SOUTHERN CO
POS AMC, 1995-07-10
ELECTRIC SERVICES
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                                                           File No. 70-8435
                                  SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D. C.   20549
                                           Amendment No. 4
                                   (Post-Effective Amendment No. 3)
                                                  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

          Nos. 2 and 3 (Post-Effective Amendment Nos. 1 and 2), is hereby

          deleted and replaced with the following:

                   "1.2  Proposed Modification to 1994 Order.  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 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) the

          difference, at any point in time, between 50% of Southern's

          "consolidated retained earnings" and Southern's "aggregate

          investment," each as determined in accordance with Rule 53(a)

          (hereinafter, the "Rule 53 Limitation").  The current Rule 53
<PAGE>



                                         - 2 -

          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."  



                                      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:  July 10, 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

                         (Signatures continued on next page)
<PAGE>



                                         - 3 -

                                  MISSISSIPPI POWER COMPANY



                                  By: /s/Wayne Boston
                                            Wayne Boston
                                         Assistant Secretary


                                  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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