File No. 70-8233


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                AMENDMENT NO. 4
                                      TO
                                   FORM U-1

                          APPLICATION OR DECLARATION
                                     under
                The Public Utility Holding Company Act of 1935

                             THE SOUTHERN COMPANY
                           64 Perimeter Center East
                            Atlanta, Georgia  30346

                     SOUTHERN COMPANY COMMUNICATIONS, INC.
                           64 Perimeter Center East
                            Atlanta, Georgia  30346


              (Name of company or companies filing this statement
                 and addresses of principal executive offices)

                             THE SOUTHERN COMPANY

                (Name of top registered holding company parent
                        of each applicant or declarant)

                           Tommy Chisholm, Secretary
                             The Southern Company
                           64 Perimeter Center East
                            Atlanta, Georgia  30346

                  (Name and addresses of agents for service)

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


          W. L. Westbrook                      John D. McLanahan, Esq.
     Financial Vice President                      Troutman Sanders
       The Southern Company                     5200 NationsBank Plaza
     64 Perimeter Center East                 600 Peachtree Street, N.E.
      Atlanta, Georgia  30346                Atlanta, Georgia  30308-2216






                       INFORMATION REQUIRED

     The foregoing Application-Declaration (the "Application") is
hereby amended as set forth below.

1.   Item 1.2 is amended by adding the following language:

          Approximately 60 percent of the construction of the

     system has been completed.  The status of construction is

     that 231 sites will be completed by early 1995, and that the

     system will go into commercial operation by May 1, 1995. 

     Southern and Motorola have entered into a contract for

     construction of the wireless system as set forth in Exhibit

     B-5, filed pursuant to Rule 104 inasmuch as the contract

     contains competitively sensitively commercial information

     and is the subject of a confidentiality and non-disclosure

     agreement between Motorola and Southern.  Extension of

     payment and certain performance terms have been the subject

     of discussion and may be reflected in a subsequent contract

     amendment.  Early estimates of construction costs of the 231

     sites and prepaid operating and maintenance expenses all to

     be paid to Motorola under the contract were approximately

     $153 million.  The actual experience and current budgetary

     forecasts are set forth in the Capital Budget Summary

     submitted as Exhibit B-6.  This Exhibit shows cost of

     construction of the 231 sites is currently budgeted at just

     under $118 million, and that the total for prepaid operation

     and maintenance, switching, and construction is actually

     under the previous estimate by approximately $2 million.  An

     additional 50 to 60 sites and facilities will be leased from

     independent third parties at no additional investment or






     capital costs to Southern.  Indeed, costs may actually be

     reduced.  Site development cost reductions are now the

     subject of discussion with Motorola and the preponderance of

     rural as opposed to urban sites also points to the

     possibility of further cost reductions.

          There is no genuine or material dispute of facts

     between Dial Page and Southern.  Dial Page had made certain

     estimates for the construction of the 230 sites but these

     were based upon Southern's original estimates of an average

     cost of $650,000 per site, an average which is not

     applicable to the basic Southern system because of the fact

     that the Southern system does not use a conventional

     cellular design and has many sites located in rural areas. 

     Dial Page's contentions are merely based upon an arithmetic

     calculation drawn from an average cell site cost which is

     not applicable to the particular system involved.  Dial Page

     has offered no independent estimate of its own and

     arithmetic calculations based upon our own original

     estimates which have now been revised in the light of actual

     experience does not create a genuine dispute as to a

     material fact determinative of any issue in this proceeding. 

     This is particularly true since Southern does not seek any

     more than the $179 million investment authority so that Dial

     Page's argument that Southern should invest more is really

     irrelevant to the issue to be determined by the Commission

     in this application.

2.   Item 6(a) is hereby amended by adding thereto as follows:


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          B-5, Motorola contract (Confidential Rule 104

     submission), B-6, Capital Budget Summary (Confidential Rule

     104 submission).



                            SIGNATURE

     Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, the undersigned companies have duly caused

this statement to be signed on their behalf by the undersigned

thereunto duly authorized.

Dated:  December 19, 1994.



THE SOUTHERN COMPANY



By: /s/Tommy Chisholm
    Tommy Chisholm, Secretary


SOUTHERN COMPANY COMMUNICATIONS, INC.



By: /s/Tommy Chisholm
    Tommy Chisholm, Secretary



















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