GULF POWER CO
U-1/A, 1994-05-05
ELECTRIC SERVICES
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                                                           File No. 70-8397






                          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

                                  GULF POWER COMPANY
                                 500 Bayfront Parkway
                               Pensacola, Florida 32501

                 (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)

                                    Warren E. Tate
                               Secretary and Treasurer
                                  Gulf Power Company
                                 500 Bayfront Parkway
                               Pensacola, Florida 32501

                     (Names and addresses of agents for service)

           The Commission is requested to mail signed copies of all orders,
          notices and  communications to the  above agents for  service and
          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

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









          Item 1.  Description of Proposed Transactions.

          Item 1 is hereby further amended by adding thereto the following:

               "Gulf also requests that the Commission reserve jurisdiction

          with respect to any secured short-term (i.e., having a maturity less

          than one year) borrowings."


                                        SIGNATURES

                    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.


          Dated  May 5, 1994              GULF POWER COMPANY


                                         By  /s/ Wayne Boston
                                                     Wayne Boston
                                                  Assistant Secretary
<PAGE>


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