CERTIFICATE OF NOTIFICATION

                                       filed by

                                 THE SOUTHERN COMPANY
                        SOUTHERN ELECTRIC INTERNATIONAL, INC.
                 THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC. 
                    formerly THE SOUTHERN INVESTMENT GROUP, INC.    

          Pursuant to order of the Securities and Exchange Commission dated
          October 20, 1987, in the matter of File No. 70-7209.

                                 - - - - - - - - - -

               The above named companies HEREBY CERTIFY to said Commission,

          pursuant to Rule 24, that the following transactions have been

          carried out in accordance with the terms and conditions of and

          for the purposes represented by the statement on Form U-1, as

          amended, and of said order with respect thereto.  The items

          listed below are in response to the reporting criteria as

          established by Amendment No. 5 in this proceeding.  Such

          information, as of March 31, 1994, is as follows:

                       Item                             Response

          (1)  Amounts and forms of          In December, 1991, SEI
               investments, and              contributed approximately $5
               obligations of each           million in equity in the
               project undertaken            Kalaeloa Project located in
               pursuant to the authority     Oahu, Hawaii.  An SEWG
               requested in Items 1.1        subsidiary, SEI Birchwood,
               and 1.2                       Inc., entered into a Power
                                             Purchase and Operating
                                             Agreement with Virginia
                                             Electric and Power Company as
                                             of July 13, 1990 in connection
                                             with a generation plant to be
                                             built in Virginia.  As of
                                             March 31, 1994, SEI had
                                             expended from working capital
                                             approximately $68 million on
                                             project development.


           (2) Amounts and forms of: 
               (i) guarantees and
               similar provisions and         








                                         -2-

               arrangements concerning 
               the Subsidiaries'
               performance and
               undertaking of other                       None
               obligations and

               (ii) indemnifications of
               and with respect to
               persons acting as surety
               on bonds or other
               obligations on behalf of
               the Subsidiaries, in
               which Southern has
               agreed, in the context of
               project bids made by the
               Subsidiaries, to grant in
               the event any such bids
               made by the Subsidiaries
               are accepted by the bid                    None
               issuers;
                                             The form of this arrangement
          (3)  Amounts and forms of:         is a guarantee by The Southern
               (i) guarantees and            Company.
               similar provisions and
               arrangements concerning       The Southern Company has also
               the Subsidiaries'             entered into a Support
               performance and               Agreement pursuant to which it
               undertaking of other          has agreed to set aside
               obligations, which            $2,500,000 of its $125,000,000
               Southern has actually         funding authority for the
               granted and are currently     Subsidiaries and to make it
               effective, and                available to Southern Electric
                                             International, Inc. so that
                                             Southern Electric
                                             International, Inc. can meet
                                             certain of its own
                                             obligations.




               (ii)  indemnifications of
               and with respect to
               persons acting as surety
               on bonds or other
               obligations on behalf of                   None
               the Subsidiaries, which
               Southern has actually
               granted and are currently
               effective.







                                         -3-


               Pursuant to the requirements of the Public Utility Holding

          Company Act of 1935, the undersigned companies have duly caused

          this certificate to be signed on their behalf by the undersigned

          thereunto duly authorized.


          Dated  May 2, 1994       THE SOUTHERN COMPANY


                                   By  /s/  Tommy Chisholm             
                                         Tommy Chisholm, Secretary


                                   SOUTHERN ELECTRIC INTERNATIONAL, INC.


                                   By  /s/  Tommy Chisholm             
                                         Tommy Chisholm, Secretary


                                   THE SOUTHERN DEVELOPMENT AND 
                                        INVESTMENT GROUP, INC.  (formerly 
                                        The Southern Investment Group, Inc.)


                                   By   /s/  Tommy Chisholm            
                                         Tommy Chisholm, Secretary