SOUTHERN CO
35-CERT, 1995-08-14
ELECTRIC SERVICES
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                          CERTIFICATE OF NOTIFICATION

                                    filed by

              THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC.

Pursuant to order of the Securities and Exchange Commission dated January 25, 
1995, in the matter of File No. 70-8173.
                           --------------------------
The Southern Development and Investment Group, Inc. (Southern Development)
pursuant to Rule 24, hereby provides the following information as required by
the above-mentioned order:


(a)  Statement of Income
<TABLE>
<CAPTION>

SOUTHERN DEVELOPMENT
INCOME STATEMENT   (unaudited)

                                                                       SIX MONTHS ENDED
                                                                             JUNE 1995
<S>                                                                         <C>   

REVENUE

Revenue                                                                       $7,655,228
Interest Income                                                                   42,167
                                                                           -------------

TOTAL SALES                                                                    7,697,395


EXPENSES
Salaries and Wages                                                             1,614,274
Rent                                                                             102,441
Depreciation/Amortization                                                         74,164
Office Supplies and expenses                                                     500,974
Outside Services Employed                                                      2,607,864
Alabama Power Company                                                            217,409
Georgia Power Company                                                          1,874,171
Gulf Power Company                                                                52,428
Mississippi Power Company                                                         18,059
Southern Company Services                                                      3,012,392
Maintenance                                                                      41,186
Miscellaneous General                                                            161,237
Insurance                                                                            826
Taxes Other than Income                                                            5,593
                                                                         ---------------

TOTAL EXPENSES                                                                10,283,018

NET INCOME (LOSS) BEFORE TAX                                                  (2,585,623)

Benefit for Income Taxes                                                         904,816

NET INCOME (LOSS) AFTER TAXES                                                $(1,680,807)

</TABLE>

<PAGE>


(b)   Balance Sheet
<TABLE>
<CAPTION>

SOUTHERN DEVELOPMENT
BALANCE SHEET   (unaudited)
June 30, 1995
                                                                         JUNE 30,
ASSETS                                                                     1995
<S>                                                                 <C>

Cash and temporary investments                                      $     55,480
Accounts Receivable:
   Associated companies                                                1,783,765
   Customers and others, less allowance
      for doubtful accounts                                            5,435,564
Costs and estimated earnings in excess
   of billings on contracts                                            3,294,497
Prepaids and other                                                        22,352
Materials and supplies                                                    98,141
                                                                 ---------------
         Total current assets                                         10,689,799

Investments-Envirotech                                                 1,966,890

Office furniture, fixtures, equipment, and
         leasehold improvements                                        1,225,448
Less accumulated depreciation and amortization                          (488,188)
         Net property and equipment                                      737,260

Intangible and other assets, net                                         165,420

TOTAL  ASSETS                                                        $13,559,369


LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable:
   Associated companies                                             $  1,197,151
   Other                                                               5,568,106
Billings in excess of costs and estimated
   earnings on contracts                                               1,900,290
Other accrued liabilities                                                926,388
         Total current liabilities                                     9,591,935

Noncurrent deferred income taxes                                         161,111
         Total liabilities                                             9,753,046

Common Stock, par value $1; 500 shares authorized
   and outstanding                                                           500

Additional paid-in capital                                             5,486,630

Retained earnings                                                     (1,680,807)
         Total stockholders' equity                                    3,806,323

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $13,559,369
</TABLE>


(c)   Cash Flow Statement
<TABLE>
<CAPTION>

SOUTHERN DEVELOPMENT
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995

                                                                       SIX MONTHS ENDED
                                                                         JUNE, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                          <C>

Net Loss                                                                     $(1,680,807)
                                                                              -----------
Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation/amortization                                                    74,164
     Changes in operating assets and liabilities:
       Accounts Receivable                                                    (7,199,093)
       Costs and estimated earnings in excess of billings
       on contracts                                                           (3,294,497)
       Deferred income taxes                                                     255,367
       Prepaids and other assets                                                 (90,290)
       Accounts payable and other accrued liabilities                          7,597,755
       Billings in excess of costs and estimated earnings
        on contracts                                                           1,900,290
                                                                             -----------
         Total adjustments                                                      (756,304)
                                                                            ------------ 
         Net cash used in operating activities                                (2,437,111)
                                                                             ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
         Project Investment                                                   (1,966,890)
         Purchase  of property and equipment, net                               (807,417)
                                                                            ------------ 
         Total cash flows from investing activities                           (2,774,307)
                                                                             ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
     Additional capital transfers                                              2,429,202
     Additional capital contributions                                            280,000
                                                                            ------------
     Total cash flows from financing activities                                2,709,202
                                                                             -----------
INCREASE (DECREASE) IN CASH AND TEMPORARY
  INVESTMENTS                                                                 (2,502,216)

CASH AND TEMPORARY INVESTMENTS AT BEGINNING
  OF YEAR                                                                      2,557,696

CASH AND TEMPORARY INVESTMENTS AT END OF PERIOD                        $     55,480
                                                                       ============

</TABLE>


<PAGE>


(a) A narrative of activities undertaken during the previous quarter (second
quarter, 1995) in each of the following areas:

        (i)     Prototype Energy Management System

         Southern Development has continued market research and product
development with respect to evaluation of interactive energy management
technologies and has begun discussions with respect to the acquisition of
communications capacity for the required communications system and has explored
possible pilot projects in suburban Atlanta, and at two locations in Alabama.

        (ii)    Energy Management  and Efficiency Services

         Southern Development has continued product development and has engaged
in market research with respect to required energy management and efficiency
services and projects, but has not engaged in any such project on a commercial
basis.

        (iii)   POWERcall(tm)

         Southern Development has continued to work on the development of a
business plan for the commercialization of POWERcall(tm). In the interim, it is
conducting a pilot project in Birmingham, Alabama which provides power
monitoring to approximately 200 Alabama Power Company customers and a combined
power monitoring and home security monitoring to approximately 525 Alabama Power
employees and retirees.

        (iv)    Research and Development

         Southern Development continued to focus research and development on
services which can be offered to improve customer satisfaction with the core
electric utility business, including the following: prototype energy management,
energy management and efficiency services, power monitoring and home security,
home monitoring automation, and energy storage.

        (v)      Energy and Resource Recovery Facilities

         Southern Development evaluated a variety of such projects and with the
exception of a potential energy storage project which is still under
consideration, Southern Development elected not to participate. In addition,
Southern Development elected not to participate in proposed biomass generation
projects under consideration due to a lack of qualified fuel.

        (vi)     Technical Consulting Services

         Southern Development continued to provide the technical consulting
services formerly provided by Southern Electric International, Inc., including
engineering services, transformer testing and repair, environmental testing, and
procurement inventory management and joint procurement services.

        (vii)    Licensing of Intellectual Property

         Southern Development continued to provide support for the Good Cents
program, including activities related to the Good Cents Environmental Home
Program and the Residential Building Energy Program, including technical support
and training with respect to Good Cents programs. Southern Development also
continued Enerlink product development and activities relating to the licensing
of Enerlink and the servicing of such license contracts.



<PAGE>



(b) A project-by-project table, covering both the previous quarter and the time
period that has elapsed since the date of this order, for each of Southern
Development's business activities comparing--

         (i)    the amount of the Commission's authorization for such business
                activity;

         (ii)   the amount of Southern Development's budget for such business
                activity;

         (iii)  the actual investment expended on such business activity.

<TABLE>
<CAPTION>


                                  COMMISSION'S                1995                2ND QUARTER              INVESTMENT
      BUSINESS LINES             AUTHORIZATION               BUDGET               INVESTMENT #          SINCE INCEPTION#
<S>                              <C>                      <C>                     <C>                     <C>               
                  
Prototype Energy                  $175 million            $7.21 million           $.10 million            $.10 million
Management System

Energy Management and             $40 million             $.50 million            $.01 million            $.01 million
Efficiency Services

POWERcall (tm)                    $20 million             $1.49 million           $.02 million            $.02 million

Research and Development          $20 million             $5.46 million           $.05 million            $.05 million
Activities

Energy and Resource               $10 million                 $0.00                  $0.00                    $0.00
Recovery Facilities

Technical Consulting               $5 million                 $0.00                  $0.00                    $0.00
Services

Licensing of                       $5 million             $.74 million            $.10 million            $.10 million
Intellectual Property



# - Reflects capital contributions to Southern Development by The Southern
Company, and does not include investments made from cash internally generated by
Southern Development.
</TABLE>



<PAGE>




(c) A description of any services received by Southern Development from Southern
Company Services and from each of the Southern Operating Companies. This
description should contain the dollar value of the services by company and the
number and type of personnel used to render the services.
<TABLE>
<CAPTION>


                                    DOLLAR VALUE OF SERVICE   NUMBER OF PERSONNEL       TYPE OF PERSONNEL
        OPERATING COMPANY
<S>                                       <C>                        <C>              <C>                     

Alabama Power Company                       100,962                   N/A*                  Chemists
-Technical Consulting for                                                                  Instructors
Environmental Matters

Georgia Power Company                      1,214,168                   52             Skilled Technicians,
-Technical Consulting and Repair                                                            Engineers
of Equipment

Gulf Power Company                             0                       0                    Marketing
-Market Research   re.
Interactive Energy Management

Mississippi Power Company                    5,076                     18                  Mechanics,
-Repair of Equipment                                                                     Administrative

Southern Company Services, Inc.            1,579,638                 201 **               Engineering,
-Professional & Technical                                                                 Procurement,
Services including:  Finance,                                                        Accounting, Marketing,
Market Research, Information                                                          Information Resource
Resource, Telecommunications,
Accounting, and Engineering
Services

*     N/A - Not available

**   These employees recorded a total of 16,059 hours for the quarter which is the equivalent of 31 full
       time employees.

</TABLE>

<PAGE>




(d) A description of any services rendered by Southern Development to any
associate company within the Southern System. Southern Development will include
a statement as to whether the services were at cost.

        1.  Support of Operating Companies Good Cents Program.
        2.  Technical support and training for Residential Building Energy
Program (RBEP) software package.
        3. Services associated with developing, deploying and maintaining
information based products that facilitate the delivery of competitive pricing
options to large accounts. These software products include customer energy use
analysis systems, enhanced energy use analysis products for account executives
to augment their customer service role, billing system systems for billing large
accounts and rate analysis products for use by rate departments for designing,
developing and administering new rates. The services include design, development
of new software solutions as well as adaptation of existing software programs
related to the above applications.

        All services were at cost, except that intellectual property licensed to
affiliate companies was for no charge except for the cost of making the property
or a copy thereof available, and except for the cost of making required
modifications.


(e)   A description of customer financing provided by or through Southern 
Development, including--

         (i) the amount of such financing by type of energy conservation and
         efficiency equipment; (ii) the accumulative amount of financing
         outstanding by customer classification; (iii) bad debt write-off
         incurred during the quarter; (iv) disclosure of the material terms and
         conditions applying to such financing.


Southern Development has no customer financing.


(f) Amounts and forms of currently effective guarantees of, and similar
provisions and arrangements concerning, performance and undertaking of other
obligations by Southern Development.

       None.


(g) Amounts and forms of currently effective indemnifications of, and sureties
on, bonds or other obligations issued on behalf of Southern Development.

       None.


(h) Amounts and forms of guarantees of, and similar provisions and arrangements
concerning, performance and undertaking of other obligations by Southern
Development.

       None.


(i) Amounts and forms of indemnifications of, and sureties on, bonds or other
obligations issued on behalf of Southern Development.

     None.


                                                  SIGNATURE

          Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this certificate to the signed
on its behalf by the undersigned thereunto duly authorized.


Dated August 14, 1995      THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC.



                           BY /s/  Tommy Chisholm
                                 Tommy Chisholm
                                    Secretary



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