SOUTHERN CO
U-1/A, 1994-08-25
ELECTRIC SERVICES
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                                                           File No. 70-8233


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549

                                   AMENDMENT NO. 2
                                          TO
                                       FORM U-1

                              APPLICATION OR DECLARATION
                                        under
                    The Public Utility Holding Company Act of 1935

                                 THE SOUTHERN COMPANY
                               64 Perimeter Center East
                                Atlanta, Georgia 30346

                        SOUTHERN COMPANY COMMUNICATIONS, INC.
                               64 Perimeter Center East
                                Atlanta, Georgia 30346


                 (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)

                              Tommy Chisholm, Secretary
                                 The Southern Company
                               64 Perimeter Center East
                                Atlanta, Georgia 30346

                      (Name 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 D. McLanahan, Esq.
                     Financial Vice President         Troutman Sanders
                      The Southern Company           5200 NationsBank Plaza
                    64 Perimeter Center East     600 Peachtree Street, N.E.
                    Atlanta, Georgia 30346     Atlanta, Georgia 30308-2216<PAGE>





                                INFORMATION REQUESTED


               The foregoing Application-Declaration (the "Application") is

          hereby amended as follows:

               1.   Section 1.1 - Background, is hereby amended by deleting

          the first three sentences of the thirteenth paragraph (Page 10 of

          Amendment No. 1) and substituting the following:

               "Southern has completed 95% of the design for the Southern

          System area ("Internal System"), comprised of substantially all

          of the State of Georgia, the operating areas of Alabama Power

          Company in Alabama1, the Gulf Power Company service area within

          the panhandle of the State of Florida2, and the twenty-three

          counties in Southeastern Mississippi served by Mississippi Power

          Company.3  This Southern System area corresponds to the 120,000

          square mile service area wherein Southern is responsible for bulk

          power and retail service on an integrated basis and maintains a

          continuous integration of supply and demand for power as approved

          by the Commission.  Coverage of this Internal System area will

          require development of approximately 280 cell sites. The Internal

          System infrastructure investment required will be approximately

          $140.4 million.  Southern estimates that approximately thirty



                              

               1   Which excludes the area in North Alabama served by the
          Tennessee Valley Authority, an area which is included in the
          Expanded Southern Territory.

               2   Excludes the area east of Gulf Power Company's utility
          service area to Tallahassee, Florida, which is considered as part
          of the Expanded Southern Territory.

               3  This excludes the connection to Jackson, Mississippi.<PAGE>





          additional sites will be necessary to extend service to the

          Expanded Southern Territory." 

               2.   Section 1.1 - Background, is further amended by

          deleting the second sentence of the eighteenth paragraph (last

          sentence beginning on Page 13 of Amendment No. 1) and the first

          three sentences of the next paragraph and substituting the

          following:

               "Southern's investment in the subsidiary in order to serve

          voice, dispatch and data requirements of the Internal System is

          estimated to comprise substantially all of the requested

          authority of $179 million.  This investment includes the above-

          mentioned $140.4 million in infrastructure, approximately $12.8

          million in prepaid operations and maintenance and approximately

          $25.8 million working capital and frequency license acquisition

          costs.

               Southern also requests authority to proceed with service to

          the Expanded Southern System territory.  Authority to include

          North Alabama, Jackson, Mississippi, and Northern Florida would

          enable Southern to amortize its investment more efficiently and

          would facilitate utility-related communications."

               3.   Section 1.1 - Background, last sentence (Page 14 of

          Amendment No. 1) is amended by substituting "authorized

          territory" for "Expanded Southern Territory."

               4.   Section 1.3 - Transactions Between Affiliates, is

          hereby amended by deleting the fifth sentence of the second




                                        - 3 -<PAGE>





          paragraph (Page 19 of Amendment No. 1) and all of the following

          third paragraph.

               5.   Section 1.3 - Transactions Between Affiliates, is

          hereby further amended by deleting the fifth paragraph (Page 20

          of Amendment No. 1).

               6.   Item VI - Exhibits and Financial Statements, is amended

          as follows:

                    Exhibit H -    Documents requested by Staff on page 3
                                   of Staff's June 30, 1994, letter:
                                   Southern's May 27, 1994 Initial Response
                                   To Dial Page, Inc., Southern's March 15,
                                   1994, letter to the Hon. Edward J.
                                   Markey and the Hon. Philip R. Sharp, and
                                   the May 2, 1994, Mobile Radio Business
                                   Plan.  (Filed under separate cover.)

                    Exhibit I -    Response Of The Southern Company To
                                   Staff Inquiries.  (Filed under separate
                                   cover.)

               The text of the Application will control over the exhibits
          in case of any inconsistencies between them.
























                                        - 4 -<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 25, 1994



                                   THE SOUTHERN COMPANY


                                   By:   Tommy Chisholm          
                                        Tommy Chisholm, Secretary


                                   SOUTHERN COMPANY COMMUNICATIONS, INC.


                                   By:  Tommy Chisholm           
                                        Tommy Chisholm, Secretary


























                                        - 5 -<PAGE>


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