Exhibit H

The Southern Company       (70-         )

Notice of Proposal with respect to Outside Directors Stock Plan for The Southern
Company and its Subsidiaries; Order Authorizing Solicitation of Proxies


         The Southern Company ("Southern"), a registered holding company under
the Public Utility Holding Company Act of 1935, as amended (the "Act"),
proposes, from time to time through May 26, 2014, to issue shares of its common
stock, par value $5.00 per share ("Common Stock"), pursuant to the Outside
Directors Stock Plan for The Southern Company and its Subsidiaries (the "Plan"),
as described herein. The Plan is a consolidation of the Outside Directors Stock
Plan for The Southern Company ("Southern Stock Plan") and the Outside Directors
Stock Plan for Subsidiaries of The Southern Company ("Subsidiaries Stock Plan").

         The Board of Directors of Southern has adopted the Plan, subject to
stockholder approval. The purpose of the Plan is to provide a mechanism for
non-employee directors to automatically increase their ownership of Common Stock
and thereby further align their interest with those of Southern's stockholders.

         The Plan will be administered by Southern's Governance Committee (the
"Committee"). The Committee will have exclusive authority to interpret the Plan.

         The Plan provides for a portion of the retainer fee for non-employee
directors of Southern and any subsidiary of Southern which the Board of
Directors of Southern determines to bring under the Plan and which shall adopt
the Plan (the "Subsidiaries") to be paid in unrestricted shares of Common Stock
and permits each non-employee director to elect to have all or a portion of the
remainder of the director fee to be paid in shares of Common Stock instead of
cash. Southern expects that the initial Subsidiaries will be Alabama Power
Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company
and Savannah Electric and Power Company and that the approximate number of
participants under the Plan will initially be 50. The portion of the director
fee paid in Common Stock to Southern's non-employee directors pursuant to the
Plan will automatically be deferred in accordance with the terms of the deferred
compensation plan maintained by Southern. The non-employee directors of each
Subsidiary may elect to have the portion of the director fee paid in Common
Stock pursuant to the Plan to be deferred in accordance with the terms of the
deferred compensation plan maintained by such Subsidiary for its directors.

         1,000,000 shares of Common Stock and the unissued shares of Common
Stock previously authorized and registered for issuance under the Southern Stock
Plan and Subsidiaries Stock Plan (approximately 1,700,000 shares) will be
available for payment to the participants under the Plan.

         The Board of Directors of Southern may terminate or amend the Plan at
any time except that without shareholder approval no amendment may be made which
would, absent such shareholder approval, disqualify the Plan for coverage under
Rule 16b-3, as promulgated by the Commission under the Securities and Exchange
Act of 1934, as amended.

         The Plan will terminate May 26, 2014, unless terminated sooner by the
Board of Directors. Southern further proposes to submit the Plan for
consideration and action by its stockholders at the annual meeting of such
stockholders to be held on May 26, 2004, and in connection therewith, to solicit
proxies from its stockholders. In addition, in the event that Southern considers
it desirable to do so, it may employ professional proxy solicitors to assist in
the solicitation of proxies and pay their expenses and compensation for such
assistance which, it is estimated, will not exceed $10,000.

         Approval of the Plan requires the affirmative vote of the holders of a
majority of the shares of Common Stock represented in person or by proxy at the
annual meeting.

         It appears to the Commission that the application/declaration to the
extent that it relates to the proposed solicitation of proxies should be
permitted to become effective immediately under Rule 62(d):

         IT IS ORDERED, that the application-declaration, to the extent that it
relates to the proposed solicitation of proxies be, and it hereby is, permitted
to become effective immediately under Rule 62 and subject to the terms and
conditions prescribed in Rule 24 under the Act.

         For the Commission, by the Division of Investment Management, under
delegated authority.