File No. 70-8421


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C   20549

                                   Amendment No. 4
                           (Post-Effective Amendment No. 2)

                                       FORM U-1

                              APPLICATION OR DECLARATION

                                        under

                    The Public Utility Holding Company Act of 1935

                                 THE SOUTHERN COMPANY
                               64 Perimeter Center East
                                Atlanta, Georgia 30346

                 (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)

                              Tommy Chisholm, Secretary
                                 The Southern Company
                               64 Perimeter Center East
                                Atlanta, Georgia 30346

                     (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 D. McLanahan
          Financial Vice President                 Troutman Sanders
            The Southern Company              600 Peachtree Street, N.E.
          64 Perimeter Center East                    Suite 5200
           Atlanta, Georgia 30346             Atlanta, Georgia 30308-2216







                                 INFORMATION REQUIRED


                   Post-Effective Amendment No. 1 (Amendment No. 3) to the

          Application or Declaration heretofore filed in this proceeding is

          hereby amended by restating Item 1.2, Proposed Modifications to

          1994 Order, in its entirety, as follows: 

                   "1.2  Proposed Modifications to 1994 Order.  Southern

          now requests a further order of the Commission modifying the 1994

          Order in the following respects:

                   First, Southern proposes that the authorization period

          be extended one year to the earlier of (i) December 31, 1997, and

          (ii) the effective date of any rule of general applicability

          adopted by the Commission that would exempt the issuance of

          securities by any Project Parent and the acquisition thereof by a

          registered holding company from the provisions of Sections 6, 7,

          9, and 10 of the Act.

                   Second, Southern requests authority to make direct or

          indirect investments in Project Parents in an aggregate amount

          which, when added to Southern's "aggregate investment" at any

          point in time in all EWGs, FUCOs, and Project Parents, does not

          exceed the greater of (x) $1.072 billion, and (y) 50% of

          Southern's "consolidated retained earnings," determined in

          accordance with Rule 53(a) (hereinafter, the "Rule 53

          Limitation").  The current Rule 53 Limitation ($1.072 billion) is

          based on Southern's "consolidated retained earnings" and

          "aggregate investment" at March 31, 1995, as shown in Item 1.3,

          below.  In any case in which an investment by Southern in a

          Project Parent takes the form of a guaranty by Southern of a







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          security of a Project Parent that is denominated in a currency

          other than U.S. dollars, the amount of such guaranty, for

          purposes of determining Southern's "aggregate investment," would

          be determined by converting the stated or face amount of the

          underlying security into U.S. dollars at currency exchange rates

          in effect at the time such guaranty is issued by Southern. 

                   Third, Southern seeks authority for Project Parents to

          issue debt securities to persons other than Southern (and with

          respect to which there is no recourse to Southern) evidencing

          borrowings in either U.S. dollars or foreign currencies.  The

          aggregate principal amount of all such non-recourse debt

          securities at any time outstanding will not exceed $1 billion. 

          For the purpose of this limitation, the principal amount of debt

          securities evidencing borrowings in currencies other than U.S.

          dollars would be determined using the currency exchange rates in

          effect at the time a Project Parent contracts to issue such debt.

                   Except as specifically noted above, no other

          modifications to the terms, conditions, limitations and

          restrictions set forth in the 1994 Order are proposed herein."







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                                      SIGNATURE


                   Pursuant to the requirements of the Public Utility

          Holding Company Act of 1935, the undersigned company has duly

          caused this statement to be signed on its behalf by the

          undersigned thereunto duly authorized.



          Dated:  June 27, 1995              THE SOUTHERN COMPANY



                                             By:/s/Tommy Chisholm
                                                Tommy Chisholm, Secretary