File No. 70-8505

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                   Amendment No. 8
                           (Post-Effective Amendment No. 5)
                                          to

                        APPLICATION OR DECLARATION on FORM U-1

                                        under

                    The Public Utility Holding Company Act of 1935


             THE SOUTHERN COMPANY     MOBILE ENERGY SERVICES HOLDINGS, INC.
           64 Perimeter Center East      900 Ashwood Parkway - Suite 500 
           Atlanta, Georgia  30346           Atlanta, Georgia   30338

                        SOUTHERN ELECTRIC INTERNATIONAL, INC.
                           900 Ashwood Parkway - Suite 500
                               Atlanta, Georgia  30338

                 (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          Thomas G. Boren, President
            The Southern Company          Southern Electric International,
          64 Perimeter Center East                      Inc.
           Atlanta, Georgia 30346          900 Ashwood Parkway - Suite 500
                                               Atlanta, Georgia 30338


                     (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               Thomas G. Boren, President
           Financial Vice-President       Southern Electric International,
             The Southern Company                       Inc.
           64 Perimeter Center East       900 Ashwood Parkway - Suite 500
           Atlanta, Georgia  30346            Atlanta, Georgia  30338


                               John D. McLanahan, Esq.
                                   Troutman Sanders
                              600 Peachtree Street, N.E.
                                      Suite 5200
                             Atlanta, Georgia  30308-2216







               The Post-Effective Amendment to the Application or

          Declaration, as heretofore amended, is hereby further amended as

          follows: 

               "Item 1, Fees, Commissions and Expenses, is amended to read

          as follows.

               It is estimated that, through financial closing on the issue

          and sale of the Senior Securities, the fees, commissions and

          expenses incurred in connection with the transactions proposed

          herein will be as follows:

               S-1 Registration Fee                         $   89,656* 
               Printing and Engraving Expenses              $  200,000
               Trustees' Fees and Expenses                  $   50,000
               Collateral Agent Fee and Expenses            $   50,000
               Consulting and Engineering Fees and Expenses $  200,000
               Accountant Fees and Expenses                 $   50,000
               Rating Agencies Fees and Expenses            $  400,000
               Blue Sky Fees and Expenses                   $   10,000
               Bank Facility Set-Up Fees                    $   50,000
               Legal Fees and Expenses of Counsel for
                    Applicants:
                    Latham & Watkins                        $1,750,000
                    Troutman Sanders                        $1,430,000
                    Balch & Bingham                         $  225,000
               Legal Fees and Expenses of Counsel for
                    Others:
                    Winthrop, Stimson, Putnam & Roberts
                    (Underwriters' counsel)                 $1,000,000
                    Simpson Thacher and Bartlett
                    (Banque Paribas' counsel)               $   75,000
               Miscellaneous                                $  150,000

                                             Total          $5,729,656

               *    Based on assumed sale of $260 million principal amount
                    of First Mortgage Bonds. (Subject to change prior to
                    financial closing)." 








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                                      SIGNATURE

               Pursuant to the requirements of the Public Utility Holding

          Company Act of 1935, the undersigned companies have duly caused

          this Post-Effective Amendment to be signed on their behalf by the

          undersigned thereunto duly authorized.

          Dated:  July 11, 1995

                                      THE SOUTHERN COMPANY

                                      By: /s/Tommy Chisholm
                                          Tommy Chisholm
                                          Secretary


                                      MOBILE ENERGY SERVICES HOLDINGS, INC.

                                      By: /s/Tommy Chisholm
                                          Tommy Chisholm
                                          Secretary


                                      SOUTHERN ELECTRIC INTERNATIONAL, INC.

                                      By: /s/Tommy Chisholm
                                             Tommy Chisholm
                                             Secretary






















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