File No. 70-8443



                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                   Amendment No. 3
                                (Post-Effective No. 1)
                                          to
                                       Form U-1

                              APPLICATION OR DECLARATION

                                        under

                    The Public Utility Holding Company Act of 1935

                                GEORGIA POWER COMPANY
                              333 Piedmont Avenue, N.E.
                                Atlanta, Georgia 30308

                 (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)

                                   Judy M. Anderson
                        Vice President and Corporate Secretary
                                Georgia Power Company
                              333 Piedmont Avenue, N.E.
                                Atlanta, Georgia 30308

                     (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 F. Young
          Financial Vice President                 Vice President
            The Southern Company          Southern Company Services, Inc.
          64 Perimeter Center East          One Wall Street, 42nd Floor
           Atlanta, Georgia 30346             New York, New York 10005

               Warren Y. Jobe                 John D. McLanahan, Esq.
        Executive Vice President and              Troutman Sanders
          Chief Financial Officer            600 Peachtree Street, N.E.
           Georgia Power Company                     Suite 5200
         333 Piedmont Avenue, N.E.          Atlanta, Georgia 30308-2216
          Atlanta, Georgia 30308







                                 INFORMATION REQUIRED



          Item 1.   Description of Proposed Transactions.

                    Item 1 is hereby amended by adding thereto the

          following:

                    "The effective cost to the Company of any series of the

          Revenue Bonds will not exceed the yield on U.S. Treasury

          securities having a maturity comparable to that of such series of

          Revenue Bonds.  Such effective cost will reflect the applicable

          interest rate or rates and any underwriters' discount or

          commission.

                    The premium (if any) payable upon the redemption of any

          Revenue Bonds at the option of Georgia will not exceed the

          greater of (i) 5% of the principal amount of the Revenue Bonds so

          to be redeemed, or (ii) a percentage of such principal amount

          equal to the rate of interest per annum borne by such Revenue

          Bonds.

                    The purchase price payable by or on behalf of Georgia

          in respect of Revenue Bonds tendered for purchase at the option

          of the holders thereof will not exceed 100% of the principal

          amount thereof, plus accrued interest to the purchase date.

                    Any Letter of Credit issued as security for the payment

          of Revenue Bonds will be issued pursuant to a Reimbursement

          Agreement between Georgia and the financial institution issuing

          such Letter of Credit.  Pursuant to the Reimbursement Agreement,

          Georgia will agree to pay or cause to be paid to the financial

          institution, on each date that any amount is drawn under such







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          institution's Letter of Credit, an amount equal to the amount of

          such drawing, whether by cash or by means of a borrowing from

          such institution pursuant to the Reimbursement Agreement.  Any

          such borrowing may have a term of up to 10 years and will bear

          interest at the lending institution's prevailing rate offered to

          corporate borrowers of similar quality which will not exceed the

          prime rate or (i) the London Interbank Offered Rate plus up to

          3/8 of 1%, (ii) the lending institution's certificate of deposit

          rate plus up to 1/2 of 1%, or (iii) a rate not to exceed the

          prime rate, to be established by agreement with the lending

          institution prior to the borrowing."



                                      SIGNATURE

                    Pursuant to the requirements of the Public Utility

          Holding Company Act of 1935, the undersigned company has duly

          caused this amendment to be signed on its behalf by the

          undersigned thereunto duly authorized.


                                              GEORGIA POWER COMPANY



          Dated:  September 15, 1994          By:  /s/Wayne Boston
                                                      Wayne Boston
                                                   Assistant Secretary