15
    United States Energy Association           Support of Program            3
    U. S. Olympic Committee                    Civic & Charitable           10
    United Way                                 Civic & Charitable          135
    Woodruff Arts Center                       Civic & Charitable            3


    92 Other Items (Less than $3,000)          Civic & Charitable          124

    129 Other Items (Less than $3,000)         Employee Matching Gift       26

    5 Other Items (Less than $3,000)           Support of Program            4

    4 Other Items (Less than $3,000)           Educational Contribution      5
      TOTAL                                                                890
                                                                           ===

<PAGE>
 34

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                OTHER DEDUCTIONS

                                 ACCOUNT 426.5

    INSTRUCTIONS:  Provide a listing of the amount included in Account 426.5,
                   "Other Deductions", classifying such expenses according to
                    their nature.


    DESCRIPTION                 NAME OF PAYEE                      AMOUNT



    NOT APPLICABLE

<PAGE>
35

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                 SCHEDULE XVIII

                          NOTES TO STATEMENT OF INCOME

    INSTRUCTIONS:  The space below is provided for important notes
                   regarding the statement of income or any account
                   thereof. Furnish particulars as to any significant
                   increase in services rendered or expenses incurred
                   during the year. Notes relating to financial
                   statements shown elsewhere in this report may be
                   indicated here by reference.


    See Notes to Financial Statements on Pages 19 - 19H.

<PAGE>
 36
                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             (Thousands of Dollars)

                                  SCHEDULE XIX

                            FINANCIAL DATA SCHEDULE

    INSTRUCTIONS:  The space below is provided for important notes
                   regarding the statement of income or any account
                   thereof. Furnish particulars as to any significant
                   increase in services rendered or expenses incurred
                   during the year. Notes relating to financial
                   statements shown elsewhere in this report may be
                   indicated here by reference.



      Net Service Company Property                          134,776
      Total Investments                                       2,880
      Total Current and Accrued Assets                      114,510
      Total Deferred Debits                                     898
      Balancing Amount for Total Assets and Other Debits        -
      Total Assets and Other Debits                         253,064
      Total Proprietary Capital                                 784
      Total Long-Term Debt                                   74,048
      Notes Payable                                          12,428
      Notes Payable to Associate Companies                   15,050
      Balancing Amount for Total Current and Accrued
        Liabilities                                          89,958
     Total Deferred Credits                                  60,796
     Accumulated Deferred Income Taxes                          - 
     Total Liabilities and Proprietary Capital              253,064
     Services Rendered to Associate Companies               361,253
     Services Rendered to Nonassociate Companies             44,326
     Miscellaneous Income or Loss                               421
     Total Income                                           406,000
     Salaries and Wages                                     164,884
     Employee Pensions and Benefits                          37,607
     Balancing Amount for Total Expenses                    203,509
     Total Expenses                                         406,000
     Net Income (Loss)                                          -
     Total Expenses (Direct Costs)                          302,288
     Total Expenses (Indirect Costs)                        103,291
     Total Expenses (Total)                                 405,579
     Number of Personnel End of Year                          2,432

<PAGE>
37


                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                               ORGANIZATION CHART
                                   President
                                     & CEO


 Sr. Executive    Dir. Internal     Vice Pres.     Executive      Senior
 Vice Pres.       Auditing          Information    Vice Pres.     Vice Pres.
                  Atlanta           Resources      Finance &      External
                  Region                           Accounting     Affairs

 Vice Pres.       Dir. Internal     Vice Pres.     Vice Pres.     Vice Pres.
 Materials        Auditing          Human              &          Public
 Management       Birmingham        Resources      Comptroller    Relations
                  Region

Vice Pres.        Dir. Internal     Vice Pres.     Vice Pres.     Vice Pres.
Research &        Auditing          Planning,Mkt.  Secretary &    Federal
Environmental     Mississippi       Research &     House          Government
Affairs                             Support        Counsel        Relations

Vice Pres.        Dir. Internal                    Director       Vice Pres.
Operating &       Auditing                         Short-Term     Environmental
Planning Svcs.    Savannah                         Finance        Policy


Vice Pres.                                         Director       Vice Pres.
Fuel                                               Financial      Corporate
Services                                           Planning &     Counsel
                                                   Treasury


Executive
Vice Pres.
Engineering


Vice Pres.
Projects
Management

<PAGE>
 38

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             METHODS OF ALLOCATION

1.   Annual Operating Area Territorial Load Basis

     Each Client Operating Company, other than Southern Electric
     Generating Company (SEGCO), will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its annual operating area territorial load is of the total annual
     operating area territorial load of the Southern electric system,
     defined as total energy generated plus energy received minus energy
     deliveries to exclude loads and include all Southeastern Power
     Administration (SEPA) Preference Customer loads (exclusive of the
     direct SEPA-Crisp County component), as well as loads served jointly
     by Georgia Power Company and Oglethorpe Electric Membership
     Corporation, Municipal Electric Association of Georgia (MEAG), and
     City of Dalton through the aforesaid companies joint ownership of
     generating facilities with Georgia Power Company. The MEAG component
     includes any component for Crisp County under the provisions of the
     MEAG-Crisp County Agreement. Excluded areas are such as those of
     South Mississippi Electric Power Association, Alabama Electric
     Cooperative, Tennessee Valley Authority, Florida Power Corporation,
     etc.

2.   Customer Basis

     Each Client Operating Company, other than SEGCO, will be charged that
     percentage of the total Southern Company charges to be distributed by
     this method which its average number of customers for the preceding
     year is of the total average number of customers of the Southern
     electric system, other than SEGCO, for such year.

3.   Employee Basis

     Each Client Operating Company, other than SEGCO, will be charged that
     percentage of the total Service Company charges to be distributed by
     this method which its average number of employees for the preceding
     year is of the total average number of employees of all Client
     Operating Companies, other than SEGCO, for such year.

4.   Direct Billing Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its applicable Service Company direct billings for the preceding year
     is to the total Service Company direct billings for such year.

<PAGE>
 38A

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             METHODS OF ALLOCATION



5.   Financial Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its average of the percentages of net fixed assets, operating
     expenses and operating revenue sources is to the total Client
     Operating Company net fixed assets, operating expenses and operating
     revenue of the Southern electric system.

6.   Fossil Fuel Generation Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its generation from fossil fuel sources is of the total generation
     from fossil fuel sources of the Southern electric system.

7.   Fossil and Hydro Capacity Basis

     Each Client Operating Company will be charged the factor determined
     by dividing the total fossil and hydro generating capacity for each
     company, including capacity attributed to joint owners of system
     plants, by the total fossil and hydro generating capacity for the
     Southern electric system.

8.   Insurance Premium Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its applicable insurance premiums is to the total applicable
     insurance premiums of the Southern electric system.

9.   Net Fixed Assets Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its net fixed assets is to the total net fixed assets of the Southern
     electric system.

10.  Number of Nuclear Plants

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its number of nuclear plants is to the total nuclear plants.

<PAGE>
 38B

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             METHODS OF ALLOCATION




11.  Number of Vehicles Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its number of vehicles is to the total vehicles maintained on the
     Standard Transportation System.

12.  Nuclear Plant Capacity Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its name plate kilowatt capacity of nuclear plants is to the total
     kilowatt capacity of all nuclear plants.

13.  Nuclear Plant Generation Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     its net generation of nuclear plants is to the total net generation
     of all nuclear plants.

14.  Preferred Stockholder Basis

     Each Client Operating Company will be charged that percentage of the
     total Service Company charges to be distributed by this method which
     is the number of preferred stockholders per Client Operating Company
     to the total preferred stockholders maintained on the Standard
     Preferred Stock System.

15.  Salary Basis

     The ratio of all applicable work orders for the appropriate division,
     department, groups of departments or other cost centers that incur
     salary charges per month. The larger the amount of salary charges to
     a direct work order, the larger the amount that work order will
     receive in the allocation.

<PAGE>
 38C

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

                             METHODS OF ALLOCATION


16.  Southern System Basis

     This method will be applicable only to charges for services which
     relate to Southern and other Client Operating Companies. Each Client
     Operating Company will be charged for the charges to be distributed
     by this method in the ratio of such Client Company's total
     capitalization to the sum of the total capitalization of all Client
     Operating Companies.

17.  System Aircraft

     Variable costs incurred related to system aircraft are
     charged to theparticipating Client Companies using one of three methods:

     A) Variable costs incurred for travel within the Southern electric
        system are allocated using the Southern System Basis;

     B) Variable costs incurred for travel outside the Southern electric
        system are allocated based on the percentage of miles flown for
        each specific Client Company to the total miles flown by all
        participating Client Companies.

     C) Variable costs incurred for travel inside a particular Client
        Company's service territory are allocated based on the
        percentage of miles flown for each specific Client Company to
        the total miles flown by all participating Client Companies.

     Fixed costs related to system aircraft (rent, depreciation, salaries,
     etc.) are allocated to participating Client Companies using a three-
     year rolling average of variable costs.

<PAGE>
 39

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994

           ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED


The following annual statement was supplied to each associate client
company regarding interest billed for compensation of equity capital
and borrowed capital in 1994.

Pursuant to the amended Uniform System of Accounts for Mutual and Subsidiary
Service Companies implemented in January 1980, Southern Company Services is
required to submit an annual statement to its associated client companies
stating the amount and calculation of interest billed for compensation of
equity capital and borrowed capital. Southern Company Services does not bill
its associated client companies for compensation of equity capital.

In 1994 Southern Company Services initiated short-term borrowings from The
Southern Company and other outside banking institutions. The interest rates on
these borrowings ranged from 3.15% to 6.355%. Interest in the amounts
of$213,012.60 and $905,095.63 was accrued on Southern Company and outside
borrowings respectively and was billed to the client companies. The interest
was distributed to each company either on the appropriate fixed percentage
allocation basis or on the salary allocation basis in accordance with the SEC
orders and our service contracts.

In addition, as of December 31, 1994, Southern Company Services had long-term
debt outstanding from various institutions in the amount of $74,475,938.95.
The interest rates on these borrowings ranged from 4.62% to 13.0%. Interest
of $6,814,254.72 was accrued and billed to the client companies. The interest
was distributed to each company either on the appropriated fixed percentage
allocation basis or on the salary allocation basis in accordance with the SEC
orders and service contracts.


The interest on total service company indebtedness was billed to the associate
and nonassociate companies as follows:


The Southern Company                          $ 527,215.28
Alabama Power Company                         1,930,060.93
Georgia Power Company                         3,193,066.60
Gulf Power Company                              474,869.40
Mississippi Power Company                       537,853.06
Savannah Electric & Power Company               128,169.97
Southern Development and Investment Group, Inc.     670.80
Southern Electric Generating Company             14,336.19
Southern Electric International, Inc.           286,199.28
Southern Electric Railroad Company               22,592.47
Southern Nuclear Operating Company              758,041.42
Nonassociate                                     59,287.55
                                             -------------
                                             $7,932,362.95
                                             =============

<PAGE>

40

                ANNUAL REPORT OF SOUTHERN COMPANY SERVICES, INC.
                      For the Year Ended December 31, 1994










                                SIGNATURE CLAUSE

                   Pursuant to the requirements of the Public

               Utility Holding Company Act of 1935 and the rules

                 and regulations of the Securities and Exchange

                 Commission issued thereunder, the undersigned

              company has duly caused this report to be signed on

                its behalf by the undersigned officer thereunto

                                duly authorized.



                        Southern Company Services, Inc.
                          (Name of Reporting Company)


                          By:  /s/ W. Dean Hudson
                              (Signature of Signing Officer)


                  W. Dean Hudson, Vice President & Comptroller
                  (Printed Name and Title of Signing Officer)


                              Date: April 24, 1995




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