SOUTHERN CO
35-CERT, 1995-05-16
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
SOUTHERN DEVELOPMENT & INVESTMENT GROUP
INCOME STATEMENT
                                                  QUARTER-TO-DATE
                                                       ENDING
                                                     MARCH 1995

REVENUE

Revenue                                              $3,703,965
Interest Income                                          31,563
                                                     ----------
TOTAL SALES                                           3,735,528

EXPENSES

Salaries and Wages                                      771,902
Rent                                                     49,576
Depreciation/Amortization                                34,030
Office Supplies and expenses                            242,610
Outside Services Employed                             1,208,001
Alabama Power Company                                   116,447
Georgia Power Company                                   660,003
Gulf Power Company                                       52,428
Mississippi Power Company                                12,983
Southern Company Services                             1,432,754
Maintenance                                              16,977
Miscellaneous General                                    64,192
Insurance                                                   600
Taxes Other than Income                                   2,938
                                                     ----------
TOTAL EXPENSES                                        4,665,441
                                                     ----------
NET INCOME BEFORE TAX                                  (929,913)

Benefit for Income Taxes                                325,469
                                                     ----------
NET INCOME AFTER TAXES                               $ (604,444)
                                                     ==========
                                       1
<PAGE>


(b)  Balance Sheet

SOUTHERN DEVELOPMENT & INVESTMENT GROUP
BALANCE SHEET  (unaudited)
MARCH 31, 1995




ASSETS                                                   MARCH
                                                         1995
- ------                                                   -----    
CURRENT ASSETS:

Cash and temporary investments                       $ 1,858,497
Accounts Receivable:
   Associated companies                                1,427,719
   Customers and others, less allowance 
     for doubtful accounts                             3,489,525
Costs and estimated earnings in excess
     of billings on contracts                          2,816,796
Prepaids and other                                        39,301
                                                     -----------
          Total current assets                         9,631,838
                                                      

PROPERTY AND EQUIPMENT:

Office furniture, fixtures, equipment, and
     leasehold improvements                            1,389,131
Less accumulated depreciation and amortization          (450,751)
                                                     -----------
          Property and equipment, net                    938,380

OTHER ASSETS:

Noncurrent deferred income taxes                       1,053,851
Intangible and other assets, net                         106,169
                                                     -----------
          Total other assets                           1,160,020

                                                     -----------
TOTAL ASSETS                                         $11,730,238
                                                     ===========

                                       2
<PAGE>



LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:

Accounts payable:
   Associated companies                              $   806,049
   Other                                               2,670,780
Billings in excess of costs and estimated
     earnings on contracts                             1,837,980
Other accrued liabilities                                748,584
                                                     -----------
          Total current liabilities                    6,063,393

OTHER LIABILITIES:

Noncurrent deferred income taxes                       1,032,906
                                                     -----------
          Total other liabilities                      1,032,906


STOCKHOLDER'S EQUITY

Common Stock, par value $1; 500 shares
   authorized and outstanding                                500
Additional paid-in-capital                             5,237,883
Retained Earnings                                       (604,444)
                                                     -----------
                                                       4,633,939

                                                     -----------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY             $11,730,238
                                                     ===========



                                       3

<PAGE>

(c)  Cash Flow Statement


SOUTHERN DEVELOPMENT & INVESTMENT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 1995

                                                                   1ST QUARTER
                                                                          1995
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                             ($604,444)
Adjustments to reconcile net loss to net cash used in                           
  operating activities:
     Depreciation/Amortization                                          34,030
     Changes in operating assets and liabilities:
        Accounts Receivable                                         (4,897,008)
        Costs and estimated earnings in excess of billings
        on contracts                                                (2,816,796)
        Deferred income taxes                                          166,148
        Prepaids and other current assets                              (39,302)
        Accounts payable and other accrued liabilities               4,131,145
        Billings in excess of costs and estimated earnings on
        contracts                                                    1,837,980
                                                                    ----------
          Total adjustments                                         (1,583,803)
                                                                    ----------
          Net cash used in operating activities                     (2,188,247)
                                                                    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment, net                          (971,407)
                                                                    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Additional Capital Transfers                                    2,460,455
     Additional Capital Contributions                                        0
                                                                    ----------
INCREASE (DECREASE) IN CASH AND TEMPORARY                             (699,199)
   INVESTMENTS

CASH AND TEMPORARY INVESTMENTS AT BEGINNING 
   OF YEAR                                                           2,557,696
                                                                    ----------
CASH AND TEMPORARY INVESTMENTS AT END OF QUARTER                    $1,858,497
                                                                    ==========  


                                       4
<PAGE>



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

     (i)     Prototype Energy Management System

              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

              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)

              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 customers and a combined power
monitoring and home security monitoring to approximately 400 Alabama Power
employees and retirees.

     (iv)    Research and Development

              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

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

     (vi)    Technical Consulting Services

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

     (vii)   Licensing of Intellectual Property

              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. Development also continued
Enerlink product development and activities relating to the licensing of
Enerlink and the servicing of such license contracts.
 
                                      5
<PAGE>

     (viii)  Any other activities not identified
               No activity.

(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 Development's
business activities comparing--

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

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

     (iii)   the actual investment expended on such business activity.
<TABLE>
<CAPTION>


                                      COMMISSION'S           1995               1ST QUARTER               SDIG PROJECT
          BUSINESS LINES              AUTHORIZATION         BUDGET              INVESTMENT                    NAME
<S>                                   <C>               <C>                               <C>

Prototype Energy Management System    $175 million      $7.21 million                     $0.00     IEM + Telecommunications
                                                                                                     

Energy Management and Efficiency Serv  $40 million      $.50 million                      $0.00     Energy Services 
                                                                                                     

POWERcall (tm)                         $20 million      $1.49 million                     $0.00     Home Security


Research and Development Activities    $20 million      $5.46 million                     $0.00     New Projects + flywheel


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


Technical Consulting Services          $5 million                $0.00                    $0.00     consulting  franchises


Licensing of Intellectual Property     $5 million        $.74 million                     $0.00     info systems  + enerlink+ 
                                                                                                    good cents
                                      ------------      --------------                    -----
              TOTAL                   $275 million      $15.40 million                    $0.00
                                      ============      ==============                    =====
            
</TABLE>



Note: All of the activities of Development during the first quarter of 1995 were
funded from retained earnings, past capital contributions made in prior years
under previous orders, and internally generated funds derived from activities
such as the licensing of intellectual property and the provision of technical
consulting services. No additional investment by Southern Company to fund the
operations of Development was required during the first quarter of 1995.

                                       6
<PAGE>
(c) A description of any services received by 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         NUMBER OF              TYPE OF
         OPERATING COMPANY             OF SERVICE          PERSONNEL             PERSONNEL
<S>                                      <C>                 <C>             <C>

Alabama Power Company                      $116,447           N/A                Chemists
- -Tech. Consulting for Environmental Matters                                      Instructor

Georgia Power Company                      $660,003           N/A             Skilled Techs,
- -Technical Consulting and Repair of Equipment                                    Engineers

Gulf Power Company                          $52,428                  1           Marketing
- -Mkt. Res. re. Interactive Energy Mngt.

Mississippi Power Company                   $12,983                 14           Mechanics
- -Repair of Equipment

Southern Company Services                $1,432,754                160     Engineering, Procurement
- -Prof. & Tech. Services including:  Finance,                               Accounting, Marketing,
Mkt. Res., Inf. Resource, Telecommunications,                              Information Resource
Accounting and Engineering Services.

</TABLE>


* N/A - not available



**  These employees recorded atotal of 17,563 hours for the quarter
which is the equivalent of 34 fill time employees.

(d) A description of any services rendered by Development to any associate
company within the Southern System. 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.


                                       7

<PAGE>

(e)  A description of customer financing provided by or through 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.

     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 Development.

      None.

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

      None.

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

      None.

(i) Amounts and forms of indemnifications of, and sureties on, bonds or other
obligations issued on behalf of 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 May 15, 1995         THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC.

                           By  Tommy Chisholm
                                         Tommy Chisholm
                                            Secretary

                                       8



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