CERTIFICATE OF NOTIFICATION

                                       filed by

                                 THE SOUTHERN COMPANY
                        SOUTHERN ELECTRIC INTERNATIONAL, INC.
                 THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC. 
                    formerly THE SOUTHERN INVESTMENT GROUP, INC.    

          Pursuant to order of the Securities and Exchange Commission dated
          October 20, 1987, in the matter of File No. 70-7209.

                                 - - - - - - - - - -

               The above named companies HEREBY CERTIFY to said Commission,

          pursuant to Rule 24, that the following transactions have been

          carried out in accordance with the terms and conditions of and

          for the purposes represented by the statement on Form U-1, as

          amended, and of said order with respect thereto.  The items

          listed below are in response to the reporting criteria as

          established by Amendment No. 5 in this proceeding.  Such

          information, as of June 30, 1994, is as follows:

                       Item                             Response

          (1)  Amounts and forms of          In December, 1991, SEI
               investments, and              contributed approximately $5
               obligations of each           million in equity in the
               project undertaken            Kalaeloa Project located in
               pursuant to the authority     Oahu, Hawaii.  An SEWG
               requested in Items 1.1        subsidiary, SEI Birchwood,
               and 1.2                       Inc., entered into a Power
                                             Purchase and Operating
                                             Agreement with Virginia
                                             Electric and Power Company as
                                             of July 13, 1990 in connection
                                             with a generation plant to be
                                             built in Virginia.  As of June
                                             30, 1994, SEI had expended
                                             from working capital
                                             approximately $81 million on
                                             project development.

           (2) Amounts and forms of: 
               (i) guarantees and
               similar provisions and 
                                              






                                         -2-

               arrangements concerning 
               the Subsidiaries'
               performance and
               undertaking of other                       None
               obligations and

               (ii) indemnifications of
               and with respect to
               persons acting as surety
               on bonds or other
               obligations on behalf of
               the Subsidiaries, in
               which Southern has
               agreed, in the context of
               project bids made by the
               Subsidiaries, to grant in
               the event any such bids
               made by the Subsidiaries
               are accepted by the bid                    None
               issuers;

          (3)  Amounts and forms of:         The form of this arrangement
               (i) guarantees and            is a guarantee by The Southern
               similar provisions and        Company.  The Southern Company
               arrangements concerning       has provided a limited
               the Subsidiaries'             guarantee of Southern Electric
               performance and               International, Inc.'s
               undertaking of other          obligations under the
               obligations, which            Birchwood Facility EPC
               Southern has actually         Agreements up to an aggregate
               granted and are currently     liability of $200 million. 
               effective, and
                                             The Southern Company has also
                                             entered into a Support
                                             Agreement pursuant to which it
                                             has agreed to set aside
                                             $2,500,000 of its $125,000,000
                                             funding authority for the
                                             Subsidiaries and to make it
                                             available to Southern Electric
                                             International, Inc. so that
                                             Southern Electric
                                             International, Inc. can meet
                                             certain of its own
                                             obligations.





                                         -3-


          (ii)  indemnifications of and
          with respect to persons acting
          as surety on bonds or other
          obligations on behalf of the
          Subsidiaries, which Southern
          has actually granted and are
          currently effective.                            None




               Pursuant to the requirements of the Public Utility Holding

          Company Act of 1935, the undersigned companies have duly caused

          this certificate to be signed on their behalf by the undersigned

          thereunto duly authorized.


          Dated  August 1, 1994    THE SOUTHERN COMPANY


                                   By   Tommy Chisholm                         
                                         Tommy Chisholm, Secretary


                                   SOUTHERN ELECTRIC INTERNATIONAL, INC.


                                   By  Tommy Chisholm                  
                                         Tommy Chisholm, Secretary


                                   THE SOUTHERN DEVELOPMENT AND 
                                        INVESTMENT GROUP, INC.  (formerly 
                                        The Southern Investment Group, Inc.)


                                   By    Tommy Chisholm                
                                         Tommy Chisholm, Secretary