As filed with the Securities and Exchange Commission on November 15, 2001

                                                      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)

              SOUTHERN COMPANY OMNIBUS INCENTIVE COMPENSATION 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:

      GALE E. KLAPPA                                  JOHN D. McLANAHAN
 Executive 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

<TABLE>
<CAPTION>

                                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)(2)          Per Unit (3)          Offering Price (3)             Fee (4)
-------------------------- ------------------------ ------------------------ ------------------------ ------------------------

<S>                           <C>                          <C>                    <C>                        <C>
 Common Stock, par value      3,213,726 shares             $23.78                 $76,422,405                $19,106
      $5 per share
========================== ======================== ======================== ======================== ========================

</TABLE>

         (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also includes an indeterminate amount of additional
shares that may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions pursuant to the Southern Company
Omnibus Incentive Compensation Plan.

         (2) Includes a carry over of 26,786,274 shares of unsold Common Stock
of the Company previously registered under Registration Statement No. 333-31808.

         (3) 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 November 14, 2001, as reported in the New York Stock Exchange
consolidated reporting system, and are used solely for the purpose of
calculating the registration fee.

         (4) Pursuant to Rule 429 under the Securities Act of 1933, the
registration fee consists of $19,106 paid herewith and $115,170 that has
previously been paid. See Note (2).

         The documents constituting the prospectus herein contain the
information required by Rule 429 of the Commission under the Securities Act of
1933 with respect to 26,786,274 shares of Common Stock of the Company remaining
unsold under Registration Statement No. 333-31808.


<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") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, 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, 2000.

          (b)       (1) The registrant's Current Reports on Form 8-K dated
                    February 28, 2001 and April 2, 2001.

                    (2) The registrant's Quarterly Reports on Form 10-Q
                    for the quarters ended March 31, 2001, June 30,
                    2001 and September 30, 2001.

          (c)       The description of the registrant's common stock contained
                    in Registration No. 333-64871 filed under the Securities Act
                    of 1933, as amended.

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 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 By-Laws 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 By-Laws described.

         The By-Laws 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
         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."

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

          4(c)      Southern Company Omnibus Incentive Compensation Plan,
                    Amended and Restated effective May 23, 2001.

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

          23(a)     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)      Undertaking related to Rule 415 offering:

                  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 registration statement is on
                  Form S-3, Form S-8 or Form F-3 and the information required to
                  be included in a post-effective amendment by those paragraphs
                  is contained in periodic reports filed with or furnished to
                  the Commission 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.

                           (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) Undertaking relating to filings incorporating subsequent Securities
Exchange Act of 1934 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) Undertaking relating 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.




<PAGE>


                                   SIGNATURES

         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 November 15, 2001.

                                    THE SOUTHERN COMPANY

                                    By:           H. Allen Franklin
                                                  Chairman of the Board 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
---------                  -----                                     ----

H. Allen Franklin          Director, Chairman of the Board
                           and Chief Executive Officer
                           (Principal Executive Officer)

Gale E. Klappa             Executive Vice President, Chief
                           Financial Officer and Treasurer
                           (Principal Financial Officer)

W. Dean Hudson             Comptroller
                           (Principal Accounting Officer)

Daniel P. Amos    )
Dorrit J. Bern    )
Thomas F. Chapman )
H. Allen Franklin )
Bruce S. Gordon   )       Directors
L.G. Hardman III  )
Elmer B. Harris   )
Donald M. James   )
Gerald J. St. Pe  )




By:  /s/Wayne Boston                                         November 15, 2001
      Wayne Boston
      Attorney-in-Fact
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As filed with the Securities and Exchange Commission on November 15, 2001

                                                      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)

              SOUTHERN COMPANY OMNIBUS INCENTIVE COMPENSATION 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:

      GALE E. KLAPPA                                  JOHN D. McLANAHAN
 Executive 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)(2)          Per Unit (3)          Offering Price (3)             Fee (4)
-------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Common Stock, par value      3,213,726 shares             $23.78                 $76,422,405                $19,106
      $5 per share
========================== ======================== ======================== ======================== ========================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also includes an indeterminate amount of additional
shares that may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions pursuant to the Southern Company
Omnibus Incentive Compensation Plan.

         (2) Includes a carry over of 26,786,274 shares of unsold Common Stock
of the Company previously registered under Registration Statement No. 333-31808.

         (3) 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 November 14, 2001, as reported in the New York Stock Exchange
consolidated reporting system, and are used solely for the purpose of
calculating the registration fee.

         (4) Pursuant to Rule 429 under the Securities Act of 1933, the
registration fee consists of $19,106 paid herewith and $115,170 that has
previously been paid. See Note (2).

         The documents constituting the prospectus herein contain the
information required by Rule 429 of the Commission under the Securities Act of
1933 with respect to 26,786,274 shares of Common Stock of the Company remaining
unsold under Registration Statement No. 333-31808.
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") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, 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, 2000.

          (b)       (1) The registrant's Current Reports on Form 8-K dated
                    February 28, 2001 and April 2, 2001.

                    (2) The registrant's Quarterly Reports on Form 10-Q
                    for the quarters ended March 31, 2001, June 30,
                    2001 and September 30, 2001.

          (c)       The description of the registrant's common stock contained
                    in Registration No. 333-64871 filed under the Securities Act
                    of 1933, as amended.

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 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 By-Laws 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 By-Laws described.

         The By-Laws 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
         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."

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

          4(c)      Southern Company Omnibus Incentive Compensation Plan,
                    Amended and Restated effective May 23, 2001.

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

          23(a)     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)      Undertaking related to Rule 415 offering:

                  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 registration statement is on
                  Form S-3, Form S-8 or Form F-3 and the information required to
                  be included in a post-effective amendment by those paragraphs
                  is contained in periodic reports filed with or furnished to
                  the Commission 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.

                           (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) Undertaking relating to filings incorporating subsequent Securities
Exchange Act of 1934 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) Undertaking relating 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.
SIGNATURES

         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 November 15, 2001.

                                    THE SOUTHERN COMPANY

                                    By:           H. Allen Franklin
                                                  Chairman of the Board 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
---------                  -----                                     ----

H. Allen Franklin          Director, Chairman of the Board
                           and Chief Executive Officer
                           (Principal Executive Officer)

Gale E. Klappa             Executive Vice President, Chief
                           Financial Officer and Treasurer
                           (Principal Financial Officer)

W. Dean Hudson             Comptroller
                           (Principal Accounting Officer)

Daniel P. Amos    )
Dorrit J. Bern    )
Thomas F. Chapman )
H. Allen Franklin )
Bruce S. Gordon   )       Directors
L.G. Hardman III  )
Elmer B. Harris   )
Donald M. James   )
Gerald J. St. Pe  )

By:  /s/Wayne Boston                                         November 15, 2001
      Wayne Boston
      Attorney-in-Fact