U-1/A

                                                              File No. 70-9869





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Amendment No. 3
                                       to
                                    FORM U-1
                           APPLICATION OR DECLARATION

                                      under

                 The Public Utility Holding Company Act of 1935

                              THE SOUTHERN COMPANY

                           270 Peachtree Street, N.W.
                             Atlanta, Georgia 30303

               (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
                           270 Peachtree Street, N.W.
                             Atlanta, Georgia 30303

                   (Names and addresses of agents for service)

The Commission is requested to mail signed copies of all orders, notices and
communications to:

      Gale E. Klappa                                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





2

                              INFORMATION REQUIRED

Item 3.    Applicable Statutory Provisions

           Item 3 is hereby amended by adding thereto the following:

           Rule 53 Analysis: The proposed transactions are subject to Rule 53,
which provides that, in determining whether to approve the issue or sale of a
security for purposes of financing the acquisition of an "exempt wholesale
generator" ("EWG") or "foreign utility company" ("FUCO"), the Commission shall
not make certain adverse findings if the conditions set forth in Rule 53(a)1
through (a)(4) are met, and are not otherwise made inapplicable by reason of the
existence of any of the circumstances described in Rule 53(b).

         Southern currently meets all of the conditions of Rule 53(a). At March
31, 2001, Southern's "aggregate investment," as defined in Rule 53(a)(1), in
EWGs and FUCOs was approximately $1,000, or 0% of Southern's "consolidated
retained earnings," also as defined in Rule 53(a)(1), as of March 31, 2001
($4.649 billion).1

______________________________

1 As discussed in Southern's Application on Form U-1 (File No. 70-9727) relating
to the spin-off of Mirant Corporation ("Mirant"), Southern and Mirant
reorganized certain energy-related and FUCO activities and Mirant completed a
tax-free distribution to Southern of these activities on March 5, 2001 (the
"Mini-Spin"). On April 2, 2001, Southern completed the spin-off of its remaining
ownership interest in Mirant to Southern's shareholders. Therefore, the four
indirect subsidiaries (EPZ Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc.
and NUON Lease, Inc.) obtained through the Mini-Spin are the only remaining FUCO
investments held by Southern. Although Southern now owns all of the equity in
these companies as a result of the Mini-Spin, Southern has no direct or indirect
investment or any aggregate investment within the meaning of Rule 53 in these
FUCOs, including any direct or indirect guarantees or credit positions related
to any capital or financing leases. Furthermore, the only remaining EWG
investment held by Southern after the spin-off is Southern Company-Florida LLC,
which was organized during the first quarter of 2001. Southern has executed
limited keep-well commitments whereby Southern would be required to make capital
contributions to Southern Energy Finance Capital Corp. or to Southern Energy
Finance Company, Inc. in the event of a shortfall in the scheduled debt service
resulting from certain changes in the payments due from Southern under the
Southern Company Income Tax Allocation Agreement. The maximum potential capital
contribution required under these commitments is the unamortized balance of the
related loans, which totaled approximately $413 million as of March 31, 2001.




         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.

Item 6.    Exhibits and Financial Statements
           (a)    Exhibits.

                  F      -     Opinion of Troutman Sanders LLP.


                                    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:        June 6, 2001                  THE SOUTHERN COMPANY


                                            By:   /s/Tommy Chisholm
                                                Tommy Chisholm
                                                Secretary

EX-99

                                                                      Exhibit F

                              Troutman Sanders LLP
                        600 Peachtree Street, Suite 5200
                             Atlanta, Georgia 30308
                                  404-885-3000



                                  June 6, 2001

Securities and Exchange Commission
Washington, D.C.

         Re:      Statement on Form U-1 of
                  The Southern Company (the "Company")

Ladies and Gentlemen:

         We are familiar with the statement on Form U-1 referred to above
relating to (i) the Southern Company Omnibus Incentive Compensation Plan (the
"Plan") and (ii) the solicitation of proxies from the Company's stockholders in
connection with the Plan, and we are familiar with the proceedings relating
thereto.

         We are of the opinion that the Company is a validly organized and duly
existing corporation under the laws of the State of Delaware and that, upon the
issuance of your order or orders permitting such statement on Form U-1 to become
effective, upon the adoption of an appropriate resolution by the stockholders of
the Company, upon compliance with the Securities Act of 1933, as amended, and
with such State securities or "blue sky" laws as may be applicable, and upon the
proposed transactions being consummated in accordance with such statement on
Form U-1 and such order or orders and in accordance with the Plan:

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

         (b) the common stock, par value $5.00 per share, of the Company
proposed to be issued pursuant to the Plan will be fully paid and nonassessable
and the holders of such common stock will be entitled to the rights and
privileges appertaining thereto set forth in the Certificate of Incorporation of
the Company, as amended; and

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

         We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned statement on Form U-1.

                                Very truly yours,

                             /s/Troutman Sanders LLP