As filed with the Securities and Exchange Commission on June 21, 1995

                                          Registration No. 33-_____

                 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
 incorporation or organization)               Identification No.)
                      64 Perimeter Center East
                       Atlanta, Georgia 30346
              (Address of principal executive offices)

                    OUTSIDE DIRECTORS STOCK PLAN
              FOR SUBSIDIARIES OF THE SOUTHERN COMPANY
                      (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) 393-0650
              (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, Esq.
       Financial Vice President               Troutman Sanders
         The Southern Company              5200 NationsBank Plaza
       64 Perimeter Center East          600 Peachtree Street, N.E.
        Atlanta, Georgia 30346          Atlanta, Georgia  30308-2216

                  CALCULATION OF REGISTRATION FEE

 Title of    Amount       Proposed     Proposed     Amount of
 securities  to be        maximum      maximum      registration
 to be       registered   offering     aggregate    fee
 registered               price        offering
                          per share*   price *
- -----------------------------------------------------------------
 Common
 Stock, par
 value       1,000,000    $22.375      $22,375,000  $7,716
 $5 per      shares
 share
- ------------------------------------------------------------------
_____________________
*    Pursuant to Rule 457(h)(1), these figures are based upon the
     average of the high and low prices of the Common Stock on June
     14, 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")
     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 part
     thereof 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)  (1) The registrant's Current Reports on Form 8-K dated
     January 25, 1995 and February 15, 1995.
          (2) The registrant's Quarterly Report on Form 10-Q for
     the quarter ended March 31, 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 produce 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 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

<PAGE>
     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 therein, 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 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,

<PAGE>
     employee, agent or trustee of another corporation,
     partnership, joint venture, trust, employee benefit plan or
     other enterprise, against any liability or expense (including
     attorneys' fees) asserted against him and incurred by him in
     any such capacity, or arising out of his status as such,
     whether or not the Corporation would have the power to
     indemnify him against such liability or expense under this
     Section or otherwise.

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

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

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     Exhibit
     Number

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

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

     4(c) -    Outside Directors Stock Plan for Subsidiaries of The
               Southern Company.

     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   -    Power 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:

<PAGE>
          (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.

          (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 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

<PAGE>
          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

     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
June 21, 1995.

                         THE SOUTHERN COMPANY

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


                         By:  Wayne Boston
                              Wayne Boston
                              Attorney-in-Fact


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

SIGNATURE           TITLE                                   DATE    
  

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


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


A. D. Correll           )
Paul J. DeNicola        )
Jack Edwards            )
H. Allen Franklin       )
Bruce S. Gordon         )    Directors
L. G. Hardman III       )
Elmer B. Harris         )
William J. Rushton, III )
Herbert Stockham        )

By:  Wayne Boston                                 June 21, 1995
     Wayne Boston
     Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19107}]
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As filed with the Securities and Exchange Commission on June 21, 1995

                                          Registration No. 33-_____

                 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
 incorporation or organization)               Identification No.)
                      64 Perimeter Center East
                       Atlanta, Georgia 30346
              (Address of principal executive offices)

                    OUTSIDE DIRECTORS STOCK PLAN
              FOR SUBSIDIARIES OF THE SOUTHERN COMPANY
                      (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) 393-0650
              (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, Esq.
       Financial Vice President               Troutman Sanders
         The Southern Company              5200 NationsBank Plaza
       64 Perimeter Center East          600 Peachtree Street, N.E.
        Atlanta, Georgia 30346          Atlanta, Georgia  30308-2216

                  CALCULATION OF REGISTRATION FEE

 Title of    Amount       Proposed     Proposed     Amount of
 securities  to be        maximum      maximum      registration
 to be       registered   offering     aggregate    fee
 registered               price        offering
                          per share*   price *
- -----------------------------------------------------------------
 Common
 Stock, par
 value       1,000,000    $22.375      $22,375,000  $7,716
 $5 per      shares
 share
- ------------------------------------------------------------------
_____________________
*    Pursuant to Rule 457(h)(1), these figures are based upon the
     average of the high and low prices of the Common Stock on June
     14, 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")
     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 part
     thereof 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)  (1) The registrant's Current Reports on Form 8-K dated
     January 25, 1995 and February 15, 1995.
          (2) The registrant's Quarterly Report on Form 10-Q for
     the quarter ended March 31, 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 produce 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 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 therein, 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 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.)

     4(c) -    Outside Directors Stock Plan for Subsidiaries of The
               Southern Company.

     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   -    Power 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.

          (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 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.
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
June 21, 1995.

                         THE SOUTHERN COMPANY

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

                         By:  Wayne Boston
                              Wayne Boston
                              Attorney-in-Fact

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

SIGNATURE           TITLE                                   DATE    
  

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

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

A. D. Correll           )
Paul J. DeNicola        )
Jack Edwards            )
H. Allen Franklin       )
Bruce S. Gordon         )    Directors
L. G. Hardman III       )
Elmer B. Harris         )
William J. Rushton, III )
Herbert Stockham        )

By:  Wayne Boston                                 June 21, 1995
     Wayne Boston
     Attorney-in-Fact