POS AMC

                                                              File No. 70-8229



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Amendment No. 12
                             (Post-Effective No. 10)
                                       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:

     W. L. Westbrook                                  John D. McLanahan, Esq.
Financial Vice President                               Troutman Sanders LLP
  The Southern Company                              600 Peachtree Street, N.E.
270 Peachtree Street, NW                                    Suite 5200
 Atlanta, Georgia  30303                           Atlanta, Georgia  30308-2216








Item 1. Description of Proposed Transactions.
         Amendment No. 11 (Post-Effective No. 9) is hereby amended and restated
in its entirety as follows:
         "Gulf has determined not to deliver the Letter of Credit or cause 
insurance policies to be issued in connection with the proposed issuance and 
sale by Bay County, Florida (the "County") of $12,075,000 aggregate principal 
amount of its Pollution Control Revenue Refunding Bonds, Series 1996 (Gulf Power
Company Project) (the "Revenue Bonds").
         The proceeds of the Revenue Bonds will be applied to the redemption of
$12,075,000 principal amount of Bay County, Florida, 6% Pollution Control
Revenue Bonds (Gulf Power Company Lansing Smith Steam Plant Project) Series A,
due October 1, 2006 (the "Prior Bonds"). Gulf caused the issuance of the Prior
Bonds pursuant to authority granted by the Commission in HCAR No. 35-19652
(August 18, 1976).
         Gulf will issue Collateral Bonds to the Trustee to secure its payment
obligations with respect to the Revenue Bonds, pursuant to a Supplemental
Indenture substantially in the form filed as Exhibit A-2 hereto. The Collateral
Bonds will be issued in a principal amount equal to the principal amount of the
Revenue Bonds and will bear interest at the rate of interest borne by such
series of Revenue Bonds.
         In connection with the issuance of the Revenue Bonds, Gulf proposes to
enter into a Loan Agreement with the County substantially in the form of Exhibit
B-1 hereto (the "Agreement"). Under the Agreement, the County will loan to Gulf
the proceeds from the sale of the Revenue Bonds and Gulf will issue a
non-negotiable promissory note (the "Note") to evidence its obligation to repay
such loan. The Note will provide for payments thereon to be made at times and in
amounts which shall correspond to the payments with respect to the principal of
and premium, if any, and interest on the Revenue bonds whenever and in whatever
manner the same shall become due, whether at stated maturity, upon redemption or
declaration or otherwise.
         The County has, pursuant to competitive bidding, entered into
underwriting arrangements with Morgan Stanley & Co. Incorporated and J. P.
Morgan Securities, Inc., as the underwriters, for the sale of the Revenue Bonds
bearing interest at the rate of 5.25% per annum and maturing on April 1, 2006.
Such arrangements will result in a true interest cost to Gulf of 5.4526% per
annum. Such underwriters will purchase the Revenue Bonds from the County at a
purchase price of 100% of the principal amount thereof (plus accrued interest
from April 1, 1996 to the delivery date) and Gulf will pay the underwriting fee
of $186,679.50 (1.546% of the aggregate principal amount) for such underwriters'
services.
         The record is now complete with respect to the issuance of the Revenue
Bonds. Gulf hereby requests that the Commission issue its order with respect to
such $12,075,000 of Revenue Bonds and reserve jurisdiction over the sale of the
remaining $116,850,000 of Revenue Bonds pending completion of the record. Gulf
also requests that the Commission continue to reserve jurisdiction over
$134,500,000 in principal amount or par value, as the case maybe, of the Bonds
and Preferred Stock pursuant to these proceedings."

Item 2.  Fees, Commissions and Expenses.
                  Item 2 is hereby amended as follows:
                  "The fees and expenses to be paid or incurred by Gulf,
directly or indirectly, in connection with the proposed issuance of the
Collateral Bonds with respect to the Revenue Bonds (as distinguished from and
excluding fees, commissions and expenses incurred or to be incurred in
connection with the sale of the Revenue Bonds by the County and in connection
with the determination of the tax status of the Revenue Bonds) are as follows:

Fee of Counsel for Gulf......................................  $25,000
Fee of accountants, Arthur Andersen LLP......................   25,000
Fee of First Mortgage Bond Trustee...........................   20,000
Services of Southern Company Services, Inc...................   10,000
Miscellaneous, including telephone charges and
 traveling expenses..........................................    5,000
                                                             ---------
                                                               $85,000


Item 3.           Applicable Statutory Provisions.

         Item 3 is hereby amended by adding thereto the following:
         "Rule 54 Analysis. Under Rule 54, in determining whether to approve the
issue or sale of a security by a registered holding company for purposes other
than the acquisition of an "exempt wholesale generator" or "foreign utility
company", or other transactions by such registered holding company or its
subsidiaries other than with respect to "exempt wholesale generators" or
"foreign utility companies", the Commission shall not consider the effect of the
capitalization or earnings of any subsidiary which is an "exempt wholesale
generator" or a "foreign utility company" upon the registered holding company
system if the "safe harbor" conditions of Rule 53 are satisfied.
         Southern currently meets all of the "safe harbor" conditions of Rule
53. Southern's "aggregate investment" in "exempt wholesale generators" and
"foreign utility companies" at March 31, 1996 was approximately $933,800,000,
representing approximately 27.75% of Southern's "consolidated retained
earnings," as defined in Rule 53(a)(1)(ii) ,for the four quarters ended December
31, 1995. Furthermore, Southern has complied and will continue to comply with
the record keeping requirements of Rule 53(a)(2) concerning affiliated "exempt
wholesale generators" and "foreign utility companies." In addition, as required
by Rule 53(a)(3), no more than 2% of the employees of Southern's operating
utility subsidiaries will, at any one time, directly or indirectly, render
services to "exempt wholesale generators" and "foreign utility companies."
Finally, since none of the circumstances described in Rule 53(b) exists, the
provisions of Rule 53(a) are not made inapplicable by Rule 53(b)."


Item 6.  Exhibits and Financial Statements.

         (a)    Exhibits.

         A-2  --  Draft of proposed Supplemental Indenture between Gulf and The
                  Chase Manhattan Bank(National Association), as Trustee, 
                  relating to the Collateral Bonds.  (Previously filed)

         B-1  --  Draft of Loan Agreement between Gulf and the County relating 
                  to the Revenue Bonds.(Previously filed)

         B-2  --  Draft of Trust Indenture between the County and the Trustee 
                  relating to the Revenue Bonds.  (Previously filed)

         D-2  --  Order of the Florida Public Service Commission.







                                    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.

Dated: April 18, 1996             GULF POWER COMPANY

                                  By    /s/Wayne Boston
                                           Wayne Boston
                                        Assistant Secretary

EX-99

                                                                 EXHIBIT D-2


              BEFORE THE FLORIDA PUBLIC SERVICE COMMISSION

In Re:   Application for                    )    DOCKET NO. 960127-EI
authority to receive common                 )    ORDER NO. PSC-96-0414-FOF-EI
equity contributions and to                 )    ISSUED:      March 25, 1996
issue and sell securities during            )
the 12 months ending 3/31/97 by             )
Gulf Power Company                          )
                                            )

         The following Commissioners participated in the disposition of this
matter:

                            SUSAN F. CLARK, Chairman
                                 J. TERRY DEASON
                                   JOE GARCIA
                                JULIA L. JOHNSON
                                DIANE K. KIESLING

                      ORDER AUTHORIZING GULF POWER COMPANY
                          TO ISSUE AND SELL SECURITIES

BY THE COMMISSION:

         On February 5, 1996, Gulf Power Company (Gulf or the Company), pursuant
to Section 366.04, Florida Statutes, and Chapter 25-8, Florida Administrative
Code, filed a petition with this Commission seeking authority to receive common
equity funds and sell long-term debt and equity securities in an aggregate
amount not to total more than $320 million during the twelve months ending March
31, 1997. The company also seeks authorization to issue short-term notes whose
maximum principal amount at any one time will total not more than $150 million.

         The Company advised that the issuance and sale of equity securities and
long-term debt may be through either negotiated underwritten public offering,
public offering at competitive bidding, or private sale. Further, Gulf stated
that the equity funds from Southern Company are common equity contributions;
that the equity securities may take the form of preferred stock or preferred
stock or preference stock, with such par values terms and conditions, and
relative rights and preferences as may be permitted by the Company's Articles of
Incorporation; and that the long-term debt securities may take the form of first
mortgage bonds, debentures, notes, or other long-term obligations, pollution
control bonds, installment contracts or other obligations securing pollution
control bonds, with maturities ranging from one to forty years and issued in
both domestic and international markets.





ORDER NO. PSC-96-0414-FOF-EI
DOCKET NO. 960127-EI
PAGE 2


         According to Gulf, it has established lines of credit with a group of
banks under which borrowing may be made by the issuance of unsecured promissory
notes. The interest rate on the proposed borrowings will be the interest rate
available to the preferred corporate customers of the bank in effect at the time
of issuance and may be subject to change, either up or down, at the time the
preferred customer rate changes. None of the promissory notes are to be resold
by the banks to the public. The Company will reserve the right under the lines
of credit to prepay all or any portion of the loans without penalty and to
reborrow the amount of any notes so prepaid.

         Gulf also proposes to issue short-term notes to be sold in the
commercial paper market. The notes will not be extendable or renewable nor will
they contain any other provision for automatic "roll over," either at the option
of the holder or at the option of the Company. The notes will be sold at a
discount, plus a commission to the commercial paper dealer, with the aggregate
interest cost to the Company equalling or approximately the prime rate in effect
at the time of sale.

         Having reviewed this petition, we find that the issuance of the
above-discussed securities within the limits prescribed, will not impair Gulf's
ability to perform its services as a public utility, are for lawful purpose
within its corporate power, and that the petition shall be granted, subject to
the conditions hereinafter stated.

         Based on the foregoing, it is

         ORDERED by the Florida Public Service Commission that the application
of the Gulf Power Company for authorization to receive equity funds from
Southern Company, to issue and sell up to $320 million in long-term debt and
equity security, and to issue and sell a maximum of $150 million of short-term
debt securities during the twelve months ending March 31, 1997, is hereby
granted. It is further

         ORDERED that Gulf Power Company shall file a Consummation Report with
the Commission in compliance with Rule 25-8.008, Florida Administrative Code,
within 90 days after the end of the fiscal year in which it issues securities
pursuant to the authorization conferred by this Order. It is further

         ORDERED that the foregoing authorization is without prejudice to the
authority of this Commission with respect to rates, service, accounts,
evaluation, estimates of determinations of costs, or any other matter
whatsoever, not pending or which may come before this Commission, as provided in
Section 366.04, Florida Statutes.

ORDER NO. PSC-96-0414-FOF-EI
DOCKET NO. 960127-EI
PAGE 3


         By ORDER of the Florida Public Service Commission, this 25th day of
March, 1996.



                                            Blanca S. Bayo, Director
                                            Division of Records and Reporting

(S E A L )

SLE
                NOTICE OF FURTHER PROCEEDINGS OR JUDICIAL REVIEW

         The Florida Public Service Commission is required by Section 120.59(4),
Florida Statutes, to notify parties of any administrative hearing or judicial
review of Commission orders that is available under Section 120.57 or 120.68,
Florida Statutes, as well as the procedures and time limits that apply. This
notice should not be construed to mean all requests for an administrative
hearing or judicial review will be granted or result in the relief sought.

         Any party adversely affected by the Commission's final action in this
matter may request: 1) reconsideration of the decision by filing a motion for
reconsideration with the Director, Division of Records and Reporting, 2540
Shumard Oak Boulevard, Tallahassee, Florida 32399-0850, within fifteen (15) days
of the issuance of this order in the form prescribed by Rule 25-22.060, Florida
Administrative Code; or 2) judicial review by the Florida Supreme Court in the
case of an electric, gas or telephone utility or the First District Court of
Appeal in the case of a water and/or Division of Records and Reporting and
filing a copy of the notice of appeal and the filing fee with the appropriate
court. This filing must be completed within thirty (30) days after the issuance
of this order, pursuant to Rule 9.110, Florida Rules of Appellate Procedure. The
notice of appeal must be in the form specified in Rule 9.900 (a), Florida Rules
of Appellate Procedure.