SOUTHERN CO
35-CERT, 1997-02-14
ELECTRIC SERVICES
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                           CERTIFICATE OF NOTIFICATION


                                    Filed by

                       SOUTHERN ELECTRIC RAILROAD COMPANY

Pursuant to Order of the Securities and Exchange Commission dated January 13,
1993 (HCAR No. 35-25734) in the matter of File No. 70-7911.

The following information is provided in response to the requirements of the
above stated order.

(1)      Balance Sheet and Income Statement at December 31, 1996.  Reference 
         is made to Exhibit A filed herewith.

(2)      Reasonable detail concerning the activities undertaken by Railroad
         Subsidiary during the applicable six-month period, including
         commencement of construction of any Rail Line and information
         concerning such Rail Line, such as its location and the Operating
         Company and generating facility to be served thereby.

         Southern Electric Railroad Company's Miller Railroad Project

         Phase I construction of the rail line was completed in October, 1994
         and the rail line is in service. The asset conveyance to Alabama Power
         Company (ALABAMA) has been completed. ALABAMA granted an easement to
         Southern Electric Railroad Company in conjunction with this transfer.

         Southern Electric Railroad Company's McIntosh Railroad Project for
         Savannah Electric and Power Company

         Construction commenced in March 1996 and the project is expected to be
         completed during the first quarter of 1997.

         Southern Electric Railroad Company's Turnout Project for Southern 
         Electric Generating Company

         The project was completed in November, 1995 and the line is in service.
         The asset conveyance to Southern Electric Generating Company (SEGCO)
         has been completed. SEGCO granted an easement to Southern Electric
         Railroad Company in conjunction with this transfer.



<PAGE>



                                       -2-




         Southern Electric Generating Company (SEGCO)

         SEGCO transferred operation and maintenance responsibility for its
         Gaston line (known as SEGCO Railroad) to the Southern Electric Railroad
         Company (SERCO) effective August 9, 1995. SEGCO granted an easement to
         SERCO in conjunction with this transfer.

(3)      Reference is made to Certificates of Notification previously filed with
         the Commission dated February 5, 1993 relating to Alabama Power
         Company; May 18, 1993 relating to Savannah Electric and Power Company;
         and November 28, 1994 relating to Southern Electric Generating Company.

(4)      No information to report at this time.


Dated             February 14, 1997

                        SOUTHERN ELECTRIC RAILROAD COMPANY


                        By    /s/  Wayne Boston
                                 Wayne Boston
`                              Assistant Secretary


<PAGE>


                                                                    Exhibit A



                     THE SOUTHERN ELECTRIC RAILROAD COMPANY

                              FINANCIAL STATEMENTS

                                  DECEMBER 1996

                  Contents                                Page No.

Income Statement                                                1

Balance Sheet                                                   2

Balance Sheet Details                                           3

Notes to the Financial Statements                               4


<PAGE>



                       SOUTHERN ELECTRIC RAILROAD COMPANY
                                INCOME STATEMENT
                                DECEMBER 31, 1996




REVENUE

         SERVICES RENDERED                                    $174,906.26

         TOTAL REVENUE                                         174,906.26


EXPENSES

         AMORTIZATION EXPENSE-ORGANIZATION COSTS                   862.01
         TAXES OTHER THAN INCOME TAX                               784.22
         LEGAL EXPENSES                                          6,203.67
         SCS FEES AND EXPENSES                                  80,554.65
         OUTSIDE SERVICES                                       84,024.72
         CORPORATE FEES AND EXPENSES                             2,449.49
         MISCELLANEOUS EXPENSES                                     27.50
                                                           --------------


         TOTAL EXPENSES                                        174,906.26

NET INCOME (LOSS)                                          $         0.00
                                                           ==============







<PAGE>


                       SOUTHERN ELECTRIC RAILROAD COMPANY
                                  BALANCE SHEET
                                DECEMBER 31, 1996


                             ASSETS AND OTHER DEBITS

                                CURRENTS ASSETS:
         CASH                                                  $  80,006.43
         ACCOUNTS RECEIVABLE-ASSOC.COMPANIES                     324,739.60
                                                               ------------

         TOTAL CURRENT ASSETS                                    404,746.03

DEFERRED DEBITS
         DEFERRED DEBITS-UNBILLED RETENTION                      150,993.85

TOTAL ASSETS AND OTHER DEBITS                                   $555,739.88


                       LIABILITIES AND STOCKHOLDER EQUITY

STOCKHOLDER EQUITY:
         CAPITAL STOCK - 5,000 SHARES at $1                     $  5,000.00
         RETAINED EARNINGS                                             0.00
                                                             --------------

         TOTAL STOCKHOLDER EQUITY                                  5,000.00

CURRENT LIABILITIES:
         ACCOUNT PAYABLE - NON-ASSOC. COMPANIES                  292,726.59
         ACCOUNTS PAYABLE - ASSOC. COS.                          107,019.44

         TOTAL CURRENT LIABILITIES                               399,746.03

DEFERRED CREDITS:
         DEFERRED CREDITS-CONSTRUCTION RETENTION                 150,993.85

TOTAL LIABILITIES AND STOCKHOLDER EQUITY                        $555,739.88


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE BALANCE SHEETS.


<PAGE>


                       SOUTHERN ELECTRIC RAILROAD COMPANY
                              BALANCE SHEET DETAILS
                                DECEMBER 31, 1996



                          CONSTRUCTION-WORK-IN-PROGRESS

CONSTRUCTION-WORK-IN-PROGRESS (CWIP):
         ALABAMA POWER COMPANY                                    $4,766,938.47
         ALABAMA POWER COMPANY - EASEMENT                            381,755.09
         SAVANNAH ELECTRIC AND POWER COMPANY                       3,399,133.80
         SOUTHERN ELECTRIC GENERATING COMPANY                      1,072,063.24
                                                                  -------------
                  TOTAL CWIP                                       9,619,890.60

LESS: CWIP BILLED
         ALABAMA POWER COMPANY                                    $5,230,754.64
         SAVANNAH ELECTRIC AND POWER CO.                           3,317,072.72
         SOUTHERN ELECTRIC GENERATING COMPANY                      1,072,063.24
                                                                  -------------
                  TOTAL CWIP BILLED                                9,619,890.60

         NET CONSTRUCTION-WORK-IN-PROGRESS                      $         0 .00
                                                                ================


                                 CURRENT ASSETS

CASH - NATIONSBANK                                                   $80,006.43
                                                                     ==========


                               ACCOUNTS RECEIVABLE

ALABAMA POWER COMPANY                                            $     2,052.18
SAVANNAH ELECTRIC AND POWER COMPANY                                  309,701.27
SOUTHERN ELECTRIC GENERATING COMPANY                                  12,986.15
                                                                  -------------

         TOTAL ACCOUNTS RECEIVABLE                                  $324,739.60

                                 DEFERRED DEBITS

UNBILLED CONSTRUCTION RETENTION                                     $150,993.85

         TOTAL DEFERRED DEBITS                                      $150,993.85



<PAGE>



                               CURRENT LIABILITIES

SOUTHERN COMPANY SERVICES, INC.                                     $102,941.44
ALABAMA POWER COMPANY                                                  1,386.20
GEORGIA POWER COMPANY                                                  1,921.80
GULF POWER COMPANY                                                       278.80
MISSISSIPPI POWER COMPANY                                                247.42
SAVANNAH ELECTRIC & POWER COMPANY                                        135.71
SOUTHERN ELECTRIC GENERATING COMPANY                                     108.07
                                                                ---------------
         TOTAL ASSOCIATED COMPANIES                                  107,019.44

NON-ASSOCIATED COMPANIES                                             292,726.59

         TOTAL CURRENT LIABILITIES                                  $399,746.03

                                DEFERRED CREDITS

CONSTRUCTION RETENTION                                              $150,993.85


<PAGE>



                       SOUTHERN ELECTRIC RAILROAD COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

1.       General Description

         Southern Electric Railroad Company (SERC) is a wholly owned subsidiary
         of The Southern Company (Southern). Southern is registered as a holding
         company under the Public Utility Holding Company Act of 1935 (PUHCA).
         Other companies owned by Southern include five operating companies, a
         system service company, Southern Energy, Inc. (formerly Southern
         Electric International, Inc.), The Southern Development and Investment
         Group, Inc., Southern Nuclear Operating Company, Southern Electric
         Bahamas Holdings Ltd., Southern Electric International Holdings, Inc.
         and Southern Electric Wholesale Generators.

         SERC is currently designing and constructing railroad facilities to be
         owned by various operating company subsidiaries of Southern. During the
         construction period, construction work in progress is reflected on the
         books of the operating company. However, SERC continues to hold title.
         After construction is completed, SERC will transfer title to the
         appropriate operating company but hold an easement granting sole
         authority to operate and maintain the facilities. All services are
         provided at cost.


2.       SERC has authorized capital stock of 100,000 shares of one dollar 
         ($1.00) par value common stock.  Southern owns all 5,000 shares
         currently outstanding.




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