Exhibit 10(a)81

                             FIRST AMENDMENT TO THE
                 SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN



         WHEREAS, the Employee Stock Ownership Plan Committee ("Committee")
heretofore adopted the amendment and restatement of The Southern Company
Employee Stock Ownership Plan ("Plan"), effective as of January 1, 2002;

         WHEREAS, the Committee desires to amend the Plan to allow a participant
to elect whether to receive a cash distribution of all or a portion of the
dividends payable on the shares of common stock credited to the participant's
account and to allow a terminated participant to elect to receive a withdrawal
of common stock credited to the participant's account for at least 84 months;
and

         WHEREAS, the Committee is authorized pursuant to Section 11.1 of the
Plan to amend the Plan at any time, provided that the amendment does not involve
a substantial increase in cost to any Employing Company or is necessary or
desirable to comply with the laws and regulations applicable to the Plan.

         NOW, THEREFORE, the Committee hereby amends the Plan as follows, to be
effective as of the dates indicated:


                                       1.

         Section 6.6, Allocation of Dividends and Other Distributions, shall be
replaced in its entirety with the following, effective as of July 1, 2002:

                    6.6 Distribution of Dividends Payable on Common Stock. Any
          dividends on the Common Stock shall be allocated to a Participant's
          Account on the basis of Account balances. Each Participant may elect
          whether (i) to receive a cash distribution of all or a portion of the
          dividends payable on the shares of Common Stock credited to the
          Participant's Account as of the record date of the Common Stock or
          (ii) to have such dividends paid to the Plan and reinvested in Common
          Stock credited to the Participant's Account. The election of a
          Participant whether to receive a cash distribution of dividends shall
          remain in effect until such election is changed by the Participant. In
          the event a Participant fails to make an election with respect to the
          dividends payable on any shares of Common Stock credited to the
          Participant's Account, such Participant shall be deemed to have
          elected to have the dividends payable on such shares paid to the Plan
          and reinvested in Common Stock credited to the Participant's Account.
          Upon the death of a Participant, such Participant shall be deemed to
          have elected to have the dividends payable on all shares of Common
          Stock credited to the Participant's Account reinvested in Common
          Stock, notwithstanding any election in effect at the time of the
          Participant's death. In reinvesting dividends on the Common Stock, the
          Trustee may purchase Common Stock under The Southern Investment Plan,
          from the Southern Company, or on the open market.

                    A Participant may change his election whether to receive a
          cash distribution of dividends at any time. However, with respect to
          each dividend on Common Stock, the election, or deemed election, of a
          Participant which is in effect on the last day of the first month in
          the calendar quarter which includes the record date for such dividend
          (the "Election Deadline") shall apply with respect to the dividends
          payable on the shares of Common Stock credited to the Participant's
          Account on such record date. In any event, all elections and deemed
          elections shall be irrevocable as of the Election Deadline.
          Participants are 100% vested in dividends payable on Common Stock.
          Payment of cash distributions under this Section 6.6 shall be made to
          the Plan and to Participants, as the case may be, as soon as
          administratively practicable following the payable date of the
          dividends. The Committee may establish such administrative procedures
          as it deems necessary or appropriate to effect the elections under
          this Section 6.6.

                                       2.

         Except as amended herein by this First Amendment, the Plan shall remain
in full force and effect as amended and restated by the Company prior to the
adoption of this First Amendment.

         IN WITNESS WHEREOF, Southern Company Services, Inc., through the duly
authorized members of the Employee Stock Ownership Plan Committee, has adopted
this First Amendment to The Southern Company Employee Stock Ownership Plan this
____ day of ___________________, 2002.


                                 EMPLOYEE STOCK OWNERSHIP PLAN COMMITTEE: