U-1/A

                                                              File No. 70-8949



                       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 LLP
   The Southern Company                          600 Peachtree Street, N.E.
270 Peachtree Street, N.W.                               Suite 5200
  Atlanta, Georgia 30303                         Atlanta, Georgia 30308-2216







3


                              INFORMATION REQUIRED

Item 3.        Applicable Statutory Provisions.
               Item 3 is hereby amended by adding thereto the following:
               "Rule 54 Analysis: The proposed transaction is also subject to
Rule 54, which provides that, in determining whether to approve an application
which does not relate to any "exempt wholesale generator" ("EWG") or "foreign
utility company" ("FUCO"), the Commission shall not consider the effect of the
capitalization or earnings of any such EWG or FUCO which is a subsidiary of a
registered holding company if the requirements of Rule 53(a), (b) and (c) are
satisfied.
               The Southern Company ("Southern") currently meets all of the
conditions of Rule 53(a), except for clause (1). At March 31, 1997, Southern's
"aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs is
approximately $2.481 billion, or about 67.6% of Southern's "consolidated
retained earnings," also as defined in Rule 53(a)(1), for the four quarters
ended December 31, 1996 ($3,671 million). With respect to Rule 53(a)(1),
however, the Commission has determined that Southern's financing of investments
in EWGs and FUCOs in an amount greater than the amount that would otherwise be
allowed by Rule 53(a)(1) would not have either of the adverse effects set forth
in Rule 53(c). See The Southern Company, Holding Company Act Release Nos. 26501
and 26646, dated April 1, 1996 and January 15, 1997, respectively.
               In addition, Southern has complied and will continue to comply
with the record-keeping requirements of Rule 53(a)(2), the limitation under Rule
53(a)(3) on the use of Operating Company personnel to render services to EWGs
and FUCOs, and the requirements of Rule 53(a)(4) concerning the submission of
copies of certain filings under the Act to retail rate regulatory commissions.
Further, none of the circumstances described in Rule 53(b) has occurred.
               Moreover, even if the effect of the capitalization and earnings
of EWGs and FUCOs in which Southern has an ownership interest upon the Southern
holding company system were considered, there is no basis for the Commission to
withhold or deny approval for the proposal made in this Application-Declaration.
The action requested in the instant filing (viz. approval for certain financing
transactions by Gulf) would not, by itself, or even considered in conjunction
with the effect of the capitalization and earnings of Southern's EWGs and FUCOs,
have a material adverse effect on the financial integrity of the Southern
system, or an adverse impact on Southern's public-utility subsidiaries, their
customers, or the ability of State commissions to protect such public-utility
customers."

Item 6.        Exhibits and Financial Statements.

               (a)    Exhibits.

                      D-2 - Copy of order of 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 30, 1997                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. 970103-EI
authority to receive common       )      ORDER NO. PSC-97-0296-FOF-EI
equity contributions and to       )      ISSUED:    March 17, 1997
issue and sell securities during  )
the 12 months ending March 31,    )
1998 by Gulf Power Company        )
                                  )
- ----------------------------------
         The following Commissioners participated in the disposition of this
matter:

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

                    ORDER AUTHORIZING SECURITIES TRANSACTIONS

BY THE COMMISSION:

         On January 23, 1997, 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 from Southern Company (Gulf's parent company) and to
issue and sell long-term debt and equity securities in an aggregate amount not
exceeding $320 million during the twelve months ending March 31, 1998. The
company also seeks authorization to issue and sell short-term debt securities
with a maximum principal amount not exceeding $150 million at any one time
during this period.

         In its petition, Gulf stated 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. Gulf
further stated that the equity funds from Southern Company are common equity
contributions; that the equity securities may take the form of 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, guarantees, 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-97-0296-FOF-EI
DOCKET NO. 97103-EI
PAGE 2


         According to its petition, Gulf has established lines of credit with a
group of banks under which borrowing may be made by the issuance of unsecured
promissory notes. Gulf stated that 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. Gulf further stated
that none of the promissory notes are to be resold by the banks to the public.
In addition, the Company stated that it 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.

         As to its proposed issuance of short-term debt securities, Gulf stated
in its petition that these securities would be issued as notes in the commercial
paper market. Gulf further stated that these 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 Company
stated that the notes will be sold at a discount, plus a commission to the
commercial paper dealer, with the aggregate interest cost to the Company
equaling or approximating the prime rate in effect at the time of sale.

         Having reviewed this petition, we find that the issuance of the
above-described securities, within the limits prescribed, will not impair Gulf's
ability to perform its services as a public utility and, is for lawful purposes
within Gulf's corporate power. We therefore find 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 and to issue and sell long-term debt and equity securities, the
aggregate amount of these transactions not to exceed $320 million, and to issue
and sell a maximum of $150 million of short-term debt securities, during the
twelve months ending March 31, 1998, is hereby granted. It is further

         ORDERED that Gulf Power Company shall file with this Commission a
Consummation Report in compliance with Rule 25-8.009, 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





ORDER NO. PSC-97-0296-FOF-EI
DOCKET NO. 970103-EI
PAGE 3


         ORDERED that the foregoing authorization is without prejudice to the
authority of this Commission with respect to rates, service, accounts,
valuation, estimates, or 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.

         By ORDER of the Florida Public Service Commission, this 17th day of
March, 1997.



                                           Blanca S. Bayo, Director
                                           Division of Records and Reporting

(S E A L )






ORDER NO. PSC-97-0296-FOF-EI
DOCKET NO. 970103-EI
PAGE 4



NOTICE OF FURTHER PROCEEDINGS OR JUDICIAL REVIEW

         The Florida Public Service Commission is required by Section
120.569(1), 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 wastewater utility by filing a notice of
appeal with the Director, 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.