GEORGIA POWER CO
U-1/A, 1994-08-15
ELECTRIC SERVICES
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                                                  File No. 70-8193

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                        Amendment No. 3 to
                             Form U-1

                    APPLICATION OR DECLARATION

                               under

          The Public Utility Holding Company Act of 1935


                       GEORGIA POWER COMPANY
                     333 Piedmont Avenue, N.E.
                      Atlanta, Georgia  30308

                SAVANNAH ELECTRIC AND POWER COMPANY
                        600 East Bay Street
                     Savannah, Georgia  31402

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


                       THE SOUTHERN COMPANY


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


      Judy M. Anderson                   Kirby R. Willis
     Vice President and             Vice President and Chief
     Corporate Secretary                Financial Officer
    Georgia Power Company      Savannah Electric and Power Company
  333 Piedmont Avenue, N.E.            600 East Bay Street
   Atlanta, Georgia  30308          Savannah, Georgia  31402

            (Names and addresses of agents for service)

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

             W. L. Westbrook, Financial Vice President
                       The Southern Company
                     64 Perimeter Center East
                      Atlanta, Georgia  30346

John F. Young, Vice President        John D. McLanahan, Esq.
Southern Company Services, Inc.         Troutman Sanders
 One Wall Street, 42nd Floor      NationsBank Plaza, Suite 5200
  New York, New York  10005        600 Peachtree Street, N.E.
                                  Atlanta, Georgia  30308-2216<PAGE>





                       INFORMATION REQUIRED


Item 1.   Description of Proposed Transactions.

     Item 1 of the statement on Form U-1 in this proceeding, as
amended and restated in Amendment No. 2 herein, is hereby further
amended by adding thereto the following:

     "Upon completion of the eight initial CTs described herein,

GPC will own a 100% interest in six of them and Savannah will own

a 100% interest in two.  GPC and Savannah will each be entitled to

100% of the output of its respective CT units.  The facilities

common to all of such eight CTs will be jointly owned by GPC and

Savannah as tenants-in-common, with GPC having a 75% (6/8)

undivided ownership interest and Savannah having a 25% (2/8)

undivided ownership interest.

     It is estimated that the rental payments to be made by GPC

to Savannah as described in Item 1.4 will amount to approximately

$2,200 annually.

     Savannah has implemented accounting systems and procedures

so that all costs properly allocable to GPC shall be paid by GPC

on a current basis."















                                -1-<PAGE>





                             SIGNATURE



     Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, the undersigned companies have duly caused

this amendment to be signed on their behalf by the undersigned

thereunto duly authorized.



Dated:  August 15, 1994



                    GEORGIA POWER COMPANY


                    By: /s/Wayne Boston
                                   Wayne Boston
                               Assistant Secretary


                    SAVANNAH ELECTRIC AND POWER COMPANY


                    By: /s/Wayne Boston
                                   Wayne Boston
                               Assistant Secretary




















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