8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)November 8, 2005

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification No.
1-3526	The Southern Company (A Delaware Corporation) 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (404) 506-5000	58-0690070

The address of the registrant has not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 8, 2005, The Southern Company (“Southern”) and Southern Company Capital Funding, Inc. (“Funding”) entered into an Underwriting Agreement covering the issue and sale by Funding of $250,000,000 aggregate principal amount of its Series C 5.75% Senior Notes due November 15, 2015 (the “Series C Senior Notes”) and the guarantee of the Series C Senior Notes by Southern. The Series C Senior Notes were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the shelf registration statement (Registration Statement Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03) of Southern and Funding.

Item 9.01		Financial Statements and Exhibits
		(c) Exhibits
	1.1		Underwriting Agreement, dated November 8, 2005, among Southern, Funding and Lehman Brothers Inc., Wachovia Capital Markets, LLC, Morgan Keegan & Company, Inc., LaSalle Financial Services, Inc., SunTrust Capital Markets, Inc. and Blaylock & Company, Inc., as the Underwriters.
	4.2		Third Supplemental Indenture to Senior Note Indenture dated as of November 16, 2005, providing for the issuance of the Series C Senior Notes.
	4.9		Form of Series C Senior Note. (included in Exhibit 4.2 above).
	5.1		Opinion of Troutman Sanders LLP relating to the Series C SeniorNotes.
	12.1		Computation of ratio of earnings to fixed charges

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2005 THE SOUTHERN COMPANY
By /s/ Patricia L. Roberts
Patricia L. Roberts
Assistant Secretary

EX-1

Exhibit 1.1

$250,000,000

SOUTHERN COMPANY CAPITAL FUNDING, INC.

Series C 5.75% Senior Notes due November 15, 2015

UNDERWRITING AGREEMENT

November 8, 2005

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019,

as Representative of the Several Underwriters

Ladies and Gentlemen:

Southern Company Capital Funding, Inc., a Delaware corporation (“SoCo Capital”), and The Southern Company, a Delaware corporation (the “Company” and, together with SoCo Capital, the “Offerors”), confirm their agreement (the “Agreement”) with you and each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriters substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representative (in such capacity, you shall hereinafter be referred to as the “Representative”), with respect to the sale by SoCo Capital and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of Series C 5.75% Senior Notes due November 15, 2015 (the “Notes”) as set forth in Schedule I hereto. The Notes will be guaranteed by the Company with respect to interest and principal, including payments on acceleration, redemption and otherwise (the “Notes Guarantee”) pursuant to the terms of the Indenture (hereinafter defined). The Notes and the related Notes Guarantee are referred to herein as the “Securities.”

The Offerors understand that the Underwriters propose to make a public offering of the Notes as soon as the Representative deems advisable after this Agreement has been executed and delivered.

The Notes will be issued pursuant to an Indenture, dated as of February 1, 2002 (the “Base Indenture”), among SoCo Capital, the Company and The Bank of New York, as trustee (the “Trustee”), and a third supplemental indenture to the Base Indenture, dated as of November 16, 2005 (the “Supplemental Indenture” and, together with the

Base Indenture and any other amendments or supplements thereto, the “Indenture”), among SoCo Capital, the Company and the Trustee.

SECTION 1.  REPRESENTATIONS AND WARRANTIES. The Offerors jointly and severally represent and warrant to each Underwriter as follows:

(a)      A registration statement on Form S-3 (File Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03) in respect of the Notes, the Notes Guarantee and certain other securities (the “Registered Securities”) has been prepared and filed in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Underwriters, has been declared effective by the Commission in such form (except that copies of the registration statement and any post-effective amendment delivered to the Underwriters need not include exhibits but shall include all documents incorporated by reference therein); and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or, to the best knowledge of the Company, threatened by the Commission (any preliminary prospectus included in such registration statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act, being hereinafter called a “Preliminary Prospectus”); such registration statement, as it became effective, including the exhibits thereto and all documents incorporated by reference therein pursuant to Item 12 of Form S-3 at the time such registration statement became effective, being hereinafter called the “Registration Statement” the prospectus relating to the Registered Securities, in the form in which it was included in the Registration Statement at the time it became effective, being hereinafter called the “Prospectus” any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and the Prospectus as amended or supplemented in final form by a prospectus supplement relating to any of the Registered Securities in the form in which it is filed with the Commission, pursuant to Rule 424(b) under the Securities Act in accordance with Section 3(f) hereof, including any documents incorporated by reference therein as of the date of such filing, being hereinafter called the “Final Supplemented Prospectus”.

(b)      The documents incorporated by reference in the Registration Statement or the Prospectus, when they were filed with the Commission, complied in all

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material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder, and as of such time of filing, when read together with the Prospectus, none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission, will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder and, when read together with the Prospectus as it otherwise may be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that neither SoCo Capital nor the Company makes any warranty or representation to any Underwriter with respect to: (A) any statements or omissions made in reliance upon and in conformity with information furnished in writing to SoCo Capital or the Company by the Underwriters through the Representative expressly for use in the Final Supplemented Prospectus; or (B) any information set forth in the Final Supplemented Prospectus under the caption “Description of the Series C Senior Notes - Book Entry Only Issuance -- The Depository Trust Company.”

(c)      The Registration Statement, the Prospectus and the Final Supplemented Prospectus comply, and any amendments or supplements to the Registration Statement or the Prospectus, when any such post-effective amendments are declared effective or supplements are filed with the Commission, as the case may be, will comply, in all material respects, with the applicable provisions of the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (the “TIA”), and the General Rules and Regulations of the Commission thereunder and do not and will not, (i) as of the applicable effective date as to the Registration Statement and as of the date of the Final Supplemented Prospectus and any Prospectus as amended or supplemented, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the case of the Registration Statement, and, in the light of the circumstances under which they were made, not misleading in the case of the Final Supplemented Prospectus and any Prospectus as amended or supplemented; except that neither the Company nor SoCo Capital makes any warranties or representations with respect to (A) that part of the Registration Statement which shall constitute the Statements of Eligibility (Form T-1) under the TIA, (B) statements or omissions made in the Registration Statement or the Final Supplemented Prospectus in reliance upon and in conformity with information furnished in writing to SoCo Capital or the Company by any Underwriter through the Representative expressly for use therein or (C) any information set forth in the Final Supplemented Prospectus under the caption “Description of the Series C Senior Notes - Book-Entry Only Issuance -- The Depository Trust Company”.

(d)      With respect to the Registration Statement, the conditions for use of Form S-3, as set forth in the General Instructions thereof, have been satisfied.

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(e)      Since the respective dates as of which information is given in the Registration Statement and the Final Supplemented Prospectus, except as otherwise stated therein, there has been no material adverse change in the business, properties or financial condition of the Company.

(f)      Since the respective dates as of which information is given in the Registration Statement and the Final Supplemented Prospectus, except as otherwise stated therein, there has not been any material adverse change or, to the best of the Company's knowledge, any development involving a prospective material adverse change in or affecting the business, properties or financial condition of SoCo Capital (it being understood that any such change involving only the Company shall not constitute such a change with respect to SoCo Capital).

(g)      The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware, and has due corporate authority to conduct the business in which it is engaged and to own and operate the properties used by it in such business, to enter into and perform its obligations under this Agreement and the Indenture and to issue and deliver the Notes Guarantee.

(h)      SoCo Capital has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware and has due corporate authority to conduct its business, as described in the Registration Statement and the Prospectus, to enter into and perform its obligations under this Agreement and the Indenture and to issue the Notes.

(i)      This Agreement has been duly authorized, executed and delivered by each of the Offerors.

(j)      The Indenture has been duly authorized by SoCo Capital and the Company and, on the Closing Date (as hereinafter defined), will have been duly executed and delivered by SoCo Capital and the Company, and, assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture will, on the Closing Date, constitute a valid and binding obligation of each of SoCo Capital and the Company, enforceable against each in accordance with its terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, receivership, liquidation, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally or (2) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity) (the “Enforceability Exceptions”); the Indenture will conform in all material respects to all statements relating thereto contained in the Final Supplemented Prospectus; and on the Closing Date, the Indenture will have been duly qualified under the TIA.

(k)      The issuance and delivery of the Notes have been duly authorized by SoCo Capital and, on the Closing Date, the Notes will have been duly executed by SoCo Capital and, when authenticated in the manner provided for in the Indenture and delivered against payment therefor as described in the Final Supplemented Prospectus, will constitute valid and legally binding obligations of SoCo Capital, enforceable against

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SoCo Capital in accordance with their terms, except to the extent that enforcement thereof may be limited by the Enforceability Exceptions, will be in the form contemplated by, and entitled to the benefits of, the Indenture and will conform in all material respects to all statements relating thereto in the Final Supplemented Prospectus.

(l)      The Notes Guarantee has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, the Notes Guarantee will, on the Closing Date, constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent enforcement thereof may be limited by the Enforceability Exceptions.

(m)     Neither the Company nor SoCo Capital is and, after giving effect to the offering and sale of the Notes, will be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

(n)      The execution, delivery and performance by the Offerors of this Agreement and the Indenture, by the Company of the Notes Guarantee, and by SoCo Capital of the Notes and the consummation by the Offerors of the transactions contemplated herein and therein and compliance by the Offerors with their respective obligations hereunder and thereunder shall have been duly authorized by all necessary action (corporate or otherwise) on the part of the Offerors and do not and will not result in any violation of the charter or bylaws of the Company or SoCo Capital and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of SoCo Capital or the Company under (A) any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which SoCo Capital or the Company is a party or by which either of them may be bound or to which any of their properties may be subject (except for conflicts, breaches or defaults which would not, individually or in the aggregate, be materially adverse to SoCo Capital or the Company or materially adverse to the transactions contemplated by this Agreement), or (B) any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, or any regulatory body or administrative agency or other governmental body having jurisdiction over SoCo Capital or the Company, or any of their respective properties.

(o)      No authorization, approval, consent or order of any court or governmental authority or agency is necessary in connection with the issuance and sale of the Notes or the offering of the Notes or the transactions contemplated in this Agreement, except (A) such as may be required under the Securities Act or the rules and regulations thereunder; (B) such as may be required under the Public Utility Holding Company Act of 1935, as amended; (C) the qualification of the Indenture under the TIA; and (D) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “blue sky” laws.

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(p)      The financial statements incorporated by reference in the Registration Statement and the Final Supplemented Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position, results of operations and cash flows of the Company as of and for the dates indicated; said financial statements have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis (except that the unaudited financial statements may be subject to normal year-end adjustments) throughout the periods involved and necessarily include amounts that are based on the best estimates and judgments of management. The selected financial data and the summary financial information included in the Final Supplemented Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements incorporated by reference in the Registration Statement.

SECTION 2. SALE AND DELIVERY TO UNDERWRITERS; CLOSING.

(a)      On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, SoCo Capital agrees to sell to each Underwriter severally and not jointly, and each Underwriter severally and not jointly, agrees to purchase from SoCo Capital, the principal amount of Notes set forth in Schedule I to this Agreement opposite the name of such Underwriter, plus any additional amount of Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a price equal to 99.350% of the principal amount thereof.

(b)      Payment of the purchase price for, and delivery of certificates for, the Notes shall be made at the offices of Troutman Sanders, LLP, 600 Peachtree Street, N.E., Atlanta, Georgia at 10:00 A.M., New York time, on November 16, 2005 (unless postponed in accordance with the provisions of Section 10) or such other time, place or date as shall be agreed upon by the Representative, SoCo Capital and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to SoCo Capital, by wire transfer in federal funds at the Closing Date, against delivery of certificates for the Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for and make payment of the principal amount of the Notes which each Underwriter has agreed to purchase. The Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.

The delivery of the Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representative shall accept such delivery.

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(c)      The certificate(s) for the Notes will be made available for examination by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

SECTION 3.   COVENANTS OF THE OFFERORS. Each of the Offerors jointly and severally covenants with each Underwriter as follows:

(a)      The Offerors, on or prior to the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as an exhibit thereto, except exhibits incorporated by reference, unless specifically requested). As soon as the Company is advised thereof, it will advise the Representative orally of the issuance of any stop order under the Securities Act with respect to the Registration Statement, or the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Offerors will deliver to the Underwriters sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to each Underwriter and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act.

(b)      The Offerors will furnish the Underwriters with copies of each amendment and supplement to the Prospectus and the Final Supplemented Prospectus relating to the offering of the Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Notes by an Underwriter or dealer, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Representative, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Supplemented Prospectus in order to comply with the Securities Act or the Exchange Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary

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compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the Securities Act. During the period specified in the second sentence of this subsection, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Exchange Act and the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representative and Dewey Ballantine LLP.

(c)      The Offerors will endeavor, in cooperation with the Underwriters, to qualify the Notes and, to the extent required or advisable, the Notes Guarantee, for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that neither of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.

(d)      The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in form complying with the provisions of Rule 158 of the rules and regulations under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the “effective date” (as defined in Rule 158) of the Registration Statement.

(e)      During a period of 15 days from the date of this Agreement, neither SoCo Capital nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Notes, any security convertible into or exchangeable into or exercisable for the Notes or any debt securities substantially similar to the Notes (except for the Notes issued pursuant to this Agreement. The Representative agrees that commercial paper or other debt securities with scheduled maturities of less than one year are not subject to this Section 3(e).

(f)      As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the Securities Act, the Company will file the Final Supplemented Prospectus with the Commission and will advise the Representative of such filing and will confirm such advice in writing.

SECTION 4.   PAYMENT OF EXPENSES. The Company will pay all expenses incidental to the performance of each Offeror's obligations under this Agreement, including, but not limited to, the expenses of (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the certificate(s) for the Notes, (iii) the fees and disbursements of the

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Company's and SoCo Capital's counsel and accountants, (iv) the qualification of the Notes, and to the extent required or advisable, the Notes Guarantee, under securities laws in accordance with the provisions of Section 3(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any blue sky survey (such fees and disbursements of counsel shall not exceed $3,500), (v) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus, Final Supplemented Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Underwriters of copies of any blue sky survey, (vii) the fee of the National Association of Securities Dealers, Inc. in connection with its review of the offering contemplated by this Agreement, if applicable, (viii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (ix) any fees payable in connection with the rating of the Notes, (x) the cost and charges of any transfer agent or registrar and (xi) the cost of qualifying the Notes with The Depository Trust Company.

Except as otherwise provided in Section 9 hereof, the Underwriters shall pay all other expenses incurred by them in connection with their offering of the Notes, including fees and disbursements of their counsel, Dewey Ballantine LLP.

SECTION 5.  CONDITIONS OF UNDERWRITER'S OBLIGATIONS. The obligations of the Underwriters to purchase and pay for the Notes are subject to the following conditions:

(a)      No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date and no proceedings for that purpose shall be pending before, or to the knowledge of the Company threatened by, the Commission on such date. If filing of the Final Supplemented Prospectus, or any supplement thereto, is required pursuant to Rule 424, the Final Supplemented Prospectus and any such supplement shall have been filed in the manner and within the time period required by Rule 424.

(b)      Orders of the Commission permitting the transactions contemplated hereby substantially in accordance with the terms and conditions hereof shall be in full force and effect and shall contain no provision unacceptable to the Underwriters or the Company (but all provisions of such order or orders heretofore entered, copies of which have heretofore been delivered to the Representative, are deemed acceptable to the Underwriters and the Company and all provisions of such order or orders hereafter entered shall be deemed acceptable to the Underwriters and the Company unless within 24 hours after receiving a copy of any such order any party to this Agreement shall give notice to the other parties to the effect that such order contains an unacceptable provision).

(c) On the Closing Date, the Representative shall have received:

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(1)      The opinion, dated the Closing Date, of Troutman Sanders LLP, counsel for SoCo Capital and the Company, substantially in the form attached hereto as Schedule II.

(2)      The opinion, dated the Closing Date, of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Trustee, substantially in the form attached hereto as Schedule III.

(3)      The opinion, dated the Closing Date, of Dewey Ballantine LLP, counsel for the Underwriters, substantially in the form attached hereto as Schedule IV.

(d)      At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement and the Final Supplemented Prospectus, any material adverse change in the business, properties or financial condition of the Offerors, whether or not arising in the ordinary course of business, and the Representative shall have received a certificate of the Chairman of the Board, the President or any Vice President of the Company and SoCo Capital, and dated as of the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) the Offerors have complied with all agreements and satisfied all conditions on their respective parts to be performed or satisfied on or prior to the Closing Date, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the knowledge of the Company, threatened by the Commission.

(e)      On the Closing Date, the Representative shall have received from Deloitte & Touche LLP, a letter dated the Closing Date to the effect that: (A) they are an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the rules and regulations under the Securities Act; (B) in their opinion, the financial statements audited by them and incorporated by reference in the Final Supplemented Prospectus comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations under the Exchange Act; and (C) on the basis of certain limited procedures performed through a specified date not more than five business days prior to the date of such letter, namely (i) reading the minute books of the Company; (ii) performing the procedures specified by the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) for a review of interim financial statement information as described in SAS 100, “Interim Financial Information”, on the unaudited financial statements, if any, of the Company incorporated by reference in the Final Supplemented Prospectus and on the latest available unaudited financial statements of the Company, if any, for any calendar quarter subsequent to the date of those incorporated by reference in the Final Supplemented Prospectus; and (iii) making inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding such unaudited financial statements or any specified unaudited amounts derived therefrom (it being understood that the foregoing procedures do not constitute an audit performed in

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accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche LLP make no representations as to the sufficiency of such procedures for the Underwriters’ purposes), nothing came to their attention that caused them to believe that: (1) any material modifications should be made to the unaudited condensed financial statements, if any, incorporated by reference in the Final Supplemented Prospectus, for them to be in conformity with generally accepted accounting principles; (2) such unaudited condensed financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder; (3) the unaudited amounts for Operating Revenues, Earnings from Continuing Operations Before Income Taxes, Earnings from Continuing Operations and Net Income and the unaudited Ratio of Earnings to Fixed Charges set forth in the Final Supplemented Prospectus do not agree with the amounts set forth in or derived from the unaudited financial statements for the same period included or incorporated by reference in the Registration Statement; (4) as of a specified date not more than five business days prior to the date of delivery of such letter, there has been any change in the capital stock or long-term debt of the Company or any decrease in net assets as compared with amounts shown in the latest unaudited balance sheet incorporated by reference in the Final Supplemented Prospectus, except in each case for changes or decreases which (i) the Final Supplemented Prospectus discloses have occurred or may occur, (ii) are occasioned by the declaration of dividends, (iii) are occasioned by draw-downs under existing pollution control financing arrangements, (iv) are occasioned by draw-downs and regularly scheduled payments of capitalized lease obligations, (v) are occasioned by the purchase or redemption of bonds or stock to satisfy mandatory or optional redemption provisions relating thereto, (vi) are occasioned by the reclassification of current maturities of long-term debt, or (vii) are disclosed in such letter; and (5) the unaudited amounts for Operating Revenues, Earnings from Continuing Operations Before Income Taxes, Earnings from Continuing Operations and Net Income and the unaudited Ratio of Earnings to Fixed Charges for any calendar quarter subsequent to those set forth in (3) above, which, if available, shall be set forth in such letter, do not agree with the amounts set forth in or derived from the unaudited financial statements for the same period or were not determined on a basis substantially consistent with that of the corresponding audited amounts or ratios included or incorporated by reference in the Final Supplemented Prospectus.

(f)      On the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Offerors, in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representative and Dewey Ballantine LLP, counsel for the Underwriters.

(g)      No amendment or supplement to the Registration Statement or the Final Supplemented Prospectus filed subsequent to the date of this Agreement (including

11

any filing made by the Company pursuant to Section 13 or 14 of the Exchange Act) shall be unsatisfactory in form to Dewey Ballantine LLP or shall contain information (other than with respect to an amendment or supplement relating solely to the activity of any Underwriter or Underwriters) which, in the reasonable judgment of the Representative, shall materially impair the marketability of the Notes.

(h)      The Offerors shall have performed their respective obligations when and as provided under this Agreement.

If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Offerors at any time prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Sections 4, 7 and 9(b) hereof.

SECTION 6. CONDITIONS OF THE OBLIGATIONS OF THE OFFERORS. The obligations of the Offerors shall be subject to the conditions set forth in the first sentence of Section 5(a) and in Section 5(b). In case such conditions shall not have been fulfilled, this Agreement may be terminated by the Company by mailing or delivering written notice thereof to the Representative. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 4, 7 and 9(b) hereof.

SECTION 7. INDEMNIFICATION.

(a)      The Offerors jointly and severally agree to indemnify and hold harmless each of the Underwriters and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, and to reimburse any such Underwriter and such controlling person or persons, if any, for any legal or other expenses incurred by them in connection with defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus or the Final Supplemented Prospectus, or if the Offerors shall furnish to the Underwriters any amendments or any supplements thereto, or shall make any filings pursuant to Section 13 or 14 of the Exchange Act which are incorporated therein by reference, in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus as so amended or supplemented, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission which was made in such Registration Statement, Preliminary Prospectus, Prospectus or the Final Supplemented Prospectus in reliance upon and in conformity with information furnished in writing to the Company by or through the Representative on

12

behalf of any Underwriter for use therein and except that this indemnity with respect to the Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus, if the Offerors shall have furnished any amendment or supplement thereto, shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Notes to any person if a copy of the Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus (exclusive of documents incorporated therein by reference pursuant to Item 12 of Form S-3), as the same may then be amended or supplemented, shall not have been sent or given by or on behalf of such Underwriter to such person with or prior to the written confirmation of the sale involved and the untrue statement or alleged untrue statement or omission or alleged omission was corrected in the Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus as supplemented or amended at the time of such confirmation. Each Underwriter agrees, within ten days after the receipt by it of notice of the commencement of any action in respect of which indemnity may be sought by it, or by any person controlling it, from the Offerors on account of its agreement contained in this Section 7, to notify the Offerors in writing of the commencement thereof but the omission of such Underwriter so to notify the Offerors of any such action shall not release the Offerors from any liability which it may have to such Underwriter or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 7. In case any such action shall be brought against an Underwriter or any such person controlling such Underwriter and such Underwriter shall notify the Offerors of the commencement thereof as above provided, the Offerors shall be entitled to participate in (and, to the extent that they shall wish, including the selection of counsel, to direct) the defense thereof, at their own expense. In case the Offerors elect to direct such defense and select such counsel, any Underwriter or controlling person shall have the right to employ its own counsel, but, in any such case, the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel has been authorized in writing by the Offerors in connection with defending such action. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include any statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. In no event shall any indemnifying party have any liability or responsibility in respect of the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim effected without its prior written consent.

(b)      Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, SoCo Capital, their directors and such of their officers who have signed the Registration Statement, and each person, if any, who controls the Offerors within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act to the same extent and upon the same terms as the indemnity agreement of the Offerors set forth in Section 7(a) hereof, but only with respect to alleged untrue

13

statements or omissions made in the Registration Statement, the Preliminary Prospectus, the Prospectus or the Final Supplemented Prospectus, or such documents as amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Offerors by or through the Representative on behalf of such Underwriter for use therein.

SECTION 8.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Offerors submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by, or on behalf of the Offerors and shall survive delivery of the Notes to the Underwriters.

SECTION 9. TERMINATION OF AGREEMENT.

(a)      The Representative may terminate this Agreement, by notice to the Offerors, at any time at or prior to the Closing Date if (i) trading in securities on the New York Stock Exchange shall have been generally suspended or there shall have been a material disruption in settlement of securities generally, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by the Commission or by the New York Stock Exchange, (iii) a general banking moratorium shall have been declared by federal or New York State authorities, or (iv) there shall have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity, crisis or emergency (including, without limitation, acts of terrorism) affecting the United States, in any such case provided for in clauses (i) through (iv) with the result that, in the reasonable judgment of the Representative, the marketability of the Notes shall have been materially impaired.

(b)      If this Agreement shall be terminated by the Representative pursuant to subsection (a) above or because of any failure or refusal on the part of the Offerors to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Offerors shall be unable to perform their obligations under this Agreement, then in any such case, the Company will reimburse the Underwriters, severally, for the reasonable fees and disbursements of Dewey Ballantine LLP and for the out of pocket expenses (in an amount not exceeding a total of $10,000) reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Notes and, upon such reimbursement, the Offerors shall be absolved from any further liability hereunder, except as provided in Sections 4 and 7.

SECTION 10. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more of the Underwriters shall fail on the Closing Date to purchase the Notes that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in

14

such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Representative shall not have completed such arrangements within such 24-hour period, then:

(a)      if the principal amount of Defaulted Securities does not exceed 10% of the Notes, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(b)      if the principal amount of Defaulted Securities exceeds 10% of the Notes, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Offerors shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Final Supplemented Prospectus or in any other documents or arrangements.

SECTION 11. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representative at Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Debt Capital Markets Power Group; notices to the Offerors shall be directed to the Company or SoCo Capital c/o: Southern Company Services, Inc., 270 Peachtree Street, N.W., Atlanta, Georgia 30303, Attention: Earl Long.

SECTION 12. PARTIES. This Agreement shall inure to the benefit of and be binding upon the Underwriters, SoCo Capital, the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, SoCo Capital and the Company and their respective successors and the controlling persons and officers and directors referred to in Section 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, SoCo Capital and the Company and their respective successors, and said controlling persons and officers, directors and trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase. The Offerors acknowledge and agree that in connection with all aspects of each transaction contemplated by this Agreement, the Offerors and the Underwriters have an arms-length business relationship

15

that creates no fiduciary duty on the part of either party and each expressly disclaims any fiduciary relationship.

SECTION 13. GOVERNING LAW AND TIME. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Except as otherwise set forth herein, specified times of day refer to New York City time.

SECTION 14. COUNTERPARTS. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to SoCo Capital and the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, SoCo Capital and the Company in accordance with its terms.

Very truly yours,

THE SOUTHERN COMPANY

By:	________________________________
	Name:	Thomas A. Fanning

Title: Executive Vice President, Chief Financial Officer and Treasurer

SOUTHERN COMPANY CAPITAL

FUNDING, INC.

By:	__________________________________
	Name:	Kimberly S. Greene
	Title:	President and Chief Executive Officer

CONFIRMED AND ACCEPTED,

as of the date first above written

LEHMAN BROTHERS INC.,

as Representative to the Several Underwriters

By:	____________________
	Name:

Title:

18

SCHEDULE I

Name of UnderwriterPrincipal Amount of Series C Senior Notes

Lehman Brothers Inc.	$100,000,000
Wachovia Capital Markets, LLC		87,500,000
Morgan Keegan & Company, Inc.		33,525,000
LaSalle Financial Services, Inc.		12,725,000
SunTrust Capital Markets, Inc.		11,525,000
Blaylock & Company, Inc.			4,725,000

Total:$250,000,000

Schedule II

[Letterhead of TROUTMAN SANDERS LLP]

________ __, 2005

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019,

as Representative of the Several Underwriters

SOUTHERN COMPANY CAPITAL FUNDING, INC.

SERIES C 5.75% SENIOR NOTES DUE NOVEMBER 15, 2015

Ladies and Gentlemen:

We have acted as counsel to The Southern Company (the “Company”) in connection with (i) the issuance and sale by Southern Company Capital Funding, Inc. (“SoCo Capital”) of $250,000,000 aggregate principal amount of its Series C 5.75% Senior Notes due November 15, 2015 (the “Notes”) pursuant to an Indenture dated as of February 1, 2002, among SoCo Capital, the Company and The Bank of New York, as trustee, as supplemented by the Third Supplemental Indenture dated as of November 16, 2005 (collectively, the “Indenture”); and (ii) its issuance of a guarantee (the “Notes Guarantee”) of the Notes pursuant to the terms of the Indenture. The purchase of the Notes today is pursuant to the terms of a Underwriting Agreement dated November 8, 2005 (the “Underwriting Agreement”), among the Company, SoCo Capital and the underwriters named in Schedule I thereto (the “Underwriters”) for whom you are acting as representative. This opinion is being delivered to you pursuant to Section 5(c)(1) of the Underwriting Agreement.

All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement.

In rendering the opinions expressed below, we have examined the Registration Statement on Form S-3 (Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03) pertaining to the Notes, the Notes Guarantee and certain other securities (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), and the prospectus dated August 7, 2001, as supplemented by a prospectus supplement dated November 8, 2005 (the “Final Supplemented Prospectus”), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2004 (the “Form 10-K”), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 and the Current Reports on Form 8-K of the Company dated February 15, 2005, February 16, 2005, February 21, 2005, March 25, 2005, May 5, 2005, May 17, 2005, June 16, 2005, July 8, 2005, August 29, 2005, October 10, 2005 and

November 8, 2005 (the “Exchange Act Documents”), each as filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

Based on the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:

1.       The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to conduct the business in which it is engaged, to own and operate the properties used by it in such business and to enter into and perform its obligations under the Indenture and the Underwriting Agreement.

2.       SoCo Capital has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware and has due corporate authority to conduct the business, as described in the Final Supplemented Prospectus, to enter into and perform its obligations under the Underwriting Agreement and the Indenture and to issue the Notes.

3.       The execution, delivery and performance by the Offerors of the Underwriting Agreement have been duly authorized by all necessary corporate action, and the Underwriting Agreement has been duly executed and delivered by the Offerors.

4.       All orders, consents or other authorizations or approvals of the Commission legally required for the issuance and delivery of the Notes and the Notes Guarantee have been obtained; such orders are sufficient for the issuance and delivery of the Notes and the Notes Guarantee; the issuance and delivery of the Notes and the Notes Guarantee conform in all material respects with the terms of such orders; and no other order, consent or other authorization or approval of any United States federal governmental body (other than in connection or in compliance with the provisions of the securities or “blue sky” laws of any jurisdiction, as to which we express no opinion) is legally required for the issuance and delivery of the Notes and the Notes Guarantee in accordance with the terms of the Underwriting Agreement.

5.       The Indenture has been duly authorized, executed and delivered by SoCo Capital and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of SoCo Capital, enforceable

2

against SoCo Capital in accordance with its terms, subject to the qualifications that the enforceability of SoCo Capital's obligations under the Indenture may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and each of the Indenture and the Notes Guarantee conforms as to legal matters in all material respects to the description thereof in the Final Supplemented Prospectus.

6.       The Notes have been duly authorized and executed by SoCo Capital and, when authenticated by the Trustee in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and binding obligations of SoCo Capital, enforceable against SoCo Capital in accordance with their terms, subject to the qualifications that the enforceability of SoCo Capital's obligations under the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Notes conform as to legal matters in all material respects to the description thereof in the Final Supplemented Prospectus.

7.       Each of the Indenture and the Notes Guarantee has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications that the enforceability of the Company's obligations under the Indenture and the Notes Guarantee may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Notes Guarantee conforms as to legal matters in all material respects to the description thereof in the Final Supplemented Prospectus.

8.       The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

9.       The execution, delivery and performance by the Company of the Indenture and the performance by the Company of the Notes Guarantee do not and will not result in any violation of the Certificate of Incorporation or the By-Laws of the Company, and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under (A) any contract, indenture, mortgage, loan agreement, note, lease or any other agreement or instrument known to us to which the Company is a party or by which it may be bound or to which any of its properties may be subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a material adverse effect on the condition (financial or otherwise) of the Company), (B) any existing applicable law, rule or regulation applicable to the Company (other than the securities or blue sky laws of any jurisdiction, as to which we express no opinion) or (C) any judgment, order

3

or decree known to us of any government, governmental instrumentality or court, domestic or foreign, or any regulatory body or administrative agency or other governmental body having jurisdiction over the Company.

10.     Neither the Company nor SoCo Capital is and, after giving effect to the offering and sale of the Notes, will be an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement, the Final Supplemented Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraphs 5, 6 and 7 above. In the course of the preparation by the Company of the Registration Statement, the Final Supplemented Prospectus and the Exchange Act Documents, we participated in conferences with certain officers and employees of the Company, with representatives of Deloitte & Touche LLP and with your counsel. Based upon our examination of the Registration Statement, the Final Supplemented Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statement, the Final Supplemented Prospectus and the Exchange Act Documents and our participation in the conferences referred to above, (i) we are of the opinion that the Registration Statement, as of its effective date, and the Final Supplemented Prospectus, as of November 8, 2005, complied as to form in all material respects with the relevant requirements of the Act and the applicable rules and regulations of the Commission thereunder and that the Exchange Act Documents, as of their respective dates of filing with the Commission, complied as to form in all material respects with the relevant requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion as to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Final Supplemented Prospectus or the Exchange Act Documents, and (ii) nothing came to our attention which gives us reason to believe that the Registration Statement, as of the date of filing of the Form 10-K (including the Exchange Act Documents on file with the Commission as of such date), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Final Supplemented Prospectus (including the Exchange Act Documents) contained, as of its date, or contains, on the date hereof, any untrue statement of a material fact or omitted, as of its date, or omits, on the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no opinion or belief with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Final Supplemented Prospectus or the Exchange Act Documents and with respect to information set forth in the Final Supplemented Prospectus under the caption “Description of the Series C Senior Notes – Book-Entry Only Issuance – The Depository Trust Company.”

4

We are members of the State Bar of Georgia and we do not express any opinion herein concerning any law other than the law of the State of Georgia and the federal law of the United States and, to the extent set forth herein, the laws of the States of Delaware and New York.

This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by or furnished to any other person without our prior written consent, except that Dewey Ballantine LLP may rely on this opinion in giving its opinion pursuant to Section 5(c)(3) of the Underwriting Agreement insofar as such opinion relates to matters of Georgia law.

Yours very truly,

TROUTMAN SANDERS LLP

5

Schedule III

[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]

__________ __, 2005

Southern Company Capital Funding, Inc.

1403 Foulk Road, Suite 102

Wilmington, Delaware 19803

The Southern Company

270 Peachtree Street, N.W.

Atlanta, Georgia 30303

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019,

as Representative of the Several Underwriters

Ladies and Gentlemen:

We have acted as counsel for The Bank of New York, a New York banking corporation (“BNY”), in connection with the purchase by the underwriters (the “Underwriters”) pursuant to the Underwriting Agreement dated November 8, 2005 among Southern Company Capital Funding, Inc., a Delaware corporation (the “Company”), The Southern Company, a Delaware corporation (the “Guarantor”), and the Underwriters of $250,000,000 principal amount of Series C 5.75% Senior Notes due November 15, 2015 (the “Notes”) issued by the Company. The Notes are being issued under the Senior Note Indenture dated as of February 1, 2002 among the Company, the Guarantor and BNY, as trustee (in such capacity, the “Trustee”), as amended and supplemented, including by the Third Supplemental Indenture dated as of November 16, 2005 among the Company, the Guarantor and the Trustee (collectively, the “Indenture”).

For purposes of this opinion, we have reviewed the Indenture and such other documents, records and papers, and satisfied ourselves as to such other matters, as we have deemed necessary or appropriate for this opinion. As to questions of fact material to this opinion, we have relied upon certificates of BNY and of public officials. In such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies or forms and the authenticity of the originals of such latter documents. We have assumed that BNY has been duly incorporated and that the Indenture has been duly authorized, executed and delivered by the Company and

the Guarantor and constitutes the valid and binding agreement of, and is enforceable in accordance with its terms against, the Company and the Guarantor.

Based upon the foregoing and subject to the qualifications below, we are of the opinion that:

1.       BNY is a banking corporation validly existing under the laws of the State of New York with corporate power and authority to enter into and perform its obligations under the Indenture.

2.       The Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a valid and binding agreement of the Trustee enforceable against the Trustee in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing.

We are members of the Bar of the State of New York and, for purposes of this opinion, do not hold ourselves out as experts on the laws of any jurisdiction other than the State of New York. The opinions expressed herein are limited to matters governed by the laws of the State of New York.

This opinion is solely for the benefit of the Company, the Guarantor and the Underwriters in connection with the issuance and sale by the Company of the Notes and may not be relied upon by the Company, the Guarantor or the Underwriters for any other purpose, or relied upon by or furnished to any other person, without our prior written consent.

Very truly yours,

2

Schedule IV

[Letterhead of DEWEY BALLANTINE LLP]

__________ __, 2005

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019,

as Representative to the Several Underwriters

SOUTHERN COMPANY CAPITAL FUNDING, INC.

Series C 5.75% Senior Notes due November 15, 2015

Ladies and Gentlemen:

In connection with (i) the issuance and sale by Southern Company Capital Funding, Inc. (“SoCo Capital”) of $250,000,000 principal amount of its Series C 5.75% Senior Notes due November 15, 2015 (the “Notes”) pursuant to an Indenture dated as of February 1, 2002, among Southern Company Capital Funding, Inc. (“SoCo Capital”), The Southern Company (the “Company”), and The Bank of New York, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture dated as of November 16, 2005, (collectively, the “Indenture”); and (ii) the Company's issuance of a guarantee (the “Notes Guarantee”) of the Notes pursuant to the terms of the Indenture, we have acted as counsel to you and the other underwriters named in Schedule I (the “Underwriters”) to the Underwriting Agreement dated November 8, 2005, among the Company, SoCo Capital and the Underwriters for whom you are acting as representative (the “Underwriting Agreement”). This opinion is being delivered to you pursuant to Section 5(c)(3) of the Underwriting Agreement.

All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement.

In rendering the opinions expressed below, we have examined the Registration Statement on Form S-3 (Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03) pertaining to the Notes, the Notes Guarantee and certain other securities (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), and the related prospectus dated August 7, 2001, as supplemented by a prospectus supplement dated November 8, 2005 (the “Final Supplemented Prospectus”), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2004 (the “Form 10-K”), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 and the Current Reports on Form 8-K of the Company

dated February 15, 2005, February 16, 2005, February 21, 2005, March 25, 2005, May 5, 2005, May 17, 2005, June 16, 2005, July 8, 2005, August 29, 2005, October 10, 2005 and November 8, 2005 (the “Exchange Act Documents”), each as filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.

Based on the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the law of the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof and addressed to you, that:

1.       The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Indenture and the Underwriting Agreement.

2.       SoCo Capital has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware and has due corporate authority to conduct the business in which it is engaged and to own and operate the properties used by it in such business, to enter into and perform its obligations under the Underwriting Agreement and the Indenture and to issue the Notes.

3.       The execution, delivery and performance by the Offerors of the Underwriting Agreement have been duly authorized by all necessary corporate action of the Offerors, and the Underwriting Agreement has been duly executed and delivered by the Offerors.

4.       All orders, consents or other authorizations or approvals of the Commission legally required for the issuance and delivery of the Notes and the Notes Guarantee have been obtained; such orders are sufficient for the issuance and delivery of the Notes and the Notes Guarantee; the issuance and delivery of the Notes and the Notes Guarantee conform in all material respects with the terms of such orders; and no other order, consent or other authorization or approval of any United States federal governmental body is legally required for the issuance and delivery of the Notes and the Notes Guarantee in accordance with the terms of the Underwriting Agreement.

5.       The Indenture has been duly authorized, executed and delivered by SoCo Capital and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of SoCo Capital, enforceable

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against SoCo Capital in accordance with its terms, subject to the qualifications that the enforceability of SoCo Capital's obligations under the Indenture may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Indenture conforms as to legal matters in all material respects to the description thereof in the Final Supplemented Prospectus.

6.       The Notes have been duly authorized and executed by SoCo Capital and, when authenticated by the Trustee in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and binding obligations of SoCo Capital enforceable against SoCo Capital in accordance with their terms, subject to the qualifications that the enforceability of SoCo Capital's obligations under the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Notes conform as to legal matters in all material respects to the description thereof in the Final Supplemented Prospectus.

7.       Each of the Indenture and the Notes Guarantee has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of the Indenture by the Trustee, constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications that the enforceability of the Company's obligations under the Indenture and the Notes Guarantee may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Notes Guarantee conforms as to legal matters in all material respects to the description thereof in the Final Supplemented Prospectus.

8.       The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement, the Final Supplemented Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraphs 5, 6 and 7 above. In the course of the preparation by the Company of the Registration Statement, the Final Supplemented Prospectus and the Exchange Act Documents, we participated in conferences with certain officers and employees of the Company, with counsel for the Company and SoCo Capital, and with representatives of Deloitte & Touche LLP. Based upon our examination of the Registration Statement, the Final Supplemented Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statement and the Final Supplemented Prospectus and our participation in the conferences referred to above, (i) we are of the opinion that the Registration Statement, as of its effective date, and the Final Supplemented Prospectus, as of

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November 8, 2005, complied as to form in all material respects with the relevant requirements of the Act and the applicable rules and regulations of the Commission thereunder and that the Exchange Act Documents, as of their respective dates of filing with the Commission, complied as to form in all material respects with the relevant requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion as to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Final Supplemented Prospectus or the Exchange Act Documents, and (ii) nothing came to our attention which gives us reason to believe that the Registration Statement, as of the date of filing of the Form 10-K (including the Exchange Act Documents on file with the Commission as of such date), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Final Supplemented Prospectus (including the Exchange Act Documents) contained, as of its date, or contains, on the date hereof, any untrue statement of a material fact or omitted, as of its date, or omits, on the date hereof, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no opinion or belief with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Final Supplemented Prospectus or the Exchange Act Documents and with respect to information set forth in the Final Supplemented Prospectus under the caption “Description of the Series C Senior Notes – Book-Entry Only Issuance – The Depository Trust Company.”

We are members of the State Bar of New York and we do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and, to the extent set forth herein, the laws of the States of Delaware and Georgia.

This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent, except that Troutman Sanders LLP may rely on this opinion in giving its opinions dated the date hereof pursuant to Section 5(c)(1) of the Underwriting Agreement and to Sections 102, 302 and 904 of the Indenture, insofar as such opinions relate to matters of New York law.

Very truly yours,

DEWEY BALLANTINE LLP

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EX-4

Exhibit 4.2

SOUTHERN COMPANY CAPITAL FUNDING, INC.

AND

THE SOUTHERN COMPANY

TO

THE BANK OF NEW YORK,

TRUSTEE.

____________________

THIRD SUPPLEMENTAL INDENTURE

DATED AS OF NOVEMBER 16, 2005

____________________

SERIES C 5.75% SENIOR NOTES

DUE NOVEMBER 15, 2015

TABLE OF CONTENTS¹

ARTICLE 1	SERIES C SENIOR NOTES	2
SECTION 101.	Establishment	2
SECTION 102.	Definitions	2
SECTION 103.	Payment of Principal and Interest	3
SECTION 104.	Denominations	3
SECTION 105.	Global Securities	3
SECTION 106.	Transfer	4
SECTION 107.	Redemption at the Company’s Option	4
ARTICLE 2	MISCELLANEOUS PROVISIONS	5
SECTION 201.	Recitals by Company	5
SECTION 202.	Ratification and Incorporation of Original Indenture	5
SECTION 203.	Executed in Counterparts	5

_________________________

1This Table of Contents does not constitute part of the Indenture or have any bearing upon the interpretation of any of its terms and provisions.

i

THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 16th day of November, 2005, by and among SOUTHERN COMPANY CAPITAL FUNDING, INC., a Delaware corporation, 1403 Foulk Road, Suite 102, Wilmington, Delaware 19803 (the “Company”), THE SOUTHERN COMPANY, a Delaware corporation, 270 Peachtree Street, N.W., Atlanta, Georgia 30303 (the “Guarantor”), and The Bank of New York, a New York banking corporation, 101 Barclay Street, 21 West, New York, New York 10286 (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company and the Guarantor have heretofore entered into a Senior Note Indenture, dated as of February 1, 2002 (the “Original Indenture”), with The Bank of New York, as heretofore supplemented;

WHEREAS, the Original Indenture is incorporated herein by this reference and the Original Indenture, as heretofore supplemented and as further supplemented by this Third Supplemental Indenture, is herein called the “Indenture”

WHEREAS, under the Original Indenture, a new series of Senior Notes may at any time be established by the Board of Directors of the Company in accordance with the provisions of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company, the Guarantor and the Trustee;

WHEREAS, the Company proposes to create under the Indenture a new series of Senior Notes;

WHEREAS, additional Senior Notes of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from time to time pursuant to the Indenture as at the time supplemented and modified; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Third Supplemental Indenture and to make it a valid and binding obligation of each of the Company and the Guarantor have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

SERIES C SENIOR NOTES

SECTION 101.           Establishment. There is hereby established a new series of Senior Notes to be issued under the Indenture, to be designated as the Company’s Series C 5.75% Senior Notes due November 15, 2015 (the “Series C Notes”).

There are to be authenticated and delivered $250,000,000 principal amount of Series C Notes, and such principal amount of the Series C Notes may be increased from time to time pursuant to Section 301 of the Original Indenture. All Series C Notes need not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of additional Series C Notes. Any such additional Series C Notes will have the same interest rate, maturity and other terms as those initially issued. No Series C Notes shall be authenticated and delivered in excess of the principal amount as so increased except as provided by Sections 203, 303, 304, 907 or 1107 of the Original Indenture. The Series C Notes shall be issued in definitive fully registered form.

The Series C Notes shall be issued in the form of one or more Global Securities in substantially the form set out in Exhibit A hereto. The Depositary with respect to the Series C Notes shall be The Depository Trust Company.

The form of the Trustee’s Certificate of Authentication for the Series C Notes shall be in substantially the form set forth in Exhibit B hereto. A notation of the Notes Guarantee shall be set forth on each Series C Note in substantially the form in Section 1304 of the Original Indenture.

Each Series C Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for.

SECTION 102.           Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.

“Initial Redemption Date” means November 15, 2010.

“Interest Payment Dates” means May 15 and November 15 of each year, commencing May 15, 2006.

“Original Issue Date” means November 16, 2005.

“Regular Record Date” means, with respect to each Interest Payment Date, the close of business on the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day).

“Stated Maturity” means November 15, 2015.

SECTION 103.          Payment of Principal and Interest. The principal of the Series C Notes shall be due at Stated Maturity (unless earlier redeemed). The unpaid principal amount of the Series C Notes shall bear interest at the rate of 5.75% per annum until paid or duly provided for. Interest shall be paid semiannually in arrears on each Interest Payment Date to the Person in whose name the Series C Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity of principal or on a Redemption Date as

2

provided herein will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may either be paid to the Person or Persons in whose name the Series C Notes are registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Series C Notes not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Series C Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Original Indenture.

Payments of interest on the Series C Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Series C Notes shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on the Series C Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable.

Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Series C Notes shall be made upon surrender of the Series C Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series C Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto.

SECTION 104.         Denominations. The Series C Notes may be issued in denominations of $1,000, or any integral multiple thereof.

SECTION 105.           Global Securities. The Series C Notes will be issued in the form of one or more Global Securities registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series C Notes represented by one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series C Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.

Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series C Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee. The rights of Holders of such Global Security shall be exercised only through the Depositary.

3

Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series C Notes registered in the names of persons other than the Depositary or its nominee only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company, in each case within 90 days after the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion determines that such Global Security shall be so exchangeable, or (iii) there shall have occurred an Event of Default with respect to the Series C Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series C Notes registered in such names as the Depositary shall direct.

SECTION 106.          Transfer. No service charge will be made for any transfer or exchange of Series C Notes, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

The Company shall not be required (a) to issue, transfer or exchange any Series C Notes during a period beginning at the opening of business fifteen (15) days before the date of the mailing of a notice pursuant to Section 1104 of the Original Indenture identifying the serial numbers of the Series C Notes to be called for redemption, and ending at the close of business on the date of the mailing, or (b) to issue, transfer or exchange any Series C Notes theretofore selected for redemption in whole or in part, except the unredeemed portion of any Series C Notes redeemed in part.

SECTION 107.           Redemption at the Company’s Option. The Series C Notes will be subject to redemption at the option of the Company in whole or in part, without premium or penalty, at any time or from time to time on or after November 15, 2010, at a Redemption Price equal to 100% of the principal amount of the Series C Notes to be redeemed plus any accrued and unpaid interest thereon to the Redemption Date.

In the event of redemption of the Series C Notes in part only, a new Series C Note or Notes for the unredeemed portion will be issued in the name or names of the Holders thereof upon the surrender thereof.

The Series C Notes will not have a sinking fund.

Notice of redemption shall be given as provided in Section 1104 of the Original Indenture.

Any redemption of less than all of the Series C Notes shall, with respect to the principal thereof, be divisible by $1,000.

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ARTICLE 2

MISCELLANEOUS PROVISIONS

SECTION 201.          Recitals by Company. The recitals in this Third Supplemental Indenture are made by the Company only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of Series C Notes and of this Third Supplemental Indenture as fully and with like effect as if set forth herein in full.

SECTION 202.         Ratification and Incorporation of Original Indenture. As heretofore supplemented and as supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture as heretofore supplemented and as supplemented by this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument.

SECTION 203.          Executed in Counterparts. This Third Supplemental Indenture may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

5

IN WITNESS WHEREOF, each party hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, all as of the day and year first above written.

	SOUTHERN COMPANY CAPITAL FUNDING, INC.
ATTEST:
By:	By:
Wayne Boston	Kimberly S. Greene
Assistant Secretary	President and Chief Executive Officer
ATTEST:	THE SOUTHERN COMPANY
By:	By:
Patricia L. Roberts	Thomas A. Fanning
Assistant Secretary	Executive Vice President, Chief Financial Officer and Treasurer
ATTEST:	THE BANK OF NEW YORK,
	as Trustee
By:	By:
Name: Title:	Name: Title:

EXHIBIT A

FORM OF SERIES C NOTE

NO. __ CUSIP NO. 842634AG2

SOUTHERN COMPANY CAPITAL FUNDING, INC.

SERIES C 5.75% SENIOR NOTE

DUE NOVEMBER 15, 2015

Principal Amount: $______________

Regular Record Date:                  15th calendar day prior to Interest Payment Date (whether or not a Business Day)

Original Issue Date: November 16, 2005

Stated Maturity: November 15, 2015

Interest Payment Dates: May 15 and November 15

Interest Rate: 5.75% per annum

Authorized Denomination: $1,000

Initial Redemption Date: November 15, 2010

Southern Company Capital Funding, Inc., a Delaware corporation (the “Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to _____________________________________, or registered assigns, the principal sum of ________________________________ DOLLARS ($__________) on the Stated Maturity shown above (or upon earlier redemption), and to pay interest thereon from the Original Issue Date shown above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on each Interest Payment Date as specified above, commencing on May 15, 2006 and on the Stated Maturity (or upon earlier redemption) at the rate per annum shown above until the principal hereof is paid or made available for payment and on any overdue principal and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity or on a Redemption Date) will, as provided in such Indenture, be paid to the Person in whose name this Note (the “Note”) is registered at the close of business on the Regular Record Date as specified above next preceding such Interest Payment Date, provided that any interest payable at the Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of

any securities exchange, if any, on which the Notes of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. A “Business Day” shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in New York City are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business.

Payment of the principal of and interest due at the Stated Maturity or earlier redemption of the Series C Notes shall be made upon surrender of the Series C Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Series C Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payment of interest (including interest on an Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer or other electronic transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 16 days prior to the date for payment by the Person entitled thereto.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

SOUTHERN COMPANY CAPITAL

FUNDING, INC.

By:
	Vice President

Attest:

Assistant Secretary

{Seal of SOUTHERN COMPANY CAPITAL FUNDING, INC. appears here}

NOTES GUARANTEE

FOR VALUE RECEIVED, THE SOUTHERN COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Senior Notes upon which this notation of the Notes Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of this Senior Note issued by Southern Company Capital Funding, Inc. (the “Company”), pursuant to the terms of the Notes Guarantee contained in Article XIII of the Indenture, the due and punctual payment of the principal of and premium, if any, and interest on this Senior Note, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration or otherwise, in accordance with the terms of this Senior Note and the Indenture.

The obligations of the Guarantor to the Holders of the Senior Notes and to the Trustee pursuant to the Notes Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture, and reference is hereby made to such Article and the Indenture for the precise terms of the Notes Guarantee.

This Notes Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

The Notes Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Senior Note upon which this notation of the Notes Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

(SEAL) THE SOUTHERN COMPANY

Attest:

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK,

as Trustee

By:
	Authorized Signatory

(Reverse Side of Note)

This Note is one of a duly authorized issue of Senior Notes of the Company (the “Notes”), issued and issuable in one or more series under a Senior Note Indenture, dated as of February 1, 2002, as supplemented (the “Indenture”), among the Company, the Guarantor and The Bank of New York, Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures incidental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes issued thereunder and of the terms upon which said Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as Series C 5.75% Senior Notes due November 15, 2015 (the “Series C Notes”) which is unlimited in aggregate principal amount. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.

The Series C Notes will be subject to redemption at the option of the Company in whole or in part at any time and from time to time on or after November 15, 2010, without premium or penalty, at a Redemption Price equal to 100% of the principal amount of Series C Notes to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date.

In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the surrender hereof. The Series C Notes will not have a sinking fund.

If an Event of Default with respect to the Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Notes at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar and duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations and of like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same upon surrender of the Note or Notes to be exchanged at the office or agency of the Company.

This Note shall be governed by, and construed in accordance with, the internal laws of the State of New York.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-	as tenants in	UNIF GIFT MIN ACT- _______ Custodian ________
	common				(Cust)	(Minor)
TEN ENT-	as tenants by the
	entireties		under Uniform Gifts to
JT TEN-	as joint tenants		Minors Act
	with right of
	survivorship and		________________________
	not as tenants			(State)
	in common

Additional abbreviations may also be used
	though not on the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

agent to transfer said Note on the books of the Company, with full power of substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.

EXHIBIT B

CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK,

as Trustee

By:
	Authorized Signatory

EX-5

Exhibit 5.1

TROUTMAN SANDERS LLP

ATTORNEYS AT LAW

A LIMITED LIABILITY PARTNERSHIP

BANK OF AMERICA PLAZA

600 PEACHTREE STREET, N.E. - SUITE 5200

ATLANTA, GEORGIA 30308-2216

www.troutmansanders.com

TELEPHONE: 404-885-3000

FACSIMILE: 404-885-3900

November 16, 2005

The Southern Company

270 Peachtree Street, N.W.

Atlanta, Georgia 30303

Southern Company Capital Funding, Inc.

1403 Foulk Road, Suite 102

Wilmington, Delaware

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to The Southern Company (“Southern”) and Southern Company Capital Funding, Inc. (“Capital”) in connection with the above-referenced Registration Statement on Form S-3 (Registration Statement Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) relating to $250,000,000 aggregate principal amount of Capital’s Series C 5.75% Senior Notes due November 15, 2015 (the “Notes”) and Southern’s guarantee of the Notes (the “Notes Guarantee”). The Notes and the Notes Guarantee will be issued pursuant to the Senior Note Indenture dated as of February 1, 2002 among Southern, Capital and The Bank of New York, as trustee (the “Trustee”), as heretofore supplemented and amended and as further supplemented and amended by a Third Supplemental Indenture dated as of November 16, 2005 (collectively, the “Indenture”).

We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Southern and Capital.

ATLANTA • HONG KONG • LONDON • NEW YORK • NORFOLK • RALEIGH

RICHMOND • TYSONS CORNER • VIRGINIA BEACH • WASHINGTON, D.C.

TROUTMAN SANDERS LLP

ATTORNEYS AT LAW
	A LIMITED LIABILITY PARTNERSHIP

The Southern Company

Southern Company Capital Funding, Inc.

November 16, 2005

Page 2

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that (i) the Notes are valid, binding and legal obligations of Capital enforceable against Capital in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered in a proceeding at law or in equity) and (ii) the Notes Guarantee is a valid, binding and legal obligation of Southern enforceable against Southern in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered in a proceeding at law or in equity). In rendering the foregoing opinion, with respect to matters of New York law, we have relied on the opinion of Dewey Ballantine LLP attached hereto as Annex I.

We are members of the State Bar of Georgia and we do not express any opinion herein concerning any law other than the law of the States of Georgia and Delaware and the federal law of the United States and, to the extent set forth herein, the law of the State of New York.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the statements with respect to our name under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. In giving the foregoing consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. This opinion may not be furnished or quoted to, or relied upon by, any other person for any purpose, without our prior written consent.

Very truly yours,
/s/TROUTMAN SANDERS LLP
TROUTMAN SANDERS

November 16, 2005

Troutman Sanders LLP

600 Peachtree Street, N.E.

Suite 5200

Atlanta, Georgia 30308

RE: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to the underwriters in connection with the Registration Statement on Form S-3, as amended (Registration Statement Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03) (the “Registration Statement”), relating to $250,000,000 aggregate principal amount of Southern Company Capital Funding’s (“SoCo Capital”) Series C 5.75% Senior Notes due November 15, 2015 (the “Notes”) and The Southern Company’s (the “Company”) guarantee of the Notes (the “Notes Guarantee”). The Notes and the Notes Guarantee will be issued pursuant to a Senior Note Indenture dated as of February 1, 2002 among SoCo Capital, the Company and The Bank of New York, as trustee (the “Trustee”), as heretofore supplemented and amended and as further supplemented and amended by a Third Supplemental Indenture dated as of November 16, 2005 (the “Indenture”).

We have examined the Registration Statement and the Indenture, which has been filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement. We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of SoCo Capital and the Company.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications and limitations stated

November 16, 2005

Page 3

herein, we are of the opinion that (i) the Notes are valid, binding and legal obligations of SoCo Capital, enforceable against SoCo Capital in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered in a proceeding at law or in equity) and (ii) the Notes Guarantee is a valid, binding and legal obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered in a proceeding at law or in equity).

We are members of the State Bar of New York and we do not express any opinion concerning any law other than the law of the State of New York.

This opinion is furnished solely for your benefit in connection with your rendering an opinion to the Company and SoCo Capital to be filed as Exhibit 5.1 to the Registration Statement and we hereby consent to your attaching this opinion as an annex to such opinion. This opinion may not be relied upon by you for any other purpose, or quoted to or relied upon by any other person, firm or entity for any purpose, without our prior written consent. In giving our consent to your attaching this opinion to the opinion being rendered by you, we do not thereby admit that we came within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ DEWEY BALLANTINE LLP

DEWEY BALLANTINE LLP

EX-12

Exhibit 12.1 11/15/2005
THE SOUTHERN COMPANY
Computation of ratio of earnings to fixed charges for
the five years ended December 31, 2004
and the year to date September 30, 2005
								Nine
								Months
								Ended
								September 30,
			2000	2001	2002	2003	2004	2005
----------------------------------------------Thousands of Dollars---------------------------------------------------
EARNINGS AS DEFINED IN ITEM 503 OF REGULATION S-K:
Earnings from continuing operations before income taxes	$1,581,877			$1,676,260	$1,846,003	$2,085,644	$2,119,183	$2,002,653
Preferred stock dividends of subsidiaries	19,194			18,452	17,340	21,167	29,815	22,229
Interest expense, net of amounts capitalized	642,685			557,625	491,888	527,295	640,260	551,168
Distributions on mandatorily redeemable preferred securities	169,090			168,594	174,687	151,358	27,230	0
AFUDC - Debt funds	44,357			25,924	16,816	12,370	17,970	16,028
Earnings as defined	$2,457,203			$2,446,855	$2,546,734	$2,797,834	$2,834,458	$2,592,078
FIXED CHARGES AS DEFINED IN ITEM 503 OF REGULATION S-K:
Interest on long-term debt		$485,618		$463,710	$476,047	$491,066	$499,737	$414,372
Interest on affiliated loans		(134)		(12,244)	0	0	99,737	95,791
Interest on interim obligations		134,033		82,386	29,925	18,035	8,671	15,790
Amort of debt disc, premium and expense, net		30,248		30,809	20,084	28,575	36,906	27,753
Other interest charges		37,277		18,888	(17,352)	1,989	13,179	13,490
Distributions on mandatorily redeemable preferred securities		169,090		168,594	174,687	151,358	27,230	0
Fixed charges as defined		$856,132		$752,143	$683,391	$691,023	$685,460	$567,196
RATIO OF EARNINGS TO FIXED CHARGES		2.87		3.25	3.73	4.05	4.14	4.57