File No. 70-8309



                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549

                                   Amendment No. 6
                          (Post-Effective Amendment No. 3) 
                                          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 the above agents for service and to:


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







          Item 1.   Description of Proposed Transactions.

               Item 1.3 as amended by Amendment No. 4 (Post-Effective

          Amendment No 1) is hereby deleted and replaced with the

          following:

               "1.3 Use of Proceeds of Borrowings/Commercial Paper Sales.

          Southern also requests authority to utilize up to $1 billion of

          the proceeds from borrowings and/or commercial paper sales to

          make investments from time to time in one or more EWGs or FUCOs

          in order to fund, in whole or in part, investments by such

          subsidiaries in facilities that such subsidiaries are permitted

          to acquire and own, and to fund ongoing development costs

          associated with potential direct or indirect investments by

          Southern in such entities;1 provided that, the sum of (i) the

          proceeds of short-term and term loan borrowings and/or commercial

          paper sales at any time invested by Southern in EWGs and FUCOs,

          as authorized herein, (ii)  the net proceeds of sales of new

          common stock used for the purpose of acquiring the securities of

          or other interest in any such entities, as authorized in File

          Nos. 70-8277 and 70-8435, and (iii) the principal amount of

          securities of any EWGs or FUCOs at any time outstanding in

          respect of which Southern has provided a guarantee, as authorized

          in File No. 70-8277, shall not, in the aggregate, exceed the

          greater of (i) $1.072 billion, and (ii) the difference, at any

          point in time, between 50% of Southern's "consolidated retained

                              

               1  Investments in such entities may also be made  indirectly
          through  special purpose  subsidiaries, referred  to as  "Project
          Parents," in accordance with Southern's authorization in File No.
          70-8421. (See HCAR No. 26096, dated August 3, 1994).  




                                        - 2 -



          earnings" and Southern's "aggregate investment," each as

          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."  

                                      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: July 5, 1995                THE SOUTHERN COMPANY



                                             By /s/Tommy Chisholm
                                                   Tommy Chisholm
                                                      Secretary