File No. 70-8277


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549

                                    Amendment No. 8
                                (Post-Effective No. 2)
                                          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

                 (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

                     (Names 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
          Financial Vice President                 Troutman Sanders
            The Southern Company              600 Peachtree Street, N.E.
          64 Perimeter Center East                    Suite 5200
           Atlanta, Georgia 30346            Atlanta, Georgia  30308-2216







                                 INFORMATION REQUIRED


          Item 1.  Description of Proposed Transactions.

                   The first paragraph of Item 1.2 as amended by Amendment

          No. 7 (Post-Effective No. 1) is hereby deleted and replace with

          the following:

                   "Southern now requests authority to issue and sell up to

          25 million shares of Additional Common Stock (as such number may

          be adjusted for any stock split or distribution hereafter

          authorized) from time to time through December 31, 1999,

          inclusive of the remaining 9.4 million shares of Additional

          Common Stock that Southern is currently authorized to issue and

          sell under the terms of the 1994 Order.  Some or all of the

          Additional Common Stock may be issued and sold through a primary

          shelf registration program in accordance with Rule 415 under the

          Securities Act of 1933, as amended (the "Securities Act"), as

          heretofore described in this proceeding (but without regard to

          any limitation imposed under former Rule 50), or otherwise to or

          through one or more underwriters or dealers for resale in one or

          more public offerings, or to investors directly or through

          agents."

                   The first paragraph of Item 1.3 as amended by Amendment

          No. 7 (Post-Effective No. 1 is hereby deleted and replace with

          the following:

                   "Southern requests authority for an increase from $500

          million to $1.2 billion in the aggregate principal amount of

          securities of EWGs and FUCOs in respect of which Southern may at

          any time provide Guarantees, and for an extension of the date







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          through which such Guarantees may be issued from December 31,

          1996 to December 31, 1999, provided that any Guarantee

          outstanding on December 31, 1999 would expire or terminate in

          accordance with its terms; and provided further that the sum of

          (i) the principal amount of securities of EWGs and FUCOs in

          respect of which Guarantees are at any time outstanding, (ii) the

          net proceeds of sales of the 25 million shares of Additional

          Common Stock invested directly or indirectly by Southern in EWGs

          and FUCOs, as herein proposed, (iii) the net proceeds of sales of

          additional shares of Southern's common stock invested directly or

          indirectly in EWGs and FUCOs, as authorized in File No. 70-8435,

          and (iv) the proceeds of short-term and term loan borrowings

          and/or commercial paper sales by Southern at any time invested in

          EWGs and FUCOs, as authorized in File No. 70-8309, shall at no

          time in the aggregate exceed the greater of (x) $1.072 billion,

          and (y) 50% of Southern's "consolidated retained earnings,"

          determined in accordance with Rule 53(a)  (hereinafter, the "Rule

          53 Limitation").  The current Rule 53 Limitation ($1.072 billion)

          is based on Southern's "consolidated retained earnings" and

          "aggregate investment" at March 31, 1995, as shown in Item 1.4,

          below."







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                                      SIGNATURE

                   Pursuant to the requirements of the Public Utility

          Holding Company Act of 1935, the undersigned company has duly

          caused this statement to be signed on its behalf by the

          undersigned thereunto duly authorized.



          Dated:  June 21, 1995              THE SOUTHERN COMPANY



                                             By: /s/Tommy Chisholm
                                                Tommy Chisholm, Secretary