SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.
                          Three year period ending 2001
                      FORM U-12(I)-B (THREE-YEAR STATEMENT)


  Statement Pursuant to Section 12(i) of Public Utility Holding Company Act of
     1935 by a Person Regularly Employed or Retained by a Registered Holding
        Company or a Subsidiary Thereof and Whose Employment Contemplates
                Only Routine Expenses as Specified in Rule 71(b)

         1. Name and business address of person filing statement.

                              Clayton E. Henderson
                               Gulf Power Company
                        101 N. Monroe Street - Suite 1060
                              Tallahassee, FL 32301

         2. Names and business addresses of any persons through whom the
undersigned proposes to act in matters included within the exemption provided by
paragraph (b) of Rule U-71.

                                      None

         3. Registered holding companies and subsidiary companies by which the
undersigned is regularly employed or retained.

                   Southern Company and all its subsidiaries.

         4. Position or relationship in which the undersigned is employed or
retained by each of the companies named in item 3, and brief description of
nature of services to be rendered in each such position or relationship.

         Manager, Governmental Affairs. Lobbyist for Gulf Power Company

         5. (a) Compensation received during the past three years and estimated
to be received over the next two calendar years by the undersigned or others,
directly or indirectly, for services rendered by the undersigned, from each of
the companies designated in item 3. (Use column (a) as supplementary statement
only.)
                  Salary or other
                  compensations
Name of     received       to be            Person or company from whom received
recipient                  received         or to be received

Henderson,  (a)           (b)
Clayton E. $396,836.86    (to be            Gulf Power Company
                        included in
                        supplemental
                        statement)

         (b)      Basis for compensation if other than salary. N/A

          6. (To be answered in supplementary statement only.) Expenses incurred
by the undersigned or any person named in item 2, above, during the calendar
year in connection with the activities described in item 4, above, and the
source or sources of reimbursement for same.

           (a) Total amount of routine expenses charged to client:  N/A

           (b) Itemized list of all other expenses:  N/A


Date: 1/19/99                              Signature: Clayton E. Henderson