File No. 70-7294

                          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
          

                GULF POWER COMPANY              MISSISSIPPI POWER COMPANY
               500 Bayfront Parkway                  2992 West Beach
             Pensacola, Florida 32501          Gulfport, Mississippi 39501

                  (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                     W. Edgar Gilmore
                     Secretary                          Secretary
                Gulf Power Company              Mississippi Power Company
               500 Bayfront Parkway                  2992 West Beach
             Pensacola, Florida 32501          Gulfport, Mississippi 39501

                      (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

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







          Item 1.   Description of Proposed Transactions.


               Item 1 is hereby amended by adding thereto the following:

               "By its order in this proceeding dated December 16, 1986

          (HCAR No. 35-24261), the Commission authorized various

          transactions relating to the financing of the Termination and

          Closure Payments described therein, including the issuance and

          sale by Fuelco, Inc. of $121,325,000 aggregate principal amount of

          its Notes due December 31, 1995.  The aggregate unpaid principal

          amount of the Notes is approximately $35,000,000, giving effect to

          the payment thereon due December 31, 1993.  The Notes bear

          interest at the rate of 8.25% per annum and may be prepaid in

          whole or in part at any time on or after January 1, 1994 at

          101.03% of the principal amount thereof during 1994 and 100.00% of

          such principal amount during 1995, together in each case with

          accrued interest to the prepayment date.



               As previously described in this proceeding, the purpose of

          the Termination and Closure Payments and the financing thereof

          through the issuance of the Notes was to effect new lower cost

          arrangements for the supply of coal to Plant Daniel.  The

          arrangements were made necessary because of significant changes in

          market and transportation conditions relating to the cost and

          availability of coal and have resulted in substantial cost

          savings.  Fuelco, Inc. is a wholly-owned, special purpose

          subsidiary of The Corporation Trinity Company, which in turn is a

          wholly-owned subsidiary of The Corporation Trust Company.


                                          -2-








               Gulf and Mississippi consider that substantial cost savings

          may be realized by refinancing the Notes.  Accordingly, it is now

          proposed that, in order to provide funds for such refinancing,

          Fuelco, Inc. or another similar special purpose corporation may

          issue and sell, on or before December 31, 1994, up to $36,000,000

          aggregate principal amount of new notes (the "Refunding Notes")

          maturing on December 31, 1995.  The proceeds from the sale of the

          Refunding Notes are to be loaned to Mississippi and applied to the

          prepayment of the outstanding Notes.  While the interest rate to

          be borne by the Refunding Notes has not been determined at this

          time, it is anticipated based upon current market conditions and

          rate levels that such rate will not exceed 5-1/2% per annum.  The

          Refunding Notes will not be prepayable prior to maturity.



               It is contemplated that the transactions and associated

          documentation relating to the issuance of the Refunding Notes will

          be substantially the same as previously described in this

          proceeding with respect to the outstanding Notes."



                                      SIGNATURES

               Pursuant to the requirements of the Public Utility Holding

          Company Act of 1935, the undersigned companies have duly caused










                                          -3-






          this amendment to be signed on their behalf by the undersigned

          thereunto duly authorized.


          Dated:  February 9, 1994           GULF POWER COMPANY


                                             By:  /s/  Wayne Boston    
                                                Wayne Boston, Assistant
                                                Secretary



                                             MISSISSIPPI POWER COMPANY


                                             By:  /s/ Wayne Boston     
                                                Wayne Boston, Assistant
                                                Secretary



































                                          -4-