SOUTHERN CO
POS AMC, 1995-06-21
ELECTRIC SERVICES
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                                                                File No. 70-8435

                          SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C.   20549

                                   Amendment No. 3
                                (Post-Effective No. 2)
                                          to
                                       FORM U-1

                              APPLICATION OR DECLARATION

                                        under

                    The Public Utility Holding Company Act of 1935

          THE SOUTHERN COMPANY              SAVANNAH ELECTRIC AND POWER COMPANY
        64 Perimeter Center East                    600 Bay Street East
         Atlanta, Georgia 30346                  Savannah, Georgia  31401

          ALABAMA POWER COMPANY               SOUTHERN COMPANY SERVICES, INC.
          600 North 18th Street                  64 Perimeter Center East
       Birmingham, Alabama  35291                 Atlanta, Georgia  30346

          GEORGIA POWER COMPANY            SOUTHERN ELECTRIC GENERATING COMPANY
        333 Piedmont Avenue, N.E.                  600 North 18th Street
         Atlanta, Georgia  30308                Birmingham, Alabama  35291

           GULF POWER COMPANY              SOUTHERN ELECTRIC INTERNATIONAL, INC.
          500 Bayfront Parkway                900 Ashwood Parkway, Suite 500
        Pensacola, Florida  32501                 Atlanta, Georgia  30338

       MISSISSIPPI POWER COMPANY        SOUTHERN NUCLEAR OPERATING COMPANY, INC.
            2992 West Beach                    40 Inverness Center Parkway
     Gulfport, Mississippi  39501              Birmingham, Alabama  35204

                 (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                  Kirby R. Willis, Vice President,
                Secretary                  Treasurer and Chief Financial Officer
          The Southern Company              Savannah Electric and Power Company
        64 Perimeter Center East                    600 Bay Street East
         Atlanta, Georgia 30346                  Savannah, Georgia  31401

     Art P. Beattie, Vice President,          Tommy Chisholm, Vice President
         Secretary and Treasurer                       and Secretary
          Alabama Power Company               Southern Company Services, Inc.
          600 North 18th Street                  64 Perimeter Center East
       Birmingham, Alabama  35291                Atlanta, Georgia   30346

    Judy M. Anderson, Vice President                  Art P. Beattie
         and Corporate Secretary                  Secretary and Treasurer
          Georgia Power Company            Southern Electric Generating Company
        333 Piedmont Avenue, N.E.                  600 North 18th Street
         Atlanta, Georgia  30308                Birmingham, Alabama  35291

        Warren E. Tate, Secretary             Tommy Chisholm, Vice President
              and Treasurer                            and Secretary
           Gulf Power Company              Southern Electric International, Inc.
          500 Bayfront Parkway                900 Ashwood Parkway, Suite 500
        Pensacola, Florida  32501                 Atlanta, Georgia  30338

    M. W. Southern, Vice President            John O. Meier, Vice President
        Secretary and Treasurer                  and Corporate Secretary
       Mississippi Power Company        Southern Nuclear Operating Company, Inc.
            2992 West Beach                    40 Inverness Center Parkway
      Gulfport, Mississippi  39501              Birmingham, Alabama  35204
                    
                     (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 D. McLanahan
        Financial Vice President                     Troutman Sanders
          The Southern Company                  600 Peachtree Street, N.E.
        64 Perimeter Center East                        Suite 5200
         Atlanta, Georgia 30346                Atlanta, Georgia  30308-2216
<PAGE>



          Item 1.  Description of Proposed Transactions.

                   The first paragraph of Item 1.2 as amended by Amendment

          No. 2 (Post-Effective No. 1) is hereby deleted and replaced with

          the following:

                   "Southern now proposes to issue and sell the remaining

          additional shares of its common stock pursuant to the Plans from

          time to time on or prior to December 31, 1999.  Southern intends

          to utilize the net proceeds from of the sales of the additional

          common stock to make investments in subsidiaries, including EWGs

          and FUCOs, and for other corporate purposes.  Investments in

          subsidiaries would only be made in accordance with existing or

          future authorizations in separate proceedings, or in accordance

          with such exemptions as may exist under the Act and the rules and

          regulations thereunder, provided however, that with respect to

          direct or indirect investments in EWGs and FUCOs, the sum of (i)

          the net proceeds of sales of additional common stock used for the

          purpose of acquiring the securities of or other interests in any

          such entities, as authorized in this proceeding and in File No.

          70-8277, (ii) the principal amount of securities of any EWGs or

          FUCOs at any time outstanding in respect of which Southern has

          provided a guarantee, as authorized in File No. 70-8277, and

          (iii) the proceeds of short-term and term loan borrowings and/or

          commercial paper sales at any time invested by Southern in EWGs

          and FUCOs, as authorized in File No. 70-8309, shall not, in the

          aggregate, exceed the greater of (x) $1.072 billion, and (y) 50%

          of Southern's "consolidated retained earnings," as determined in

          accordance with Rule 53(a) (hereinafter, the "Rule 53

          Limitation").  The current Rule 53 Limitation ($1.072 billion) is

          based on Southern's "consolidated retained earnings" and

          "aggregate investment" at March 31, 1995, as shown in Item 1.3,

          below."
<PAGE>



                                        - 2 -

                                      SIGNATURES

                   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:  June 21, 1995

                                  THE SOUTHERN COMPANY



                                  By:  /s/Tommy Chisholm
                                           Tommy Chisholm
                                              Secretary


                                  ALABAMA POWER COMPANY



                                  By:  /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary


                                  GEORGIA POWER COMPANY



                                  By:   /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary


                                  GULF POWER COMPANY



                                  By:   /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary


                                  MISSISSIPPI POWER COMPANY



                                  By:    /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary

                         (Signatures continued on next page)
<PAGE>



                                        - 3 -


                                  SAVANNAH ELECTRIC AND POWER COMPANY



                                  By:    /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary


                                  SOUTHERN COMPANY SERVICES, INC.



                                  By:    /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary


                                  SOUTHERN ELECTRIC GENERATING COMPANY



                                  By:    /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary


                                  SOUTHERN ELECTRIC INTERNATIONAL, INC.



                                  By:   /s/Tommy Chisholm
                                           Tommy Chisholm
                                              Secretary


                                  SOUTHERN NUCLEAR OPERATING COMPANY, INC.



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


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