SOUTHERN CO
35-CERT, 1997-06-13
ELECTRIC SERVICES
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                           CERTIFICATE OF NOTIFICATION

                                    filed by

                              THE SOUTHERN COMPANY
                              ALABAMA POWER COMPANY
                              GEORGIA POWER COMPANY
                    SOUTHERN NUCLEAR OPERATING COMPANY, INC.

Pursuant to orders of the Securities and Exchange Commission dated December 14,
1990 and December 13, 1991, in the matter of File No. 70-7530.

                                               - - - - - - - - - - -

The Southern Company (Southern), Alabama Power Company (Alabama), Georgia Power
Company (Georgia) and Southern Nuclear Operating Company, Inc. (Southern
Nuclear) HEREBY CERTIFY to said Commission, pursuant to Rule 24, that the
operating licenses of the Edwin I. Hatch Nuclear Plant (Plant Hatch) and the
Vogtle Electric Generating Plant (Plant Vogtle) of Georgia have been amended to
add Southern Nuclear as operator of such plants in accordance with the terms and
conditions of and for the purposes represented by the statement on Form U-1, as
amended, and of said orders with respect thereto.

Filed herewith are the following exhibits:

   Exhibit A  - Letter of NRC evidencing amendment of Operating Licenses of
                Plant Hatch.

   Exhibit B  - Letter of NRC evidencing amendment of Operating Licenses of 
                Plant Vogtle.

   Exhibit C  - Letter of Georgia advising the NRC of the official transfer of
                operating responsibilities for Plant Hatch to Southern Nuclear.

   Exhibit D  - Letter of Georgia advising the NRC of the official transfer of
                operating responsibilities for Plant Vogtle to Southern Nuclear.

   Exhibit E  - Opinion of Balch & Bingham LLP, counsel for Southern Nuclear.


<PAGE>


Dated  June 13, 1997             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



                                 SOUTHERN NUCLEAR OPERATING COMPANY, INC.



                                 By  /s/Wayne Boston
                                        Wayne Boston
                                     Assistant Secretary



                                                                      EXHIBIT A
                                  UNITED STATES
                          NUCLEAR REGULATORY COMMISSION
                           WASHINGTON, D.C. 20555-0001


                                 March 17, 1997


Mr. Jack D. Woodard
Senior Vice President -
       Nuclear Operations
Georgia Power Company
P. O. Box 1295
Birmingham, Alabama  35201

SUBJECT: ISSUANCE OF AMENDMENTS - EDWIN I. HATCH NUCLEAR PLANT, UNITS 1 AND 2
         (TAC NOS. M84534 AND M84535)

Dear Mr. Woodard:

The Nuclear Regulatory Commission has issued the enclosed Amendment No. 203 to
Facility Operating License No. DPR-57 and Amendment No. 144 to Facility
Operating License NPF-5 for the Edwin I. Hatch Nuclear Plant, Units 1 and 2. The
amendments consist of changes to the Facility Operating Licenses, Technical
Specifications, and the Environmental Protection Plan in response to your
application dated September 18, 1992, as supplemented October 6, 8, 15, 23, and
November 13 and 20, 1992, March 5, May 24, June 10, and December 20, 1993, April
6 and July 28, 1995, and September 11, October 1, December 13, 19, and 23, 1996.

The amendments modify the Facility Operating Licenses, Technical Specifications,
and Environmental Protection Plan to add Southern Nuclear Operating Company,
Inc., as operator of the facility, with exclusive responsibility and control
over its physical construction, operation, and maintenance.

The transfer of any right under the operating licenses is subject to NRC
approval in accordance with 10 CFR 50.80(a). This approval is given in the
enclosed Order Approving Transfer of Licenses, which must be implemented within
60 days of its date of issuance, otherwise it shall become null and void.
However, upon written application and for good cause shown this date may be
extended. The Order is being forwarded to the Office of the Federal Register for
publication.


<PAGE>


J. D. Woodard                               - 2 -




A copy of the related Safety Evaluation is also enclosed. A Notice of Issuance
will be included in the Commission's biweekly Federal Register notice.


                            Sincerely,

                            /s/Kahtan N. Jabbour

                            Kahtan N. Jabbour, Senior Project Manager
                            Project Directorate II-2
                            Division of Reactor Projects - I/II
                            Office of Nuclear Reactor Regulation

Docket Nos. 50-321 and 50-366

Enclosures:       1.       Amendment No. 203 to DPR-57
                  2.       Amendment No. 144 to NPF-5
                  3.       Safety Evaluation
                  4.       Order

cc w/encls:  See next page



                                                                      EXHIBIT B
                                  UNITED STATES
                          NUCLEAR REGULATORY COMMISSION
                           WASHINGTON, D.C. 20555-0001


                                 March 17, 1997


Mr. C. K. McCoy
Vice President - Nuclear
Vogtle Project
Georgia Power Company
P. O. Box 1295
Birmingham, Alabama  35201

Dear Mr. McCoy:

SUBJECT: ISSUANCE OF AMENDMENTS - VOGTLE ELECTRIC GENERATING PLANT, UNITS 1 AND
         2 (TAC NOS. M84531 AND M84532)

The Nuclear Regulatory Commission has issued the enclosed Amendment No. 97 to
Facility Operating License No. NPF-68 and Amendment No. 75 to Facility Operating
License NPF-81 for the Vogtle Electric Generating Plant (VEGP), Units 1 and 2.
The amendments consist of changes to the Facility Operating Licenses, Technical
Specifications, the Environmental Protection Plans, and Antitrust Conditions in
response to your application dated September 18, 1992, as supplemented by
letters dated October 7 (two letters), 15, 23, and November 13, 1992, March 5,
May 21, June 14, and December 17, 1993, April 6 and July 27, 1995, and September
11, October 1, December 12, 19, 23 and 30, 1996.

The amendments modify the Facility Operating Licenses, Technical Specifications,
Environmental Protection Plans, and Antitrust Conditions to add Southern Nuclear
Operating Company, Inc. (Southern Nuclear), as operator of the facility, with
exclusive responsibility and control over its physical construction, operation,
and maintenance.

The staff review of your application to transfer the VEGP operating licenses to
Southern Nuclear included consideration of numerous issues raised in a petition
received by the NRC under the provisions of 10 CFR 2.206. In addition, a
substantial record was developed during a proceeding conducted by the Atomic
Safety and Licensing Board that was initiated by a request for a hearing filed
with the NRC. The NRC Office of Investigations investigated certain issues that


<PAGE>


Mr. C. K. McCoy                             - 2 -



were the subject of allegations received by the NRC, and the staff performed
inspections. As a result of its review of the records of these activities and
the application, the staff finds sufficient basis to grant the proposed license
transfers.

The transfer of any right under the operating licenses is subject to NRC
approval in accordance with 10 CFR 50.80(a). This approval is given in the
enclosed Order Approving Transfer of Licenses, which must be implemented within
60 days of its date of issuance, otherwise it shall become null and void.
However, upon written application and for good cause shown, this date may be
extended. The Order is being forwarded to the Office of the Federal Register for
publication.

A copy of the related Safety Evaluation is also enclosed. A Notice of Issuance
will be included in the Commission's biweekly Federal Register notice.


                            Sincerely,

                            /s/Louis L. Wheeler

                            Louis L. Wheeler, Senior Project Manager
                            Project Directorate II-2
                            Division of Reactor Projects - I/II
                            Office of Nuclear Reactor Regulation

Enclosures:
1.       Amendment No. 97 to NPF-68
2.       Amendment No. 75 to NPF-81
3.       Safety Evaluation
4.       Order

cc w/enclosures:
See next page



                                                                      EXHIBIT C
Georgia Power Company
40 Inverness Center Parkway
Post Office Box 1295
Birmingham, Alabama  35201

Nuclear Operations Department


                                 March 18, 1997


Docket Nos. 50-321                                                    HL-5342
            50-366


U. S. Nuclear Regulatory Commission
ATTN:  Document Control Desk
Washington, DC 20555


                          EDWIN I. HATCH NUCLEAR PLANT
                    SOUTHERN NUCLEAR OPERATING COMPANY, INC.
                             LICENSED OPERATOR DATE
                         NRC TAC Nos. M84534 and M84535


Gentlemen:

On March 17, 1997, the NRC approved and issued an amendment for Southern Nuclear
Operating  Company,  Inc.  (Southern Nuclear) to become the licensed operator of
the Edwin I. Hatch Nuclear Plant. This approval was granted with the stipulation
that the license  conditions be implemented within 60 days and upon the official
transfer of responsibilities between Georgia Power Company and Southern Nuclear.
This letter is to advise the NRC that  effective  March 22, 1997,  Georgia Power
Company will officially transfer the  responsibilities for operation of Edwin I.
Hatch Nuclear Plant to Southern  Nuclear.  As of that date, it is requested that
the NRC address their  correspondence  to Southern  Nuclear  rather than Georgia
Power Company as  correspondence  to the NRC will be  transmitted  from Southern
Nuclear.  Mr. H. L.  Sumner,  Jr.  should  continue to be the  addressee  at the
following address on all such correspondence from the NRC:

                             Regular Mail (e.g. normal delivery)
                             Mr. H. L. Sumner, Jr.
                             Vice President
                             Southern Nuclear Operating Company, Inc.
                             Post Office Box 1295
                             Birmingham, Alabama  35201-1295


<PAGE>


Georgia Power


U. S. Nuclear Regulatory Commission                                   Page Two


                              Street Address  (e.g. Express Mail)
                              Mr. H. L. Sumner, Jr.
                              Vice President
                              Southern Nuclear Operating Company, Inc.
                              40 Inverness Center Parkway
                              Birmingham, Alabama  35242


A revised NRC distribution list for Southern Nuclear is attached.


                                         Sincerely,

                                         /s/H. L. Sumner, Jr.

                                         H. L. Sumner, Jr.
                                         Vice President- Nuclear
                                         Hatch Project

HLS/JMG

Attachment

cc:   Georgia Power Company
      Mr. H. A. Franklin
      Mr. W. G. Hairston, III
      Mr. J. D. Woodard
      Mr. P. H. Wells

      U. S. Nuclear Regulatory Commission, Washington, D.C.
      Mr. K. N. Jabbour, Licensing Project Manager

      U. S. Nuclear Regulatory Commission, Region II
      Mr. L. A. Reyes, Regional Administrator
      Mr. B. L. Holbrook, Senior Resident Inspector



HL-5342


<PAGE>


                                   ATTACHMENT

            SOUTHERN NUCLEAR ADDRESSES FOR THE NRC DISTRIBUTION LIST

Mr. W. G. Hairston, III
President and Chief Executive Officer
Southern Nuclear Operating Company, Inc.
P. O. Box 1295
Birmingham, Alabama  35201-1295

Mr. J. D. Woodard
Executive Vice President
Southern Nuclear Operating Company, Inc.
P. O. Box 1295
Birmingham, Alabama  35201-1295

Mr. P. W. Wells
General Manager, Edwin I. Hatch Nuclear Plant
Southern Nuclear Operating Company, Inc.
11030 Hatch Parkway North
Baxley, Georgia  31513

Mr. D. M. Crowe
Manager, Licensing
Southern Nuclear Operating Company, Inc.
P. O. Box 1295
Birmingham, Alabama  35201-1295
















HL-5342



                                                                     EXHIBIT D
Georgia Power Company
40 Inverness Center Parkway
Post Office Box 1295
Birmingham, Alabama  35201

Nuclear Operations Department

                                 March 18, 1997

Docket Nos. 50-424                                               LCV-0606G
            50-425

TAC Nos.    M84531
            M84532


U. S. Nuclear Regulatory Commission
ATTN:  Document Control Desk
Washington, DC 20555


                        VOGTLE ELECTRIC GENERATING PLANT
                    SOUTHERN NUCLEAR OPERATING COMPANY, INC.
                             LICENSED OPERATOR DATE


Gentlemen:

On March 17, 1997, the NRC approved and issued an amendment for Southern Nuclear
Operating Company, Inc. (Southern Nuclear) to become the licensed operator of
the Vogtle Electric Generating Plant. This approval was granted with the
stipulation that the license conditions be implemented within 60 days and upon
the official transfer of responsibilities between Georgia Power Company and
Southern Nuclear. This letter is to advise the NRC that effective March 22,
1997, Georgia Power Company will officially transfer the responsibilities for
operation of Vogtle Electric Generating Plant to Southern Nuclear. As of that
date, it is requested that the NRC address their correspondence to Southern
Nuclear rather than Georgia Power Company as correspondence to the NRC will be
transmitted from Southern Nuclear. Mr. C. K. McCoy should continue to be the
addressee at the following address on all such correspondence from the NRC:

                             Regular Mail (e.g. normal delivery)
                             Mr. C. K. McCoy
                             Vice President
                             Southern Nuclear Operating Company, Inc.
                             Post Office Box 1295
                             Birmingham, Alabama  35201-1295


<PAGE>


Georgia Power Company


U. S. Nuclear Regulatory Commission                                   Page Two


                              Street Address  (e.g. Express Mail)
                              Mr. C. K. McCoy
                              Vice President
                              Southern Nuclear Operating Company, Inc.
                              40 Inverness Center Parkway
                              Birmingham, Alabama  35242


A revised NRC distribution list for Southern Nuclear is attached.


                                                              Sincerely,

                                                              /s/C.K. McCoy

                                                              C. K. McCoy

CKM/JMG

Attachment

cc:  Georgia Power Company
     Mr. H. A. Franklin
     Mr. W. G. Hairston, III
     Mr. J. D. Woodard
     Mr. J. B. Beasley
     Mr. M. Sheibani
     NORMS

     U. S. Nuclear Regulatory Commission
     Mr. L. A. Reyes, Regional Administrator
     Mr. L. L. Wheeler, Licensing Project Manager, NRR
     Mr. C. R. Ogle, Senior Resident Inspector, Vogtle


LCV-0606G


<PAGE>


                                   ATTACHMENT

            SOUTHERN NUCLEAR ADDRESSES FOR THE NRC DISTRIBUTION LIST

Mr. W. G. Hairston, III
President and Chief Executive Officer
Southern Nuclear Operating Company, Inc.
P. O. Box 1295
Birmingham, Alabama  35201-1295

Mr. J. D. Woodard
Executive Vice President
Southern Nuclear Operating Company, Inc.
P. O. Box 1295
Birmingham, Alabama  35201-1295

Mr. J. B. Beasley
General Manager, Vogtle Electric Generating Plant
Southern Nuclear Operating Company, Inc.
P. O. Box 1600
Waynesboro, Georgia  30830

Mr. J. A Bailey
Manager, Licensing
Southern Nuclear Operating Company, Inc.
P. O. Box 1295
Birmingham, Alabama  35201-1295




                                                                     Exhibit E


                               Balch & Bingham LLP
                             1901 Sixth Avenue North
                            Birmingham, Alabama 35203
                                 (205) 251-8100



June 13, 1997

Securities and Exchange Commission
Washington, DC  20549

RE:      Statement on Form U-1 of
         The Southern Company
         Georgia Power Company
         Alabama Power Company
         Southern Nuclear Operating Company, Inc.
         (File No. 70-7530)

Ladies and Gentlemen:

         We are familiar with the statement on Form U-1, as amended, referred to
above relating to the organization by The Southern Company of Southern Nuclear
Operating Company, Inc. (SNC) to provide certain nuclear operations, technical
services and administrative services to Alabama Power Company and Georgia Power
Company all as described in such statement, and we are familiar with the
proceedings thereunder.

         We are of the opinion that:

          (a)  SNC is validly organized and duly existing as a corporation under
               the laws of the State of Delaware;

          (b)  all State laws applicable to the  transactions  described in such
               Form U-1 have been complied with;

          (c)  the  consummation  of  such  transactions  were  carried  out  in
               accordance  with the  above-mentioned  statement  on Form U-1, as
               amended,  and did not violate the legal  rights of the holders of
               any securities issued by SNC or any associate company thereof.


<PAGE>


Securities and Exchange Commission
June 13, 1997
Page 2





         We hereby give our written consent to the use of this opinion in
connection with the above-mentioned statement on Form U-1 and to the filing
hereof with the Commission at the time of filing of the certificate pursuant to
Rule 24.


                                        Very Truly Yours

                                        /s/Balch & Bingham LLP




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