U-1/A

                                                              File No. 70-8947







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







Item 6. Exhibits and Financial Statements.

          (a)  Exhibits.

               F    - Opinion of Beggs & Lane, counsel for Gulf.



                                   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  December 10, 1996                               GULF POWER COMPANY


                                                       By /s/Wayne Boston
                                                            Wayne Boston
                                                         Assistant Secretary

EX-99

                                                                     Exhibit F

                                  Beggs & Lane
                          Seventh Floor Blount Building
                              3 West Garden Street
                            Pensacola, Florida 32501
                                  904-432-2451



                                December 10, 1996


Securities and Exchange Commission
Washington, DC  20549

    Re:  Statement on Form U-1 of
         Gulf Power Company
         File No. 70-8947

Ladies and Gentlemen:

    We are familiar with the statement on Form U-1 referred to above and are
furnishing this opinion with respect to the proposed borrowing from time to time
prior to January 1, 2004, by Gulf Power Company ("Gulf") of up to an aggregate
principal amount not to exceed $300,000,000 at any one time outstanding to be
evidenced by notes payable to lenders or commercial paper in the form of
promissory notes.

    We are of the opinion that Gulf is validly organized and duly existing as a
corporation under the laws of the State of Maine and is duly authorized to do
business as a foreign corporation under the laws of the States of Florida,
Georgia and Mississippi and that upon the issuance of your order herein and in
the event that the proposed transactions are consummated in accordance with such
statement on Form U-1 and such order:

     (a)  all State laws  applicable to the proposed  transactions  by Gulf will
          have been complied with;

     (b)  the  notes  evidencing  such  borrowings  will be  valid  and  binding
          obligations of Gulf in accordance with their terms; and

     (c)  the  consummation  of such  proposed  transactions  by Gulf  will  not
          violate the legal  rights of the holders of any  securities  issued by
          Gulf or any associate company thereof.

    We hereby give our written consent to the use of this opinion in connection
with the above-mentioned statement on Form U-1.

                                Very truly yours,

                                 /s/Beggs & Lane