GEORGIA POWER CO
U-1/A, 1994-07-29
ELECTRIC SERVICES
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                                                 File No. 70-8443



                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                         Amendment No. 1
                                to
                             Form U-1

                    APPLICATION OR DECLARATION

                              under

          The Public Utility Holding Company Act of 1935

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

       (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
              Vice President and Corporate Secretary
                      Georgia Power Company
                    333 Piedmont Avenue, N.E.
                      Atlanta, Georgia 30308

           (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                      John F. Young
Financial Vice President                 Vice President
  The Southern Company          Southern Company Services, Inc.
64 Perimeter Center East          One Wall Street, 42nd Floor
 Atlanta, Georgia 30346             New York, New York 10005

     Warren Y. Jobe                 John D. McLanahan, Esq.
Executive Vice President and            Troutman Sanders
Chief Financial Officer            600 Peachtree Street, N.E.
 Georgia Power Company                     Suite 5200
333 Piedmont Avenue, N.E.         Atlanta, Georgia 30308-2216
Atlanta, Georgia 30308<PAGE>





                       INFORMATION REQUIRED



Item 1.   Description of Proposed Transactions.

          Item 1 is hereby amended by adding thereto the

following:

          "Georgia has determined not to deliver the Letter of

Credit or cause insurance policies to be issued in connection

with the proposed issuance and sale by the Development Authority

of Burke County (Georgia) (the "Authority") of $60,000,000

aggregate principal amount of its Pollution Control Revenue Bonds

(Georgia Power Company Plant Vogtle Project), Sixth Series 1994

(the "Revenue Bonds").  Georgia will issue Collateral Bonds to

the Trustee to secure its payment obligations with respect to the

Revenue Bonds, pursuant to a Supplemental Indenture substantially

in the form filed as Exhibit A-1(b) hereto.  The proceeds of the

Revenue Bonds will be applied to the redemption of $126,725,000

principal amount of Development Authority of Burke County

(Georgia), 12% Pollution Control Revenue Bonds (Georgia Power

Company Plant Vogtle Project) Third Series 1984, due October 1,

2014 (the "Prior Bonds").  Georgia caused the issuance of the

Prior Bonds pursuant to authority granted by the Commission in

HCAR No. 35-23451 (October 12, 1984).

          The Authority has, pursuant to competitive bidding,

entered into underwriting arrangements with J. P. Morgan

Securities Inc. and Morgan Stanley & Co. Incorporated, as the

underwriters, for the sale of the Revenue Bonds bearing interest

at the rate of 6 3/8% per annum and maturing (subject to prior<PAGE>





                              - 2 -

redemption) on August 1, 2024.  Such arrangements will result in

a true interest cost to Georgia of 6.4890% per annum.  Such

underwriters will purchase the Revenue Bonds from the Authority

at a purchase price of 100% of the principal amount thereof and

Georgia will pay the underwriting fee of $898,800 (1.498% of the

aggregate principal amount) for such underwriters' services."


Item 2.   Fees, Commissions and Expenses.

          Item 2 is hereby amended as follows:

          "The fees and expenses to be paid or incurred by

Georgia, directly or indirectly, in connection with the proposed

issuance of the Collateral Bonds (as distinguished from and

excluding fees, commissions and expenses incurred or to be

incurred in connection with the sale of the Revenue Bonds by the

Authority and in connection with the determination of the tax

status of the Revenue Bonds) are as follows:



Fee of counsel for Georgia  . . . . . . . . . . . .    $20,000
Fee of accountants, Arthur Andersen & Co  . . . . .     25,000
Fee of trustee, including counsel . . . . . . . . .     15,000
Services of Southern Company
   Services, Inc. . . . . . . . . . . . . . . . . .     25,000
Miscellaneous, including telephone charges and 
   traveling expenses . . . . . . . . . . . . . . .      5,000
TOTAL       . . . . . . . . . . . . . . . . . . . .    $90,000"<PAGE>





                              - 3 -



Item 6.   Exhibits and Financial Statements.

          (a)  Exhibits.

          A-1(b) - Draft of Supplemental Indenture between
                   Georgia and Chemical Bank, as Trustee,
                   relating to the Collateral Bonds. (To be filed
                   by amendment.)

          B-1    - Form of Loan Agreement between Georgia and the
                   Authority relating to the Revenue Bonds. (To
                   be filed by amendment.)

          B-2    - Form of Trust Indenture between the Authority
                   and the Trustee relating to the Revenue Bonds.
                   (To be filed by amendment.)



                            SIGNATURE

          Pursuant to the requirements of the Public Utility

Holding Company Act of 1935, the undersigned company has duly

caused this amendment to be signed on its behalf by the

undersigned thereunto duly authorized.


                                    GEORGIA POWER COMPANY



Dated:  July 29, 1994               By:  /s/Wayne Boston        

                                            Wayne Boston
                                         Assistant Secretary<PAGE>


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