File No. 70-8399


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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




                                 INFORMATION REQUIRED



          Item 3.   Applicable Statutory Provisions.

               Item 3 is hereby amended by adding the following thereto:

               "Compliance with Rule 53.  Under Rule 53(a), the Commission

          shall not make certain specified findings under Sections 7 and 12

          in connection with a proposal by a holding company to issue

          securities for the purpose of acquiring the securities of or

          other interest in any EWG, or to guarantee the securities of any

          EWG, if each of the conditions in paragraphs (a)(1) through

          (a)(4) thereof are met, provided that none of the conditions

          specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. 

          In that regard, Southern states that, giving effect to the

          proposals contained herein, all of the conditions set forth in

          Rule 53(a) are and will be satisfied and none of the conditions

          set forth in Rule 53(b) exists or, as a result thereof, will

          exist.

                    Rule 53(a)(1):  At March 31, 1995, Southern had

          invested, directly or indirectly, an aggregate of $500.1 million

          in EWGs and FUCOs.1  The average of the consolidated retained

          earnings of Southern reported on Form 10-K or Form 10-Q, as

          applicable, for the four consecutive quarters ended March 31,

          1995, is $3.144 billion.  Accordingly, based on Southern's

          "consolidated retained earnings" at March 31, 1995, the Rule 53

                              

               1 These investments are in companies or partnerships that
          are EWGs operating or constructing facilities in Hawaii,
          Virginia, and Trinidad and Tobago, and in FUCOs operating in The
          Grand Bahamas, Chile, and Argentina.







          limitation is currently about $1.072 billion, calculated as

          follows:  50% of "consolidated retained earnings" ($1.572

          billion) less "aggregate investment" at March 31, 1995 ($500.1

          million) equals $1.072 billion.

                    Rule 53(a)(2):  Southern maintains books and records

          enabling it to identify investments in and earnings from each EWG

          and FUCO in which it directly or indirectly holds an interest. 

          In addition, each domestic EWG in which Southern holds an

          interest maintains its books and records and prepares its

          financial statements in conformity with U.S. generally accepted

          accounting principles ("GAAP").  The books and records and

          financial statements of each FUCO in which Southern holds an

          interest (including those that are "majority-owned subsidiaries"

          and those that are not) are maintained and prepared in conformity

          with GAAP.  All of such books and records and financial

          statements will be made available to the Commission, in English,

          upon request. 

                    Rule 53(a)(3): No more than 2% of the employees of

          Southern's operating utility subsidiaries will, at any one time,

          directly or indirectly, render services to EWGs and FUCOs.  Based

          on current staffing levels of Southern's domestic operating

          utility subsidiaries (such companies currently employ, in the

          aggregate, approximately 27,000 salaried and hourly employees),

          no more than 540 employees of these companies, in the aggregate,

          determined on a full-time-equivalent basis, will be utilized at

          any one time in rendering services directly or indirectly to EWGs


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          and FUCOs.  In a separate proceeding (File No. 70-7932) certain

          of Southern's subsidiaries have been authorized to render

          services to EWGs and FUCOs indirectly through Southern Electric

          International, Inc.

                    Rule 53(a)(4):  Southern is simultaneously submitting a

          copy of this Amendment, and will submit copies of any Rule 24

          certificates required hereunder, as well as a copy of Southern's

          Form U5S, to the Federal Energy Regulatory Commission and to each

          of the public service commissions having jurisdiction over the

          retail rates of Southern's operating utility subsidiaries.

                    In addition, Southern states that the provisions of

          Rule 53(a) are not made inapplicable to the authorization herein

          requested by reason of the provisions of Rule 53(b).  

                    Rule 53(b)(1): Neither Southern nor any subsidiary of

          Southern is the subject of any pending bankruptcy or similar

          proceeding.

                    Rule 53(b)(2):  Southern's average consolidated

          retained earnings for the four most recent quarterly periods

          ($3.144 billion) represented an increase of approximately $69

          million in the average consolidated retained earnings for the

          previous four quarterly periods ($3.075 billion).

                    Rule 53(b)(3):  In the previous fiscal year, Southern

          did not report any operating losses attributable to its direct or

          indirect investments in EWGs and FUCOs."






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          Item 6.   Exhibits and Financial Statements

               (a)  Exhibits

                    A-1 -     The Southern Company Outside Directors Stock
                              Plan. (Designated in Registration No. 33-
                              54415 as Exhibit 4(c).)


                    C   -     Registration Statement of Southern on Form
                              S-8 with respect to the Plan. (Filed
                              electronically on July 1, 1994, File No. 33-
                              54415.)


               Exhibits heretofore filed with the Securities and Exchange

          Commission and designated as set forth above are hereby

          incorporated herein by reference and made a part hereof with the

          same effect as if filed herewith.


                                      SIGNATURE

               Pursuant to the requirements of the Public Utility Holding

          Company Act of 1935, the undersigned company has duly caused this

          amendment to be signed on its behalf by the undersigned thereunto

          duly authorized.


          Dated:  August 1, 1995             THE SOUTHERN COMPANY


                                             By:  /s/Tommy Chisholm
                                                  Tommy Chisholm
                                                  Secretary


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