As filed with the Securities and Exchange Commission on March 31, 1995
                                                  Registration No. ________
                                                                           

                     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
          incorporation or organization)                     No.)

            64 Perimeter Center East                       30346
                Atlanta, Georgia                         (Zip Code)
           (Address of principal executive
                    offices)

                       SOUTHERN ELECTRIC INTERNATIONAL, INC.
                         SAVINGS PLAN FOR COVERED EMPLOYEES

                               (Full title of the plan)
                                                      

                         TOMMY CHISHOLM, Secretary
                            THE SOUTHERN COMPANY
                          64 Perimeter Center East
                           Atlanta, Georgia 30346
                  (Name and address of agent for service)
                                404-668-3575
       (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
      THE SOUTHERN COMPANY          600 Peachtree Street, N.E.
     64 Perimeter Center East             Suite 5200
     Atlanta, Georgia 30346        Atlanta, Georgia 30308-2216


                      CALCULATION OF REGISTRATION FEE                      

 Title of       Amount to be   Proposed       Proposed       Amount of
 securities to  registered     maximum        maximum        registration
 be registered                 offering       aggregate      fee
                               price per      offering
                               unit*          price*

 Common Stock,  200,000        $4,025,000     $20 1/8        $1,388
 par value $5   shares
 per share
                                                                           
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.
_________________                
*    Pursuant to Rule 457 (h)(1), these figures are based upon  the average
     of the high and low prices of the  Common Stock on March 29, 1995, 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 Electric International,  Inc.
               Savings Plan for Covered  Employees (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)  The  registrant's Annual  Report on  Form 10-K  for the
               year ended December 31, 1994.

               (b)  The  registrant's  Current  Reports  on  Form 8-K dated
               January 25, 1995 and February 15, 1995.

               (c)  The  description  of  the  registrant's   common  stock
               contained  in  registration  no. 33-51433  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 he 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  him  in
               connection with such action, suit  or proceeding if he acted
               in good  faith and in a manner  he 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  his 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  he is or
               was  a   director,  officer,   employee  or  agent   of  the
               corporation,  or is  or was  serving at  the request  of the


                                         II-1
<PAGE>






               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 him in connection
               with the  defense or settlement of such action or suit if he
               acted in good faith  and in a manner he  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
               director, officer,  employee or  agent 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  herein,  he shall  be indemnified  against
               expenses (including attorneys' fees) actually and reasonably
               incurred by him 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



                                         II-2
<PAGE>






               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.

               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.)


                                         II-3
<PAGE>






               4(c)  - Southern  Electric International,  Inc. Savings Plan
                       For Covered Employees. 

               5     - Opinion of Troutman Sanders, counsel to SOUTHERN.

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

               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;

                       (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 March 31, 1995.

                                   THE SOUTHERN COMPANY

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




          W. L. Westbrook     Financial Vice President (Principal
                              Financial and Accounting Officer)
          W.P. Copenhaver         )
          A. D. Correll           )
          Paul J. DeNicola        )
          Jack Edwards            )
          H. Allen Franklin       )
          Bruce S. Gordon         )
          L.G. Hardman III        )  Directors
          Elmer B. Harris         )
          Earl D. McLean, Jr.     )
          William J. Rushton, III )
          Herbert Stockham        )



          By:  /s/Wayne Boston                              March 31, 1995
                 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 March 31, 1995.


                       SOUTHERN ELECTRIC INTERNATIONAL, INC.
                       SAVINGS PLAN FOR COVERED EMPLOYEES

                       By:  /s/Raymond D. Hill
                            Raymond D. Hill
                            Chairman, Southern Electric International, Inc.
                            Savings Plan For Covered Employees Committee








































                                         II-7
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "SEI SAVINGS PLAN FOR COVERED EMPLOYEES", "secsgml_size_bytes": 24789}]
As filed with the Securities and Exchange Commission on March 31, 1995
                                                  Registration No. ________
                                                                           

                     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
          incorporation or organization)                     No.)

            64 Perimeter Center East                       30346
                Atlanta, Georgia                         (Zip Code)
           (Address of principal executive
                    offices)

                       SOUTHERN ELECTRIC INTERNATIONAL, INC.
                         SAVINGS PLAN FOR COVERED EMPLOYEES

                               (Full title of the plan)
                                                      

                         TOMMY CHISHOLM, Secretary
                            THE SOUTHERN COMPANY
                          64 Perimeter Center East
                           Atlanta, Georgia 30346
                  (Name and address of agent for service)
                                404-668-3575
       (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
      THE SOUTHERN COMPANY          600 Peachtree Street, N.E.
     64 Perimeter Center East             Suite 5200
     Atlanta, Georgia 30346        Atlanta, Georgia 30308-2216

                      CALCULATION OF REGISTRATION FEE                      

 Title of       Amount to be   Proposed       Proposed       Amount of
 securities to  registered     maximum        maximum        registration
 be registered                 offering       aggregate      fee
                               price per      offering
                               unit*          price*

 Common Stock,  200,000        $4,025,000     $20 1/8        $1,388
 par value $5   shares
 per share
                                                                           
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.
_________________                
*    Pursuant to Rule 457 (h)(1), these figures are based upon  the average
     of the high and low prices of the  Common Stock on March 29, 1995, 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 Electric International,  Inc.
               Savings Plan for Covered  Employees (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)  The  registrant's Annual  Report on  Form 10-K  for the
               year ended December 31, 1994.

               (b)  The  registrant's  Current  Reports  on  Form 8-K dated
               January 25, 1995 and February 15, 1995.

               (c)  The  description  of  the  registrant's   common  stock
               contained  in  registration  no. 33-51433  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 he 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  him  in
               connection with such action, suit  or proceeding if he acted
               in good  faith and in a manner  he 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  his 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  he is or
               was  a   director,  officer,   employee  or  agent   of  the
               corporation,  or is  or was  serving at  the request  of the

                                         II-1
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 him in connection
               with the  defense or settlement of such action or suit if he
               acted in good faith  and in a manner he  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
               director, officer,  employee or  agent 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  herein,  he shall  be indemnified  against
               expenses (including attorneys' fees) actually and reasonably
               incurred by him 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

                                         II-2
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.

               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.)

                                         II-3
4(c)  - Southern  Electric International,  Inc. Savings Plan
                       For Covered Employees. 

               5     - Opinion of Troutman Sanders, counsel to SOUTHERN.

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

               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;

                       (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 March 31, 1995.

                                   THE SOUTHERN COMPANY

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

          W. L. Westbrook     Financial Vice President (Principal
                              Financial and Accounting Officer)
          W.P. Copenhaver         )
          A. D. Correll           )
          Paul J. DeNicola        )
          Jack Edwards            )
          H. Allen Franklin       )
          Bruce S. Gordon         )
          L.G. Hardman III        )  Directors
          Elmer B. Harris         )
          Earl D. McLean, Jr.     )
          William J. Rushton, III )
          Herbert Stockham        )

          By:  /s/Wayne Boston                              March 31, 1995
                 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 March 31, 1995.

                       SOUTHERN ELECTRIC INTERNATIONAL, INC.
                       SAVINGS PLAN FOR COVERED EMPLOYEES

                       By:  /s/Raymond D. Hill
                            Raymond D. Hill
                            Chairman, Southern Electric International, Inc.
                            Savings Plan For Covered Employees Committee

                                         II-7