As filed with the Securities and Exchange Commission on January 14, 1998
                                                         Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              THE SOUTHERN COMPANY
             (Exact name of registrant as specified in its charter)


                Delaware                                 58-0690070
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

       270 Peachtree Street, N.W.                         30303
            Atlanta, Georgia                            (Zip Code)
(Address of principal executive offices)

                   THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
                            (Full title of the plan)


                            TOMMY CHISHOLM, Secretary
                              THE SOUTHERN COMPANY
                           270 Peachtree Street, N.W.
                             Atlanta, Georgia 30303
                     (Name and address of agent for service)
                                 (404) 506-0540
          (Telephone number, including area code, of agent 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 LLP
   THE SOUTHERN COMPANY                        600 Peachtree Street, N.E.
270 Peachtree Street, N.W.                             Suite 5200
  Atlanta, Georgia 30303                       Atlanta, Georgia 30308-2216

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================== ------------------------ ------------------------ ------------------------ ------------------------

                                                           Proposed                 Proposed
   Title of Each Class             Amount                   Maximum                  Maximum                 Amount of
      of Securities                 to be               Aggregate Price             Aggregate              Registration
    to be Registered           Registered (1)            Per Unit (2)          Offering Price (2)               Fee
========================== ======================== ======================== ======================== ========================

<S>                           <C>                          <C>                    <C>                         <C>    
 Common Stock, par value      10,000,000 shares            $25 3/16               $251,875,000                $74,304
      $5 per share
========================== ======================== ======================== ======================== ========================
</TABLE>

         (1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

         (2) Pursuant to Rule 457(h)(1), these figures are based upon the
average of the high and low prices paid for a share of the Company's Common
Stock on January 12, 1998, as reported in the New York Stock Exchange
consolidated reporting system, and are used solely for the purpose of
calculating the registration fee.



<PAGE>





PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The documents listed below are incorporated by reference in this
registration statement; and all documents subsequently filed by The Southern
Company ("SOUTHERN" or the "registrant") or The Southern Company Employee
Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         (a)      (1)      The registrant's Annual Report on Form 10-K for the
                           year ended December 31, 1996.

                  (2)      The Plan's Annual Report on Form 11-K for the year
                           ended December 31, 1996.

         (b)      (1)      The registrant's Current Reports on Form 8-K dated
                           February 12, 1997, June 5, 1997 and July 2, 1997.

                  (2)      The registrant's Quarterly Reports on Form 10-Q for
                           the quarters ended March 31, 1997, June 30, 1997 and
                           September 30, 1997.

         (c)               The description of the registrant's common stock 
                           contained in Registration No. 333-09077 filed under
                           the Securities Act of 1933.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           None.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of Title 8 of the Delaware Code gives a corporation power
           to indemnify any person who was or is a party or is threatened to be
           made a party to any threatened, pending or completed action, suit or
           proceeding, whether civil, criminal, administrative or investigative
           (other than an action by or in the right of the corporation) by
           reason of the fact that the person is or was a director, officer,
           employee or agent of the corporation, or is or was serving at the
           request of the corporation as a director, officer, employee or agent
           of another corporation, partnership, joint venture, trust or other
           enterprise, against expenses (including attorneys' fees), judgments,
           fines and amounts paid in settlement actually and reasonably incurred
           by the person in connection with such action, suit or proceeding if
           the person acted in good faith and in a manner the person reasonably
           believed to be in or not opposed to the best interests of the
           corporation, and, with respect to any criminal action or proceeding,
           had no reasonable cause to believe the person's conduct was unlawful.
           The same Section also gives a corporation power to indemnify any
           person who was or is a party or is threatened to be made a party to
           any threatened, pending or completed action or suit by or in the
                                      II-1
<PAGE>

           right of the corporation to procure a judgment in its favor by reason
           of the fact that the person is or was a director, officer, employee
           or agent of the corporation, or is or was serving at the request of
           the corporation as a director, officer, employee or agent of another
           corporation, partnership, joint venture, trust or other enterprise
           against expenses (including attorneys' fees) actually and reasonably
           incurred by the person in connection with the defense or settlement
           of such action or suit if the person acted in good faith and in a
           manner the person reasonably believed to be in or not opposed to the
           best interests of the corporation and except that no indemnification
           shall be made in respect of any claim, issue or matter as to which
           such person shall have been adjudged to be liable to the corporation
           unless and only to the extent that the Court of Chancery or the court
           in which such action or suit was brought shall determine upon
           application that, despite the adjudication of liability but in view
           of all the circumstances of the case, such person is fairly and
           reasonably entitled to indemnity for such expenses which the Court of
           Chancery or such other court shall deem proper. Also, the Section
           states that, to the extent that a present or former director or
           officer of a corporation has been successful on the merits or
           otherwise in defense of any such action, suit or proceeding, or in
           defense of any claim, issue or matter therein, such person shall be
           indemnified against expenses (including attorneys' fees) actually and
           reasonably incurred by such person in connection therewith.

           The Bylaws of SOUTHERN provide in substance that no present or future
           director or officer of SOUTHERN shall be liable for any act,
           omission, step or conduct taken or had in good faith which is
           required, authorized or approved by order issued pursuant to the
           Public Utility Holding Company Act of 1935, the Federal Power Act, or
           any state statute regulating SOUTHERN or its subsidiaries by reason
           of their being public utility companies or public utility holding
           companies, or any amendment to any thereof. In the event that such
           provisions are found by a court not to constitute a valid defense,
           each such director and officer shall be reimbursed for, or
           indemnified against, all expenses and liabilities incurred by him or
           imposed on him, in connection with, or arising out of, any such
           action, suit or proceeding based on any act, omission, step or
           conduct taken or had in good faith as in such Bylaws described.

           The Bylaws of SOUTHERN also provide in pertinent part as follows:

           "Each person who is or was a director or officer of the Corporation
           and who was or is a party or was or is threatened to be made a party
           to any threatened, pending or completed claim, action, suit or
           proceeding, whether civil, criminal, administrative or investigative,
           by reason of the fact that he is or was a director or officer of the
           Corporation, or is or was serving at the request of the Corporation
           as a director, officer, employee, agent or trustee of another
           corporation, partnership, joint venture, trust, employee benefit plan
           or other enterprise, shall be indemnified by the Corporation as a
           matter of right against any and all expenses (including attorneys'
           fees) actually and reasonably incurred by him and against any and all
           claims, judgments, fines, penalties, liabilities and amounts paid in
           settlement actually incurred by him in defense of such claim, action,
           suit or proceeding, including appeals, to the full extent permitted
           by applicable law. The indemnification provided by this Section shall
           inure to the benefit of the heirs, executors and administrators of
           such person.

           Expenses (including attorneys' fees) incurred by a director or
           officer of the Corporation with respect to the defense of any such
           claim, action, suit or proceeding may be advanced by the Corporation
           prior to the final disposition of such claim, action, suit or


                                      II-2
<PAGE>

           proceeding, as authorized by the Board of Directors in the specific
           case, upon receipt of an undertaking by or on behalf of such person
           to repay such amount unless it shall ultimately be determined that
           such person is entitled to be indemnified by the Corporation under
           this Section or otherwise; provided, however, that the advancement of
           such expenses shall not be deemed to be indemnification unless and
           until it shall ultimately be determined that such person is entitled
           to be indemnified by the Corporation.

           The Corporation may purchase and maintain insurance at the expense of
           the Corporation on behalf of any person who is or was a director,
           officer, employee or agent of the Corporation, or any person who is
           or was serving at the request of the Corporation as a director (or
           the equivalent), officer, employee, agent or trustee of another
           corporation, partnership, joint venture, trust, employee benefit plan
           or other enterprise, against any liability or expense (including
           attorneys' fees) asserted against him and incurred by him in any such
           capacity, or arising out of his status as such, whether or not the
           Corporation would have the power to indemnify him against such
           liability or expense under this Section or otherwise.

           The foregoing rights shall not be exclusive of any other rights to
           which any such director or officer may otherwise be entitled and
           shall be available whether or not the director or officer continues
           to be a director or officer at the time of incurring any such
           expenses and liabilities."

           SOUTHERN has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

                Exhibit
                 Number

                  4(a)   - Composite Certificate of Incorporation of SOUTHERN
                           reflecting all amendments to date. (Designated in
                           Registration No. 33-3546 as Exhibit 4(a), in
                           Certificate of Notification, File No. 70-7341, as
                           Exhibit A and in Certificate of Notification, File
                           No. 70-8181, as Exhibit A.)

                  4(b)   - Bylaws of SOUTHERN as amended effective October 21,
                           1991 and presently in effect. (Designated in Form
                           U-1, File No. 70-8181, as Exhibit A-2.)

                  4(c)   - Amended and Restated Plan Agreement for The
                           Southern Company Employee Savings Plan, and the First
                           Amendment and Second Amendment thereto. (Designated
                           in Form 10-K for the year ended December 31, 1995,
                           File No. 1-3526, as Exhibit 10(a)63.)

                  4(d)   - Third Amendment and Fourth Amendment to The Southern
                           Company Employee Savings Plan. (Designated in Form
                           10-K for the year ended December 31, 1996, File No.
                           1-3526, as Exhibit 10(a)64.)

                  4(e)   - Fifth Amendment and Sixth Amendment to The Southern
                           Company Employee Savings Plan.

                  4(f)   - Trust Agreement between Southern Company Services,
                           Inc. and Merrill Lynch Trust Company of Florida, as
                           Trustee under the Plan. (Designated in Form 11-K for
                           the year ended December 31, 1995, File No. 1 -3526,
                           as Exhibit C.)

                                      II-3

<PAGE>

                  5(a)   - Opinion of Troutman Sanders LLP, counsel to
                           SOUTHERN.

                  5(b)   - Internal Revenue Service determination letters
                           dated March 5, 1996 and June 10, 1996. (Designated in
                           Form 11-K for the year ended December 31, 1995, File
                           No. 1-3526, as Exhibit B.)

                  23(a)  - The consent of Troutman Sanders LLP is contained in
                           Exhibit 5(a).

                  23(b)  - Consent of Arthur Andersen LLP.

                  24     - Powers of Attorney and resolution.

             Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.

Item 9.    Undertakings.

         (a)      Rule 415 offerings. The undersigned registrant hereby
                  undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                                    Provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in periodic reports filed by
                                    the registrant pursuant to Section 13 or
                                    Section 15(d) of the Securities Exchange Act
                                    of 1934 that are incorporated by reference
                                    in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                                      II-4

<PAGE>

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

           (b)    Filings incorporating subsequent Exchange Act documents by
                  reference. The undersigned registrant hereby undertakes that,
                  for purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and each filing of the Plan's annual
                  report pursuant to Section 15(d) of the Securities Exchange
                  Act of 1934) that is incorporated by reference in the
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         (c)      Filing of registration statement on Form S-8. Insofar as
                  indemnification for liabilities arising under the Securities
                  Act of 1933 may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                                      II-5
<PAGE>


                                   SIGNATURES

           The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on January 14, 1998.

                              THE SOUTHERN COMPANY

                               By: A. W. Dahlberg
                               Chairman of the Board, President and
                               Chief Executive Officer


                               By: /s/Wayne Boston
                               Wayne Boston
                               Attorney-in-Fact

           Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                  TITLE                                    DATE

A. W. Dahlberg             Director, Chairman of the Board,
                           President and Chief Executive Officer
                           (Principal Executive Officer)

W. L. Westbrook            Financial Vice President, Chief Financial
                           Officer and Treasurer
                           (Principal Financial and Accounting Officer)

John C. Adams                       )
A. D. Correll                       )
Paul J. DeNicola                    )
Jack Edwards                        )
H. Allen Franklin                   )
L.G. Hardman III                    )       Directors
Elmer B. Harris                     )
William A. Parker, Jr.              )
William J. Rushton, III             )
Gerald J. St. Pe                    )
Herbert Stockham                    )

By:  /s/Wayne Boston                                         January 14, 1998
      Wayne Boston
      Attorney-in-Fact


                                      II-6
<PAGE>


      The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on January 14, 1998.


                               THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN


                               By: /s/C. Alan Martin










                                      II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25961}]
{"company-data": {"conformed-name": "SOUTHERN CO", "cik": "0000092122", "assigned-sic": "4911", "irs-number": "580690070", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44261", "film-number": "98506963"}, "business-address": {"street1": "270 PEACHTREE ST", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "4045060540"}, "mail-address": {"street1": "270 PEACHTREE STREET", "city": "ATLANTA", "state": "GA", "zip": "30303"}}
As filed with the Securities and Exchange Commission on January 14, 1998
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              THE SOUTHERN COMPANY
             (Exact name of registrant as specified in its charter)

                Delaware                                 58-0690070
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

       270 Peachtree Street, N.W.                         30303
            Atlanta, Georgia                            (Zip Code)
(Address of principal executive offices)

                   THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
                            (Full title of the plan)

                            TOMMY CHISHOLM, Secretary
                              THE SOUTHERN COMPANY
                           270 Peachtree Street, N.W.
                             Atlanta, Georgia 30303
                     (Name and address of agent for service)
                                 (404) 506-0540
          (Telephone number, including area code, of agent 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 LLP
   THE SOUTHERN COMPANY                        600 Peachtree Street, N.E.
270 Peachtree Street, N.W.                             Suite 5200
  Atlanta, Georgia 30303                       Atlanta, Georgia 30308-2216

                         CALCULATION OF REGISTRATION FEE
========================== ------------------------ ------------------------ ------------------------ ------------------------

                                                           Proposed                 Proposed
   Title of Each Class             Amount                   Maximum                  Maximum                 Amount of
      of Securities                 to be               Aggregate Price             Aggregate              Registration
    to be Registered           Registered (1)            Per Unit (2)          Offering Price (2)               Fee
========================== ======================== ======================== ======================== ========================
Common Stock, par value      10,000,000 shares            $25 3/16               $251,875,000                $74,304
      $5 per share
========================== ======================== ======================== ======================== ========================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

         (2) Pursuant to Rule 457(h)(1), these figures are based upon the
average of the high and low prices paid for a share of the Company's Common
Stock on January 12, 1998, as reported in the New York Stock Exchange
consolidated reporting system, and are used solely for the purpose of
calculating the registration fee.
PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The documents listed below are incorporated by reference in this
registration statement; and all documents subsequently filed by The Southern
Company ("SOUTHERN" or the "registrant") or The Southern Company Employee
Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         (a)      (1)      The registrant's Annual Report on Form 10-K for the
                           year ended December 31, 1996.

                  (2)      The Plan's Annual Report on Form 11-K for the year
                           ended December 31, 1996.

         (b)      (1)      The registrant's Current Reports on Form 8-K dated
                           February 12, 1997, June 5, 1997 and July 2, 1997.

                  (2)      The registrant's Quarterly Reports on Form 10-Q for
                           the quarters ended March 31, 1997, June 30, 1997 and
                           September 30, 1997.

         (c)               The description of the registrant's common stock 
                           contained in Registration No. 333-09077 filed under
                           the Securities Act of 1933.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           None.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of Title 8 of the Delaware Code gives a corporation power
           to indemnify any person who was or is a party or is threatened to be
           made a party to any threatened, pending or completed action, suit or
           proceeding, whether civil, criminal, administrative or investigative
           (other than an action by or in the right of the corporation) by
           reason of the fact that the person is or was a director, officer,
           employee or agent of the corporation, or is or was serving at the
           request of the corporation as a director, officer, employee or agent
           of another corporation, partnership, joint venture, trust or other
           enterprise, against expenses (including attorneys' fees), judgments,
           fines and amounts paid in settlement actually and reasonably incurred
           by the person in connection with such action, suit or proceeding if
           the person acted in good faith and in a manner the person reasonably
           believed to be in or not opposed to the best interests of the
           corporation, and, with respect to any criminal action or proceeding,
           had no reasonable cause to believe the person's conduct was unlawful.
           The same Section also gives a corporation power to indemnify any
           person who was or is a party or is threatened to be made a party to
           any threatened, pending or completed action or suit by or in the
                                      II-1
right of the corporation to procure a judgment in its favor by reason
           of the fact that the person is or was a director, officer, employee
           or agent of the corporation, or is or was serving at the request of
           the corporation as a director, officer, employee or agent of another
           corporation, partnership, joint venture, trust or other enterprise
           against expenses (including attorneys' fees) actually and reasonably
           incurred by the person in connection with the defense or settlement
           of such action or suit if the person acted in good faith and in a
           manner the person reasonably believed to be in or not opposed to the
           best interests of the corporation and except that no indemnification
           shall be made in respect of any claim, issue or matter as to which
           such person shall have been adjudged to be liable to the corporation
           unless and only to the extent that the Court of Chancery or the court
           in which such action or suit was brought shall determine upon
           application that, despite the adjudication of liability but in view
           of all the circumstances of the case, such person is fairly and
           reasonably entitled to indemnity for such expenses which the Court of
           Chancery or such other court shall deem proper. Also, the Section
           states that, to the extent that a present or former director or
           officer of a corporation has been successful on the merits or
           otherwise in defense of any such action, suit or proceeding, or in
           defense of any claim, issue or matter therein, such person shall be
           indemnified against expenses (including attorneys' fees) actually and
           reasonably incurred by such person in connection therewith.

           The Bylaws of SOUTHERN provide in substance that no present or future
           director or officer of SOUTHERN shall be liable for any act,
           omission, step or conduct taken or had in good faith which is
           required, authorized or approved by order issued pursuant to the
           Public Utility Holding Company Act of 1935, the Federal Power Act, or
           any state statute regulating SOUTHERN or its subsidiaries by reason
           of their being public utility companies or public utility holding
           companies, or any amendment to any thereof. In the event that such
           provisions are found by a court not to constitute a valid defense,
           each such director and officer shall be reimbursed for, or
           indemnified against, all expenses and liabilities incurred by him or
           imposed on him, in connection with, or arising out of, any such
           action, suit or proceeding based on any act, omission, step or
           conduct taken or had in good faith as in such Bylaws described.

           The Bylaws of SOUTHERN also provide in pertinent part as follows:

           "Each person who is or was a director or officer of the Corporation
           and who was or is a party or was or is threatened to be made a party
           to any threatened, pending or completed claim, action, suit or
           proceeding, whether civil, criminal, administrative or investigative,
           by reason of the fact that he is or was a director or officer of the
           Corporation, or is or was serving at the request of the Corporation
           as a director, officer, employee, agent or trustee of another
           corporation, partnership, joint venture, trust, employee benefit plan
           or other enterprise, shall be indemnified by the Corporation as a
           matter of right against any and all expenses (including attorneys'
           fees) actually and reasonably incurred by him and against any and all
           claims, judgments, fines, penalties, liabilities and amounts paid in
           settlement actually incurred by him in defense of such claim, action,
           suit or proceeding, including appeals, to the full extent permitted
           by applicable law. The indemnification provided by this Section shall
           inure to the benefit of the heirs, executors and administrators of
           such person.

           Expenses (including attorneys' fees) incurred by a director or
           officer of the Corporation with respect to the defense of any such
           claim, action, suit or proceeding may be advanced by the Corporation
           prior to the final disposition of such claim, action, suit or

                                      II-2
proceeding, as authorized by the Board of Directors in the specific
           case, upon receipt of an undertaking by or on behalf of such person
           to repay such amount unless it shall ultimately be determined that
           such person is entitled to be indemnified by the Corporation under
           this Section or otherwise; provided, however, that the advancement of
           such expenses shall not be deemed to be indemnification unless and
           until it shall ultimately be determined that such person is entitled
           to be indemnified by the Corporation.

           The Corporation may purchase and maintain insurance at the expense of
           the Corporation on behalf of any person who is or was a director,
           officer, employee or agent of the Corporation, or any person who is
           or was serving at the request of the Corporation as a director (or
           the equivalent), officer, employee, agent or trustee of another
           corporation, partnership, joint venture, trust, employee benefit plan
           or other enterprise, against any liability or expense (including
           attorneys' fees) asserted against him and incurred by him in any such
           capacity, or arising out of his status as such, whether or not the
           Corporation would have the power to indemnify him against such
           liability or expense under this Section or otherwise.

           The foregoing rights shall not be exclusive of any other rights to
           which any such director or officer may otherwise be entitled and
           shall be available whether or not the director or officer continues
           to be a director or officer at the time of incurring any such
           expenses and liabilities."

           SOUTHERN has an insurance policy covering its liabilities and
expenses which might arise in connection with its lawful indemnification of its
directors and officers for certain of their liabilities and expenses and also
covering its officers and directors against certain other liabilities and
expenses.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

                Exhibit
                 Number

                  4(a)   - Composite Certificate of Incorporation of SOUTHERN
                           reflecting all amendments to date. (Designated in
                           Registration No. 33-3546 as Exhibit 4(a), in
                           Certificate of Notification, File No. 70-7341, as
                           Exhibit A and in Certificate of Notification, File
                           No. 70-8181, as Exhibit A.)

                  4(b)   - Bylaws of SOUTHERN as amended effective October 21,
                           1991 and presently in effect. (Designated in Form
                           U-1, File No. 70-8181, as Exhibit A-2.)

                  4(c)   - Amended and Restated Plan Agreement for The
                           Southern Company Employee Savings Plan, and the First
                           Amendment and Second Amendment thereto. (Designated
                           in Form 10-K for the year ended December 31, 1995,
                           File No. 1-3526, as Exhibit 10(a)63.)

                  4(d)   - Third Amendment and Fourth Amendment to The Southern
                           Company Employee Savings Plan. (Designated in Form
                           10-K for the year ended December 31, 1996, File No.
                           1-3526, as Exhibit 10(a)64.)

                  4(e)   - Fifth Amendment and Sixth Amendment to The Southern
                           Company Employee Savings Plan.

                  4(f)   - Trust Agreement between Southern Company Services,
                           Inc. and Merrill Lynch Trust Company of Florida, as
                           Trustee under the Plan. (Designated in Form 11-K for
                           the year ended December 31, 1995, File No. 1 -3526,
                           as Exhibit C.)

                                      II-3
5(a)   - Opinion of Troutman Sanders LLP, counsel to
                           SOUTHERN.

                  5(b)   - Internal Revenue Service determination letters
                           dated March 5, 1996 and June 10, 1996. (Designated in
                           Form 11-K for the year ended December 31, 1995, File
                           No. 1-3526, as Exhibit B.)

                  23(a)  - The consent of Troutman Sanders LLP is contained in
                           Exhibit 5(a).

                  23(b)  - Consent of Arthur Andersen LLP.

                  24     - Powers of Attorney and resolution.

             Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.

Item 9.    Undertakings.

         (a)      Rule 415 offerings. The undersigned registrant hereby
                  undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the registration statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the registration
                                    statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    registration statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the registration
                                    statement or any material change to such
                                    information in the registration statement;

                                    Provided, however, that paragraphs (a)(1)(i)
                                    and (a)(1)(ii) do not apply if the
                                    information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in periodic reports filed by
                                    the registrant pursuant to Section 13 or
                                    Section 15(d) of the Securities Exchange Act
                                    of 1934 that are incorporated by reference
                                    in the registration statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                                      II-4
(3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

           (b)    Filings incorporating subsequent Exchange Act documents by
                  reference. The undersigned registrant hereby undertakes that,
                  for purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and each filing of the Plan's annual
                  report pursuant to Section 15(d) of the Securities Exchange
                  Act of 1934) that is incorporated by reference in the
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         (c)      Filing of registration statement on Form S-8. Insofar as
                  indemnification for liabilities arising under the Securities
                  Act of 1933 may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

           The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on January 14, 1998.

                              THE SOUTHERN COMPANY

                               By: A. W. Dahlberg
                               Chairman of the Board, President and
                               Chief Executive Officer

                               By: /s/Wayne Boston
                               Wayne Boston
                               Attorney-in-Fact

           Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                  TITLE                                    DATE

A. W. Dahlberg             Director, Chairman of the Board,
                           President and Chief Executive Officer
                           (Principal Executive Officer)

W. L. Westbrook            Financial Vice President, Chief Financial
                           Officer and Treasurer
                           (Principal Financial and Accounting Officer)

John C. Adams                       )
A. D. Correll                       )
Paul J. DeNicola                    )
Jack Edwards                        )
H. Allen Franklin                   )
L.G. Hardman III                    )       Directors
Elmer B. Harris                     )
William A. Parker, Jr.              )
William J. Rushton, III             )
Gerald J. St. Pe                    )
Herbert Stockham                    )

By:  /s/Wayne Boston                                         January 14, 1998
      Wayne Boston
      Attorney-in-Fact

                                      II-6
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on January 14, 1998.

                               THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN

                               By: /s/C. Alan Martin

                                      II-7