File No. 70-8397

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549

                                   Amendment No. 1
                                          to
                                       FORM U-1

                              APPLICATION OR DECLARATION
                                        under
                    The Public Utility Holding Company Act of 1935

                                  GULF POWER COMPANY
                                 500 Bayfront Parkway
                               Pensacola, Florida 32501

                 (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)

                                    Warren E. Tate
                               Secretary and Treasurer
                                  Gulf Power Company
                                 500 Bayfront Parkway
                               Pensacola, Florida 32501

                     (Names and addresses of agents for service)

           The Commission is requested to mail signed copies of all orders,
          notices and communications  to the above  agents for service  and
          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

                               John D. McLanahan, Esq.
                                   Troutman Sanders
                              600 Peachtree Street, N.E.
                                      Suite 5200
                             Atlanta, Georgia 30308-2216






                                   INFORMATION REQUIRED



          Item 1.  Description of Proposed Transactions.

               Item 1.3 is hereby amended by deleting it in its entirety and

          replacing it with the following:

               1.3  Gulf also may effect short-term borrowings hereunder in

          connection with the financing of certain pollution control facilities

          through the issuance by public entities of their revenue bond

          anticipation notes.  Under an agreement with each such public entity,

          the entity would effectively loan to Gulf the proceeds of the sale of

          such revenue bond anticipation notes, having a maturity of not more

          than one year after date of issue, and Gulf may issue its

          non-negotiable promissory note therefor.  Such note would provide for

          payments thereon to be made at times and in amounts which shall

          correspond to the payments with respect to the principal of, premium,

          if any, and interest, which shall not exceed the prime rate, on such

          revenue bond anticipation notes, whenever and in whatever manner the

          same shall become due, whether at stated maturity, upon redemption or

          declaration or otherwise.

               Gulf requests that the Commission reserve jurisdiction over the

          issuance by Gulf of its non-negotiable promissory notes pursuant to

          this Item 1.3 pending completion of the record with respect thereto.

               Item 1.5 is hereby amended by deleting it in its entirety and

          replacing it with the following:

               1.5  Pursuant to orders of the Commission, Gulf has authority to

          effect short-term borrowings prior to April 1, 1996 as set forth in

          Commission File No. 70-7937 (HCAR No. 35-25507, dated March 31, 1992,

          HCAR No. 35-25932, dated November 30, 1993, and HCAR No. 35-25989,

          dated February 16, 1994).  At March 22, 1994, borrowings in an






                                          - 2 -

          aggregate principal amount of approximately $58,000,000 were

          outstanding pursuant to such authorization.  Gulf proposes that the

          authorization sought in this file would supersede and replace, with

          respect to Gulf, authorizations in File No. 70-7937 effective

          immediately upon the date of the Commission's order herein.


          Item 3.  Applicable Statutory Provisions.

               The first paragraph of Item 3.1 is hereby amended by deleting it

          in its entirety and replacing it with the following:

               3.1  Gulf considers that the issuance and sale of the short-term

          notes and commercial paper notes are currently exempt to the extent

          set forth above from the provisions of Sections 6(a) and 7 of the Act

          under the first sentence of Section 6(b) and that upon the granting

          of this application will be so exempt to the extent of the maximum

          aggregate principal amounts of the bank notes and commercial paper

          notes which it proposes to issue.  With respect to the term-loan

          borrowings and the issuance of notes as described in Item 1.3, Gulf

          considers that the provisions of Sections 6(a) and 7 of the Act are

          applicable to the proposed transactions.


                                        SIGNATURES

                  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.


          Dated  April 6, 1994            GULF POWER COMPANY


                                         By /s/ Wayne Boston 
                                                     Wayne Boston
                                                  Assistant Secretary