SOUTHERN CO
U-1, 1995-02-02
ELECTRIC SERVICES
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                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549

                                       FORM U-1

                              APPLICATION OR DECLARATION

                                        under

                    The Public Utility Holding Company Act of 1935

            THE SOUTHERN COMPANY   SOUTHERN NUCLEAR OPERATING COMPANY, INC.
          64 Perimeter Center East        40 Inverness Center Parkway
              Atlanta, Georgia             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, Secretary        John O. Meier, Secretary
            The Southern Company   Southern Nuclear Operating Company, Inc.
          64 Perimeter Center East        40 Inverness Center Parkway
           Atlanta, Georgia 30346          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            Walter M. Beale, Jr., Esq.
          Financial Vice President              Balch & Bingham
            The Southern Company            1901 Sixth Avenue North
          64 Perimeter Center East                Suite 2600
           Atlanta, Georgia 30346          Birmingham, Alabama 35203

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





                                 INFORMATION REQUIRED



          Item 1.   Description of Proposed Transactions.

                    Southern Nuclear Operating Company, Inc. ("Southern

          Nuclear") is a wholly-owned subsidiary of The Southern Company

          ("Southern"), a registered holding company under the Public

          Utility Holding Company Act of 1935, as amended (the "Act"). 

          Southern Nuclear provides, pursuant to previous Commission

          authority (HCAR No. 25212, dated December 14, 1990 and  HCAR No.

          25429, dated December 13, 1991), nuclear operation services,

          technical services and administrative services (sometimes

          referred to hereinafter collectively as "nuclear services") to

          affiliates of the Southern electric system.  Presently, Southern

          Nuclear provides nuclear services to two of the operating

          companies of the Southern electric system.  Alabama Power Company

          ("APC") owns, and Southern Nuclear is licensed to operate, the

          Farley Nuclear Plant Units 1 and 2.  Georgia Power Company

          ("GPC") is a co-owner of and is licensed to operate the Hatch

          Nuclear Plant Units 1 and 2 and Vogtle Nuclear Plant Units 1 and

          2.

                    Southern Nuclear seeks authority through March 31, 1998

          to borrow from Southern or lenders other than Southern.  The

          aggregate principal amount of any advances to Southern Nuclear by

          Southern or lenders other than Southern will not exceed

          $10,000,000 at any time outstanding.

                    Borrowings from Southern will have maturities not to

          exceed 10 years and will accrue interest at a rate equal to the

          average effective interest cost of Southern's outstanding

          obligations for borrowed money on the first day of each month, or
<PAGE>





                                        - 2 -

          if no obligations are outstanding at the time, at a rate equal to

          the weekly average of the thirty-day certificate of deposit rate

          (secondary market) as reported in the Federal Reserve statistical

          release H.15 (519) for the next to last complete business week of

          the preceding calendar month.  However, this rate shall not

          exceed the prime rate in effect at a nationally recognized U. S.

          bank to be designated by Southern.  Unless authorized by the

          Commission, loans obtained from lenders other than Southern will

          have maturities not to exceed 10 years and will accrue interest

          at a rate not to exceed the prime rate plus 2% for variable rate

          loans and the prime rate at the time of borrowing plus 3% for

          fixed rate loans.  Such loans may be secured or unsecured and may

          be guaranteed by Southern.

                    Southern proposes on or prior to March 31, 1998, to

          make up to $5,000,000 in open account advances to Southern

          Nuclear from time to time, which, at the option of Southern, may

          be converted into capital contributions or additional shares of

          common stock of Southern Nuclear.  To the extent any such

          advances are converted to equity, the borrowing authority sought

          herein shall be reduced by the amount of the advances so

          converted, so that the total capitalization of Southern Nuclear

          does not exceed $11.6 million (including its present common

          equity of $1.6 million) without further authorization from the

          Commission.  The rate of return on Southern Nuclear's common

          equity capital will not exceed the simple average of the most

          recent rates of return allowed by the Alabama Public Service

          Commission and the Georgia Public Service Commission on the

          common equity capital of APC and GPC, respectively.
<PAGE>





                                        - 3 -

                    The authority sought herein is for the purpose of

          providing funds to be used by Southern Nuclear in connection with

          its working capital needs, including the purchase of equipment

          and office furniture, leasehold improvements and loans to

          employees for purposes such as residential energy programs,

          purchases of computers and employee transfer expenses.  (See

          Exhibit G filed herewith.)


          Item 2.   Fees, Commission and Expenses.

                    The estimated fees, commissions and expenses to be

          incurred in connection herewith are as follows:


                    Form U-1 filing fee . . . .  $2,000
                    Legal fees  . . . . . . . .   5,000
                    Miscellaneous . . . . . . .   1,000
                    Total . . . . . . . . . . .  $8,000



          Item 3.   Applicable Statutory Provisions.

                    The issuance and sale by Southern Nuclear of shares of

          its capital stock are subject to the provisions of Sections 6(a)

          and 7 of the Act.

                    The acquisition by Southern of shares of the capital

          stock of Southern Nuclear is subject to Sections 9(a) and 10 of

          the Act.

                    The making of open account advances by Southern to

          Southern Nuclear is subject to Section 12(b) of the Act and Rule

          45 thereunder.

                    The conversion by Southern of open account advances

          into capital contributions or equity of Southern Nuclear is

          subject to Section 12(b) of the Act and Rule 45(a) thereunder.
<PAGE>





                                        - 4 -

                    The borrowings by Southern Nuclear from lenders is

          subject to the provisions of Sections 6(a) and 7 of the Act.

                    Rule 54 is also applicable to the proposed

          transactions.  In this regard, however, Southern Nuclear does not

          currently hold any interest in any "exempt wholesale generator"

          or "foreign utility company," and the transactions proposed in

          this Application or Declaration do not in any way concern or

          relate to an investment in or other involvement with any "exempt

          wholesale generator" or "foreign utility company." 

                    Under Rule 54, in determining whether to approve the

          issue or sale of a security by a registered holding company for

          purposes other than the acquisition of an "exempt wholesale

          generator" or "foreign utility company", or other transactions by

          such registered holding company or its subsidiaries other than

          with respect to "exempt wholesale generators" or "foreign utility

          companies", the Commission shall not consider the effect of the

          capitalization or earnings of any subsidiary which is an "exempt

          wholesale generator" or a "foreign utility company" upon the

          registered holding company system if Rules 53(a), (b) and (c) are

          satisfied.  In that regard, assuming the consummation of the

          transactions contemplated in this Application or Declaration, all

          of the conditions set forth in Rule 53(a) are and will be

          satisfied and none of the conditions set forth in Rule 53(b)

          exists or, as a result thereof, will exist.

                    Rule 53(a)(1):  Assuming full utilization by Southern

          of $500 million of proceeds of the sale of its common stock (as

          authorized in HCAR Nos. 25980 and 26098) and/or the use of up to

          $500 million of the proceeds of short-term borrowings and/or
<PAGE>





                                        - 5 -

          commercial paper sales (as authorized in HCAR No. 26004), to make

          investments in "exempt wholesale generators" and "foreign utility

          companies," and/or the guaranty by Southern of up to $500 million

          of securities of any "exempt wholesale generators" or "foreign

          utility companies"  (as authorized by HCAR No. 25980), the

          combination of which may not exceed $500 million, Southern's

          "aggregate investment" in such entities would be approximately

          26.9% of "consolidated retained earnings," as defined in Rule

          53(a)(1)(ii), of Southern, determined as follows:  At September

          30, 1994, Southern had invested, directly or indirectly, an

          aggregate of $409.5 million in  "exempt wholesale generators" and

          "foreign utility companies," 1 and had utilized for this purpose

          approximately $97.7 million of the authorized proceeds of common

          stock, debt and/or guarantees.  The average of the consolidated

          retained earnings of Southern reported on Form 10-K or Form 10-Q,

          as applicable, for the four consecutive quarters ended September

          30, 1994, is $3.019 billion.  Accordingly, Southern's "aggregate

          investment," on a pro forma basis, expressed as a percentage of

          "consolidated retained earnings," is approximately 26.9% ($409.5

          million + $402.3 million divided by $3.019 billion).

                    Rule 53(a)(2):  Southern maintains books and records

          enabling it to identify investments in and earnings from each

          "exempt wholesale generator" and "foreign utility company" in

          which it directly or indirectly holds an interest.  In addition,

                              

               1 These  investments were in  companies or partnerships that
          are  "exempt wholesale  generators,"  as defined  in Section  32,
          operating or constructing facilities  in Hawaii and Virginia, and
          in  "foreign  utility  companies,"  as  defined  in  Section  33,
          operating in The Grand Bahamas, Chile and Argentina.
<PAGE>





                                        - 6 -

          each domestic "exempt wholesale generator" in which Southern

          holds an interest maintains its books and records and prepares

          its financial statements in conformity with U.S. generally

          accepted accounting principles ("GAAP").  The books and records

          and financial statements of each "foreign utility company" in

          which Southern holds an interest (including those that are

          "majority-owned subsidiaries" and those that are not) are

          maintained and prepared in conformity with GAAP.  All of such

          books and records and financial statements will be made available

          to the Commission, in English, upon request. 

                    Rule 53(a)(3): No more than 2% of the employees of

          Southern's operating utility subsidiaries will, at any one time,

          directly or indirectly, render services to "exempt wholesale

          generators" and "foreign utility companies."  Based on current

          staffing levels of Southern's domestic operating utility

          subsidiaries (such companies currently employ, in the aggregate,

          approximately 27,000 salaried and hourly employees), no more than

          540 employees of these companies, in the aggregate, determined on

          a full-time-equivalent basis, will be utilized at any one time in

          rendering services directly or indirectly to "exempt wholesale

          generators" and "foreign utility companies."  In a separate

          proceeding (File No. 70-7932) certain of Southern's subsidiaries

          are requesting authority to render services to "exempt wholesale

          generators" and "foreign utility companies," as required by Rule

          53(a).

                    Rule 53(a)(4):  Southern is simultaneously submitting a

          copy of this Application or Declaration, and will submit copies

          of any Rule 24 certificates required hereunder, as well as a copy
<PAGE>





                                        - 7 -

          of Southern's Form U5S, to the Federal Energy Regulatory

          Commission and to the appropriate public service commission(s)

          having jurisdiction over the retail rates of Southern's operating

          utility subsidiaries.

                    In addition, Southern states that the provisions of

          Rule 53(a) are not made inapplicable to the authorization herein

          requested by reason of the provisions of Rule 53(b).  

                    Rule 53(b)(1): Neither Southern nor any subsidiary of

          Southern is the subject of any pending bankruptcy or similar

          proceeding.

                    Rule 53(b)(2):  Southern's average consolidated

          retained earnings for the four most recent quarterly periods

          ($3.019 billion) represented an increase of approximately $44

          million in the average consolidated retained earnings for the

          previous four quarterly periods ($2.975 billion).

                    Rule 53(b)(3):  In the previous fiscal year, Southern

          did not report any operating losses attributable to its direct or

          indirect investments in "exempt wholesale generators" and

          "foreign utility companies." 


          Item 4.   Regulatory Approval.

                    No state commission and no federal commission (other 

          than the Commission) has jurisdiction over the proposed

          transactions.


          Item 5.   Procedure.

                    The applicants request that the Commission's order

          herein be issued as soon as the rules will allow and that there

          be no 30-day waiting period between the issuance of the
<PAGE>





                                        - 8 -

          Commission's order and the date on which it is to become

          effective.

                    It is submitted that a recommended decision by a

          hearing officer or other responsible officer of the Commission is

          not needed with respect to the proposed transaction.  The

          applicants hereby consent that the Division of Investment

          Management may assist with the preparation of the Commission's

          decision and/or order in this matter unless such Division opposes

          the matters covered hereby.


          Item 6.   Exhibits and Financial Statements.


             (a)    Exhibits

                    A    -    None.

                    B    -    None.

                    C    -    None.

                    D    -    None.

                    E    -    None.

                    F-1  -    Opinion of Balch & Bingham, counsel to
                              Southern Nuclear.

                    F-2  -    Opinion of Troutman Sanders, counsel to
                              Southern.

                    G    -    Projection of Capital Funds Requirements for
                              April, 1995 - March, 1998.

                    H    -    Form of Notice.


             (b)    Financial Statements.

                    Balance Sheet of Southern Nuclear as of December 31,
                    1994.

                    Statement of Income of Southern Nuclear as of December
                    31, 1994.
<PAGE>





                                        - 9 -

          Item 7.   Information as to Environmental Effects.

                    The issuance of an order by the Commission with respect

          to the subject transactions is not a major federal action

          significantly affecting the quality of the human environment.

                    No federal agency has prepared or is preparing an

          environmental impact statement with respect to the subject

          transactions.


                                      SIGNATURES

                    Pursuant to the requirements of the Public Utility

          Holding Company Act of 1935, the undersigned companies have duly

          caused this statement to be signed on their behalf by the

          undersigned thereunto duly authorized.



          February 2, 1995         THE SOUTHERN COMPANY





                                   By:  /s/Tommy Chisholm
                                         Tommy Chisholm, Secretary
                                       


                                   SOUTHERN NUCLEAR OPERATING COMPANY, INC. 
           




                                   BY:  /s/Wayne Boston
                                         Wayne Boston, Assistant Secretary
<PAGE>




                                                               Exhibit F-1

                                   Balch & Bingham
                                 Birmingham, Alabama
                                     205-251-8100


                                   February 2, 1995



          Securities and Exchange Commission
          Washington, D.C.  20549

          RE:     Statement on Form U-1 of
                  The Southern Company and
                  Southern Nuclear Operating Company, Inc.
                                                          

          Ladies and Gentlemen:

          We have read the statement on Form U-1, as amended, referred to
          above relating to the proposed borrowing by Southern Nuclear
          Operating Company, Inc. (Southern Nuclear) of up to an aggregate
          principal amount as stated therein.

          We are of the opinion that Southern Nuclear is validly organized
          and duly existing as a corporation under the laws of the State of
          Delaware and that, upon the issuance of your order in this matter
          permitting such statement on Form U-1 to become effective, and in
          the event that the proposed transactions are consummated in
          accordance with such statement on Form U-1:

                  (a)  all State laws applicable to the proposed
                       transactions will have been complied with;

                  (b)  the notes evidencing such borrowings will be valid
                       and binding obligations of Southern Nuclear in
                       accordance with their terms; and

                  (c)  the consummation of the proposed transactions will
                       not violate the legal rights of the holders of any
                       securities issued by Southern Nuclear or any
                       associate company thereof.

          We hereby give our written consent to the use of this opinion in
          connection with the above-mentioned statement on Form U-1.

          Yours very truly,

          /s/Balch & Bingham
<PAGE>




                                                            Exhibit F-2

                                   Troutman Sanders
                                     Atlanta, Ga
                                     404-885-3000


                                   February 2, 1995



          Securities and Exchange Commission
          Washington, D.C.  20549

          RE:     Statement on Form U-1 of
                  The Southern Company and
                  Southern Nuclear Operating Company, Inc.
                                                          

          Ladies and Gentlemen:

          We are familiar with the statement on Form U-1 referred to above
          relating to the proposal by The Southern Company ("Southern") to
          make loans and open account advances to, or to guarantee
          borrowings by, Southern Nuclear Operating Company, Inc.
          ("Southern Nuclear"), all as described in such statement, and we
          are familiar with the proceedings thereunder.

          We are of the opinion that Southern is validly organized and duly
          existing as a corporation under the laws of the State of Delaware
          and that upon the issuance of your order in this matter
          permitting such statement on Form U-1 to become effective, and in
          the event that the proposed transactions are consummated in
          accordance with such statement on Form U-1 and such order:

                  (a)  all State laws applicable to the proposed
                       transactions by Southern will have been complied
                       with;

                  (b)  any guaranties of Southern Nuclear's indebtedness by
                       Southern will be valid and binding obligations of
                       Southern in accordance with their terms; and

                  (c)  the consummation of the proposed transactions by
                       Southern will not violate the legal rights of the
                       holders of any securities issued by Southern or any
                       associate company thereof.

          We hereby give our written consent to the use of this opinion in
          connection with the above-mentioned statement on Form U-1.

          Yours very truly,

          /s/Troutman Sanders
<PAGE>

<TABLE>
<CAPTION>
                                 PROJECTION OF CAPITAL FUNDS REQUIREMENTS
                                        APRIL 1995 - MARCH 1998
                                              (000'S)


                                               1995                           1996

<S>                    <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>   <C>   <C>
USE OF PROCEEDS:       APR   MAY   JUN   JUL   AUG   SEPT  OCT   NOV   DEC    JAN    FEB   MAR   APR

OFFICE FURNITURE        207    20   235   155    76    62    69    19     9    130    130   130   130
& EQUIPMENT

EMPLOYEE LOANS *      1,835    96    96    96    96    96    96    96    96     96     96    96    96

LEASEHOLD IMP &
OTHER CAPITAL  REQ **   300               300               300                300                300
                      --------------------------------------------------------------------------------
SUBTOTAL              2,342   116   331   551   172   158   465   115   105    526    226   226   526
                      --------------------------------------------------------------------------------

PROJECTED CASH INFLOWS:

DEPREC & AMORT          150   153   152   152   153   153   154   154   153    147    146   140   138

EMPLOYEE LOAN 
REPAYMENTS               58    58    58    59    59    59    60    60    60     61     61    61    62
                      --------------------------------------------------------------------------------
SUBTOTAL                208   211   210   211   212   212   214   214   213    208    207   201   200
                      --------------------------------------------------------------------------------

MONTHLY CAPITAL REQ   2,134   (95)  121   340   (40)  (54)  251   (99) (108)   318     19    25   326
                      ================================================================================



LOAN OUTSTANDING 
AT 4/01/95            5,000
                      ======
CUMULATIVE
CAPITAL REQUIREMENTS  7,134 7,039 7,160 7,500 7,460 7,406 7,657 7,558 7,450  7,768  7,787 7,812 8,138
                      ================================================================================

* PROJECTS THE PURCHASE OF EMPLOYEE LOANS FOR PERSONNEL TRANSFERRING TO SOUTHERN NUCLEAR FROM GPC IN APRIL, 1995. 

** EXAMPLES OF "OTHER CAPITAL REQUIREMENTS" ARE RELOCATION LOANS, CASH ADVANCES, PREPAYMENTS, ETC.

</TABLE>


<TABLE>
<CAPTION>
                             PROJECTION OF CAPITAL FUNDS REQUIREMENTS
                                     APRIL 1995 - MARCH 1998
                                                (000'S)


                        1996                                                1997

<S>                   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>   <C>   <C>
USE OF PROCEEDS:       MAY   JUN   JUL   AUG   SEPT  OCT   NOV   DEC   JAN    FEB    MAR   APR   MAY
OFFICE FURNITURE
& EQUIPMENT             130   130   129   129   129   129   129   129   130    130    130   130   130

EMPLOYEE LOANS *
                         96    96    96    96    96    96    96    96    96     96     96    96    96
LEASEHOLD IMP &
OTHER CAPITAL  REQ **
                                    300               300               213
SUBTOTAL              --------------------------------------------------------------------------------
                        226   226   525   225   225   525   225   225   439    226    226   226   226
                      --------------------------------------------------------------------------------
PROJECTED CASH INFLOWS:

DEPREC & AMORT
                        138   135   132   131   129   128   127   126   121    119    117   117   116
EMPLOYEE LOAN 
REPAYMENTS
                         62    62    63    63    63    64    64    64    65     65     65    66    66
SUBTOTAL              --------------------------------------------------------------------------------
                        200   197   195   194   192   192   191   190   186    184    182   183   182
                      --------------------------------------------------------------------------------
MONTHLY CAPITAL REQ
                         26    29   330    31    33   333    34    35   253     42     44    43    44
                      ================================================================================


LOAN OUTSTANDING 
AT 4/01/95

CUMULATIVE
CAPITAL REQUIREMENTS
                      8,164 8,193 8,523 8,554 8,587 8,920 8,954 8,989 9,242  9,284  9,328 9,371 9,415
                      ================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                               PROJECTION OF CAPITAL FUNDS REQUIREMENTS
                                                              APRIL 1995 - MARCH 1998
                                                                       (000'S)
                       1997                                      1998              CAPITAL REQ

<S>                   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>  <C>  <S><C>
USE OF PROCEEDS:       JUN   JUL   AUG   SEPT  OCT   NOV   DEC   JAN   FEB    MAR  4/95 - 3/98

OFFICE FURNITURE        130   129   129   129   129   129   129   130   130    130  4,350
& EQUIPMENT

EMPLOYEE LOANS *         96    96    96    96    96    96    96    96    96     96  5,195

LEASEHOLD IMP &
OTHER CAPITAL  REQ **                                                               2,313
                      --------------------------------------------------------------------
SUBTOTAL                226   225   225   225   225   225   225   226   226    226 11,858
                      --------------------------------------------------------------------

PROJECTED CASH INFLOWS:

DEPREC & AMORT          113   107   106   104   104   102   100    86    85     84  4,572

EMPLOYEE LOAN 
REPAYMENTS               66    67    67    67    68    68    68    69    69     69  2,286
                      --------------------------------------------------------------------
SUBTOTAL                179   174   173   171   172   170   168   155   154    153  6,858
                      --------------------------------------------------------------------

MONTHLY CAPITAL REQ      47    51    52    54    53    55    57    71    72     73  5,000
                      ====================================================================



LOAN OUTSTANDING 
AT 4/01/95

CUMULATIVE
CAPITAL REQUIREMENTS  9,462 9,513 9,565 9,619 9,672 9,727 9,784 9,855 9,927 10,000 10,000
                      ====================================================================

</TABLE>




                                                                  EXHIBIT H



          The Southern Company, et. al. (70-    )



               The Southern Company ("Southern"), 64 Perimeter Center East,

          Atlanta, Georgia  30346, a registered holding company, and its

          wholly-owned subsidiary company, Southern Nuclear Operating

          Company, Inc. ("Southern Nuclear"), 40 Inverness Center Parkway,

          Birmingham, Alabama  35204, have filed an application-declaration

          under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rule 45

          thereunder.  Southern Nuclear proposes to borrow, from time to

          time through March 31, 1998, from Southern or lenders up to an

          aggregate principal amount of $10 million at any time

          outstanding.  Borrowings from Southern will have maturities not

          to exceed 10 years and will accrue interest at a rate equal to

          the average effective interest cost of Southern's outstanding

          obligations for borrowed money on the first day of each month, or

          if no obligations are outstanding at the time, at a rate equal to

          the weekly average of the thirty-day certificate of deposit rate

          (secondary market) as reported in the Federal Reserve statistical

          release H.15 (519) for the next to the last complete business

          week of the preceding calendar month.  However, this rate will

          not exceed the prime rate in effect at a nationally recognized

          bank to be designated by Southern.  Loans obtained from lenders

          other than Southern will have maturities not to exceed 10 years

          and will accrue interest at a rate not to exceed the prime rate

          plus 2% for variable rate loans and the prime rate at the time of
<PAGE>






          borrowing plus 3% for fixed rate loans.  Such loans may be

          secured or unsecured and may be guaranteed by Southern.

               Southern proposes through March 31, 1998, to make up to $5

          million in open account advances to Southern Nuclear from time to

          time, which, at the option of Southern, may be converted into

          capital contributions or additional shares of common stock of

          Southern Nuclear.  To the extent any such advances are converted

          to equity, the borrowing authority sought herein shall be reduced

          by the amount of the advances so converted, so that the total

          capitalization of Southern Nuclear does not exceed $11.6 million

          (including its present common equity of $1.6 million) without

          further authorization from the Commission.  The rate of return on

          Southern Nuclear's common equity capital will not exceed the

          average of the most recent rates of return allowed by the Alabama

          Public Service Commission and the Georgia Public Service

          Commission.

               Southern Nuclear states that the funds will be used by

          Southern Nuclear in connection with its working capital needs,

          including the purchase of equipment and office furniture,

          leasehold improvements and loans to employees for purposes such

          as residential energy programs, purchases of computers and

          employee transfer expenses.










                                        - 2 -
<PAGE>








                       Southern Nuclear Operating Company, Inc.

                              BALANCE SHEET (unaudited)
                                (Thousands of Dollars)


        ACCOUNT    ASSETS AND OTHER DEBITS               AS OF DECEMBER 31,
                                                                1994
        ____________________________________________________________________

              SERVICE COMPANY PROPERTY
          101 Service company property                           13,554
          107 Construction work in progress                           -
                  Total Property                                 13,554

          108 Less accumulated provision for depreciation
              and amortization for service company
              property                                            8,316
                  Net Service Company Property                    5,238

              INVESTMENTS
          123 Investments in associates companies                     -
          124 Other investments                                   1,891
                  total Investments                               1,891

              CURRENT AND ACCRUED ASSETS
          131 Cash                                                  131
          134 Special deposits                                        -
          135 Working funds                                          42
          136 Temporary cash investments                          3,100
          141 Notes receivable                                        -
          143 Accounts receivable                                    27
          144 Accumulated provision for uncollectible
              accounts                                                -
          146 Accounts receivable from associate
              companies                                          65,976
          152 Fuel stock expenses undistributed                       -
          154 Materials and supplies                                  -
          163 Stores expense undistributed                            -
          165 Prepayments                                           472
          174 Miscellaneous current and accrued
              assets                                                  1
                  Total Current and Accrued Assets               69,749

              DEFERRED DEBITS
          181 Unamortized debt expense                                -
          184 Clearing accounts                                       -
          186 Miscellaneous deferred debits                         199
          188 Research, development, or demonstration
              expenditures       -
          190 Accumulated deferred income taxes                  23,364
                  Total Deferred Debits                          23,563

                  TOTAL ASSETS AND OTHER DEBITS                 100,441
<PAGE>





                       Southern Nuclear Operating Company, Inc.

                              BALANCE SHEET (unaudited)
                                (Thousands of Dollars)


        ACCOUNT   LIABILITIES AND PROPRIETARY CAPITAL     AS OF DECEMBER 31,
                                                                 1994
        ____________________________________________________________________

               PROPRIETARY CAPITAL
          201  Common stock issued                                  10
          211  Miscellaneous paid-in-capital                     1,530
          215  Appropriated retained earnings                        -
          216  Unappropriated retained earnings                      -
                   Total Proprietary Capital                     1,540

               LONG-TERM DEBT  
          223  Advances from associate companies                 5,000
          224  Other long-term debt                                  -
          225  Unamortized premium on long-term debt                 -
          226  Unamortized discount on long-term debt 
               (debit)                                               -
                   Total Long-Term Debt                          5,000

               CURRENT AND ACCRUED LIABILITIES
          231  Notes payable                                         -
          232  Accounts payable                                  6,110
          233  Notes payable to associate companies                  -
          234  Accounts payable to associate companies          17,056
          236  Taxes accrued                                       733
          237  Interest accrued                                     71
          238  Dividends declared                                    -
          241  Tax collections payable                               3
          242  Miscellaneous current and accrued
               liabilities                                      65,693
                   Total Current and Accrued
                  Liabilities                                   89,666

               DEFERRED CREDITS
          253  Other deferred credits                            3,856
          255  Accumulated deferred investment 
               tax credits                                           -
                   Total Deferred Credits                        3,856

          282  ACCUMULATED DEFERRED INCOME TAXES                   380

               TOTAL LIABILITIES AND PROPRIETARY
               CAPITAL                                         100,441
<PAGE>





                       Southern Nuclear Operating Company, Inc.

                           STATEMENT OF INCOME (unaudited)
                                (Thousands of Dollars)


          ACCOUNT             DESCRIPTION               AS OF DECEMBER 31,
                                                               1994
                                                             (Note 2)
          _________________________________________________________________

              INCOME

          457    Services rendered to associate companies       193,290  
          458    Services rendered to nonassociate companies          -  
          421    Miscellaneous income or loss                       292  

                                    TOTAL INCOME                193,582  

              EXPENSE
          920    Salaries and wages                              79,939  
          921    Office supplies and expenses                    11,728  
          922    Administrative expense transferred -
                     credit                                           -  
          923    Outside services employed                       63,762  
          924    Property insurance                                  28  
          925    Injuries and damages                             1,131  
          926    Employee pensions and benefits                  16,050  
          928    Regulatory commission expense                        -  
          930.1  General advertising expenses                         -  
          930.2  Miscellaneous general expenses                   8,838  
          931    Rents                                            1,814  
          932    Maintenance of structures and equipment          1,465  
          403    Depreciation and amortization expense            1,592  
          408    Taxes other than income taxes                    5,728  
          409    Income taxes                                     2,945  
          410    Provision for deferred income taxes              3,440  
          411    Provision for deferred income taxes -
                     credit                                       (6,593)
          411.5  Investment tax credit                                -  
          426.1  Donations                                          183  
          426.5  Other deductions                                 1,300  
          427    Interest on long-term debt                           -  
          430    Interest on debt to associate companies            226  
          431    Other interest expense                               6  

                                    TOTAL EXPENSE               193,582  

                                    NET INCOME OR (LOSS)              -  


          ( ) Denotes red figure
<PAGE>


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