File No. 70-10186


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               AMENDMENT NO. 6 (POST-EFFECTIVE AMENDMENT NO. 3) TO
                                    FORM U-1
                           APPLICATION OR DECLARATION
                                      under
                 The Public Utility Holding Company Act of 1935


                              THE SOUTHERN COMPANY
                           270 Peachtree Street, N.W.
                             Atlanta, Georgia 30303

           ALABAMA POWER COMPANY         SOUTHERN COMPANY CAPITAL FUNDING, INC.
        600 North 18th Street               1403 Foulk Road, Suite 102
      Birmingham, Alabama 35291             Wilmington, Delaware 19803

        GEORGIA POWER COMPANY         SOUTHERN COMPANY ENERGY SOLUTIONS, LLC
  241 Ralph McGill Boulevard, N.E.       241 Ralph McGill Boulevard, N.E.
       Atlanta, Georgia 30308                 Atlanta, Georgia 30308

         GULF POWER COMPANY              SOUTHERN COMPANY HOLDINGS, INC.
          One Energy Place                   270 Peachtree Street N.W
      Pensacola, Florida 32520                Atlanta, Georgia 30302

      MISSISSIPPI POWER COMPANY          SOUTHERN COMPANY SERVICES, INC.
      2992 West Beach Boulevard              270 Peachtree Street N.W
     Gulfport, Mississippi 39501              Atlanta, Georgia 30302

 SAVANNAH ELECTRIC AND POWER COMPANY    SOUTHERN NUCLEAR OPERATING COMPANY, INC.
         600 East Bay Street               40 Inverness Center Parkway
       Savannah, Georgia 31401              Birmingham, Alabama 35242

       SOUTHERN POWER COMPANY          SOUTHERN ELECTRIC GENERATING COMPANY
        600 North 18th Street                 600 North 18th Street
      Birmingham, Alabama 35291             Birmingham, Alabama 35291

  SOUTHERN COMMUNICATIONS SERVICES, INC.
    5555 Glenridge Connector, Suite 500
          Atlanta, Georgia 30342

               (Name of company or companies filing this statement
                  and addresses of principal executive offices)



                              THE SOUTHERN COMPANY


             (Name of top registered holding company parent of each
                             applicant or declarant)

                    Patricia L. Roberts, Assistant Secretary
                              The Southern Company
                           270 Peachtree Street, N.W.
                             Atlanta, Georgia 30303


                                                  

      William E. Zales, Jr., Vice President          Daniel P. McCollom, Secretary
             and Corporate Secretary             Southern Company Capital Funding, Inc.
              Alabama Power Company                    1403 Foulk Road, Suite 102
              600 North 18th Street                    Wilmington, Delaware 19803
            Birmingham, Alabama 35291

      Janice G. Wolfe, Corporate Secretary           Patricia L. Roberts, Secretary
              Georgia Power Company              Southern Company Energy Solutions, LLC
        241 Ralph McGill Boulevard, N.E.               270 Peachtree Street N.W.
             Atlanta, Georgia 30308                      Atlanta, Georgia 30302

   Susan N. Ritenour, Secretary and Treasurer        Patricia L. Roberts, Secretary
               Gulf Power Company                   Southern Company Holdings, Inc.
                One Energy Place                       270 Peachtree Street N.W.
            Pensacola, Florida 32520                     Atlanta, Georgia 30302

      Vicki L. Pierce, Corporate Secretary      Patricia L. Roberts, Assistant Secretary
            Mississippi Power Company               Southern Company Services, Inc.
            2992 West Beach Boulevard                  270 Peachtree Street N.W.
           Gulfport, Mississippi 39501                   Atlanta, Georgia 30302

   Nancy E. Frankenhauser, Corporate Secretary  Sherry A. Mitchell, Corporate Secretary
       Savannah Electric and Power Company      Southern Nuclear Operating Company, Inc.
               600 East Bay Street                    40 Inverness Center Parkway
             Savannah, Georgia 31401                   Birmingham, Alabama 35242

         Patricia L. Roberts, Secretary        William E. Zales, Jr., Corporate Secretary
             Southern Power Company               Southern Electric Generating Company
            270 Peachtree Street N.W.                    600 North 18th Street
             Atlanta, Georgia 30302                    Birmingham, Alabama 35291

         Patricia L. Roberts, Secretary
     Southern Communications Services, Inc.
            270 Peachtree Street N.W.
             Atlanta, Georgia 30302


                   (Names and addresses of agents for service)

                    The Commission is requested to mail signed copies of all
orders, notices and communications to:

                     Thomas A. Fanning                 Melissa K. Caen, Esq.
                 Executive Vice President,              Troutman Sanders LLP
           Chief Financial Officer and Treasurer     600 Peachtree Street, N.E.
                   The Southern Company                      Suite 5200
                270 Peachtree Street, N.W.          Atlanta, Georgia 30308-2216
                  Atlanta, Georgia 30303






         The Application in the foregoing file is amended to include the
information below. Capitalized terms used herein and not defined herein shall
have the meanings assigned to them in earlier filings made in Commission File
No. 70-10186. Except as modified herein, the transactions requested herein are
subject to Section 1.5: Parameters Applicable to Authorized Financing
Transactions in Amendment No. 3 to the Application, including but not limited to
the following parameters. At all times during the Authorization Period, Southern
represents that it and its public utility subsidiaries will each maintain a
common equity ratio of at least thirty percent of its consolidated
capitalization (common equity, preferred stock and long-term and short-term
debt) as reflected in its most recent Form 10-K or Form 10-Q filed with the
Commission adjusted to reflect changes in capitalization since the balance sheet
date, unless otherwise authorized. The applicant-declarants further represent
that no guarantees or securities, other than Common Stock, Commercial Paper or
short-term bank debt (with a maturity of one year or less), may be issued in
reliance upon the authorization granted by the Commission pursuant to this
Application, unless upon original issuance thereof: (i) the security to be
issued, if rated, is rated investment grade; (ii) all outstanding securities of
the issuer that are rated are rated investment grade; and (iii) all outstanding
securities of Southern that are rated are rated investment grade. For purposes
of this provision, a security will be deemed to be rated "investment grade" if
it is rated investment grade by at least one nationally recognized statistical
rating organization, as that term is used in paragraphs (c)(2)(vi)(E), (F) and
(H) of Rule 15c3-1 under the 1934 Act. The applicant-declarants also request the
Commission to reserve jurisdiction over the issuance of any guarantees or
securities that do not satisfy these conditions.



Item 1.
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A.      The text contained within subsection 5 in the second paragraph
of Section 1.4 shall be amended and restated as follows: 

          5. Southern and Southern Company Holdings,  Inc.  ("Holdings") request
     authority  to provide  guarantees  on behalf or for the  benefit of each of
     their subsidiaries in an aggregate amount not to exceed $1.5 billion at any
     time outstanding.

          B.   The  following  text  should be inserted at the end of the second
               paragraph of Section 1.4 of Item 1:

          6.  The   applicant-declarants   request   authority   to  enter  into
     transactions  to manage  interest  rate,  credit and equity price risk with
     regard to the issuance of securities.

          7.  Southern  requests  authority  to acquire  certain  securities  of
     certain of its public utility affiliates.

          8.  Southern  and  Holdings  request   authorization  to  acquire  the
     securities of  Intermediate  Subsidiaries  and  subsidiaries  authorized to
     engage in Development Activities and Administrative Activities with respect
     to Exempt Businesses (each as defined below).

C. Clause (iv) of the second paragraph of Section 1.5 shall be amended and
restated as follows: "(iv) on any Guarantee by Southern or Holdings of
obligations of their subsidiaries (other than Capital Funding) exceed 500 basis
points over a U.S. treasury security having an amount equal to the guaranteed
amount."

D. The final paragraph of Section 1.5 shall be amended and restated as
follows:

         Security Ratings:  The ratings, if any, of the securities issued by
the applicant-declarants are as follows:





                                                        S&P          Moody's        Fitch
Alabama Power Company
                                                                         
                         Unsecured Debt                  A             A2             A+
                         Trust Preferred               BBB+
                         Securities                                    A3             A
                         Preferred Stock                              Baa1            A
                         Commercial Paper               A-1            P-1           F-1

Georgia Power Company    Unsecured Debt                  A             A2             A+
                         Trust Preferred               BBB+
                         Securities                                    A3             A
                         Preferred Stock                              Baa1            A
                         Commercial Paper               A-1            P-1           F-1

Gulf Power Company
                         Unsecured Debt                  A             A2             A
                         Trust Preferred               BBB+
                         Securities                                    A3             A-
                         Preferred Stock                              Baa1            A-
                         Commercial Paper               A-1            P-1           F-1

Mississippi Power
Company                  Unsecured Debt                  A             A1            AA-
                         Trust Preferred               BBB+
                         Securities                                    A2             A+
                         Preferred Stock                               A3             A+
                         Commercial Paper               A-1            P-1           F-1

Savannah Electric and
Power Company            Unsecured Debt                  A             A2
                         Trust Preferred Stock         BBB+            A3
                         Preferred Stock                              Baa1
                         Commercial Paper               A-1            P-1

Southern Power Company   Unsecured Debt                BBB+           Baa1           BBB+
                         Commercial Paper               A-2            P-2

Southern
                         Unsecured Debt                 A-             A3             A
                         Trust Preferred               BBB+
                         Securities                                    A3
                         Preferred Stock                              Baa1
                         Commercial Paper               A-1            P-1           F -1

SCS                      Corporate Credit Rating         A



E.       The text contained within subsection 5 in Section 1.7 shall be amended 
and restated as follows:


                  5. Guarantees. From time to time through the Authorization
         Period, Southern and Holdings request authority to enter into
         guarantees, enter into expense agreements or otherwise provide credit
         support with respect to the debt or other securities or obligations,
         whether for payment and/or performance, of any or all of the
         subsidiaries of Southern1 and Holdings2 ("Guarantees"), as the case may
         be; provided that the total amount of Guarantees for Southern and
         Holdings at any time outstanding does not exceed an aggregate amount of
         $1.5 billion, provided however, that the amount of any Guarantees in


_______________________
1 Pursuant to HCAR No. 35-27867A (File No. 70-10186), Southern currently has
authority to provide from time to time guarantees on behalf of or for the
benefit of SCS in an aggregate principal amount not to exceed $330 million at
any time outstanding and to provide guarantees on behalf of or for the benefit
of Capital Funding. Southern proposes that the authorization to issue up to $1.5
billion in Guarantees sought in this file would supersede and replace the
authorization to provide guarantees to SCS pursuant to HCAR No. 35-27867A and be
effective immediately upon the date of the Commission's order herein but would
not supersede and replace the authorization to issue guarantees on behalf of or
for the benefit of Capital Funding pursuant to HCAR No. 35-27867A.



2 Pursuant to HCAR No. 35-26468 (File No. 70-8733) (the "Holdings Order"),
Southern, along with other applicants, was authorized to consolidate all of its
direct and indirect ownership interests in exempt projects under one subsidiary,
Holdings, which in turn was authorized to form intermediate and special purpose
subsidiaries to support investment in exempt projects, including Exempt
Wholesale Generators ("EWGs"), Foreign Utility Companies ("FUCOs") and
Energy-Related Companies. Southern also was authorized to guarantee the
securities issued by any of its direct or indirect subsidiaries from time to
time through December 31, 2000 in an aggregate amount not to exceed $1.2 billion
at any time outstanding. Holdings also was authorized to guarantee the
securities issued by any of its direct or indirect subsidiaries from time to
time through December 31, 2000 in an aggregate amount not to exceed $1.2 billion
at any time outstanding. Southern was authorized to provide performance
guarantees on behalf of Holdings and various other entities in an amount not to
exceed $800 million at any one time outstanding. Holdings, along with other
entities, also was authorized to provide performance guarantees to its direct or
indirect subsidiaries through December 31, 2003. The amount of these guarantees
were to be included in calculating the $1.2 billion aggregate amount of
performance guarantees provided by Southern only if they were supported by an
agreement or undertaking of Southern. Pursuant to HCAR No. 35-27303 (File No.
70-9727) (the "Transfer Order"), the authority granted in the Holdings Order was
transferred to Southern through June 30, 2005. Therefore, each of Southern and
Holdings currently has authority to provide from time to time guarantees on
behalf of its subsidiaries in an aggregate amount not to exceed $1.2 billion at
any time outstanding and performance guarantees on behalf of their subsidiaries
in an aggregate amount not to exceed $800 million at any time outstanding.
Pursuant to this authorization, Southern and Holdings have approximately $57
million in guarantees currently outstanding. Southern and Holdings propose that
the authorization sought in this file would supersede and replace the
authorization granted in the Transfer Order and be effective immediately upon
the date of the Commission's order herein.




         respect of obligations of any nonutility subsidiary shall also be
         subject to the limitations of Rule 53(a)(1) and Rule 58(a)(1), as
         applicable, and provided further that any Guarantee that is outstanding
         on the last day of the Authorization Period will expire or terminate in
         accordance with the stated terms of the Guarantee. In addition to
         providing direct parent guarantees, Southern and Holdings may also
         provide Guarantees in the form of formal credit enhancement agreements,
         including but not limited to "keep well" agreements and reimbursement
         undertakings under letters of credit. Guarantees may, in some cases, be
         provided to support obligations of subsidiaries that are not readily
         susceptible of exact quantification or that may be subject to varying
         quantification. In such cases, Southern or Holdings, as the case may
         be, will determine the exposure under the Guarantee for purposes of
         measuring compliance with the proposed limitation on Guarantees by
         appropriate means, including estimation of exposure based on loss
         experience or projected potential payment amounts. If appropriate,
         estimates will be made in accordance with generally accepted accounting
         principles in the United States of America. The estimations will be
         reevaluated periodically.

                      Southern and Holdings may each charge a fee for each
         Guarantee provided that it is not greater than the cost, if any, of
         obtaining the liquidity necessary to perform the Guarantee for the
         period of time the Guarantee remains outstanding.

                       6. Financing Risk Management Devices

                       (i) Interest Rate Hedges. To the extent not exempt under
         Rule 52, the applicant-declarants request authorization to enter into
         interest rate hedging transactions with respect to existing
         indebtedness that has been previously authorized by any relevant
         regulatory agency ("Interest Rate Hedges") in order to reduce or manage




         interest rate cost or risk. Interest Rate Hedges would only be entered
         into with counterparties ("Approved Counterparties") whose senior debt
         ratings, or the senior debt ratings of any credit support providers who
         have guaranteed the obligations of the counterparties, as published by
         S&P, are equal to or greater than BBB, or an equivalent ratings from
         Moody's or Fitch Investor Service. In no case will the notional
         principal amount of any Interest Rate Hedge exceed the face value of
         the underlying debt instrument and related interest rate exposure.
         Because transactions will be entered into for a fixed or determinable
         period, the applicant-declarants will not engage in speculative
         transactions. Interest Rate Hedges will involve the use of financial
         instruments and derivatives commonly used in today's capital markets,
         such as interest rate swaps, options, caps, collars, floors and
         structured notes (i.e., a debt instrument in which the principal and/or
         interest payments are indirectly linked to the value of an underlying
         asset or index), or transactions involving the purchase or sale,
         including short sales, of U.S. Treasury obligations. The transactions
         would be for fixed periods and stated notional amounts.

                       (ii) Anticipatory Hedges. To the extent not exempt under
         Rule 52, the applicant-declarants request authorization to enter into
         interest rate hedging transactions with respect to anticipated debt
         offerings ("Anticipatory Hedges"). Such Anticipatory Hedges would only
         be entered into with Approved Counterparties and would be utilized to
         fix and/or limit the interest rate risk associated with any new
         issuance through (i) a forward sale of exchange-traded U.S. Treasury
         futures contracts, U.S Treasury obligations and/or a forward swap (each
         a "Forward Sale"); (ii) the purchase of put options on U.S. Treasury
         obligations (a "Put Options Purchase"); (iii) a Put Options Purchase in




         combination with the sale of call options on U.S. Treasury obligations
         (a "Zero Cost Collar"); (iv) transactions involving the purchase or
         sale, including short sales, of U.S. Treasury obligations; or (v) some
         combination of a Forward Sale, Put Options Purchase, Zero Cost Collar
         and/or other derivative or cash transactions, including, but not
         limited to, structured notes, options, caps and collars, appropriate
         for Anticipatory Hedges. Anticipatory Hedges may be executed
         on-exchange ("On-Exchange Trades") with brokers through the opening of
         futures and/or options positions traded on the Chicago Board of Trade
         or the Chicago Mercantile Exchange, the opening of over-the-counter
         positions with one or more counterparties ("Off-Exchange Trades") or a
         combination of On-Exchange Trades and Off-Exchange Trades.

                       Fees, commissions and other amounts payable to the
         counterparty or exchange (excluding, however, the settlements arising
         from the financial instruments and derivatives, such as swap or option
         settlements) in connection with an Anticipatory Hedge or an Interest
         Rate Hedge will not exceed those generally obtainable in competitive
         markets for parties of comparable credit quality.

                       Each applicant-declarant will determine the optimal
         structure of each Anticipatory Hedge transaction at the time of
         execution. An applicant-declarant may decide to lock in interest rates
         and/or limit its exposure to interest rate increases. Each
         applicant-declarant represents that each Interest Rate Hedge and
         Anticipatory Hedge will be treated for accounting purposes under
         generally accepted accounting principles. Each applicant-declarant will
         comply with Statement of Financial Accounting Standards ("SFAS") 133
         ("Accounting for Derivative Instruments and Hedging Activities"),
         including any amendments to SFAS 133, or other standards relating to
         accounting for derivative transactions as are adopted and implemented
         by the Financial Accounting Standards Board ("FASB"). The Interest Rate
         Hedges and Anticipatory Hedges will qualify for hedge accounting
         treatment under the FASB standards in effect and determined at the date
         such hedges are entered into.




                       7. Acquisition of Securities of Certain Public Utility
         Affiliates. From time to time during the Authorization Period, Southern
         requests authority to acquire the common stock of Gulf Power Company
         and Mississippi Power Company in an aggregate amount not to exceed $420
         million and $300 million, respectively.3

                        8. Acquisition of Securities of Intermediate
         Subsidiaries and subsidiaries authorized to engage in Development and
         Administrative Activities with respect to Exempt Businesses. In
         connection with existing and future exempt businesses authorized
         pursuant to Rule 58 or Rule 53, including investments in energy-related
         companies or EWGs or FUCOs ("Exempt Businesses"), Southern and Holdings
         will engage directly or through subsidiaries in preliminary development
         activities ("Development Activities") and administrative and management
         activities ("Administrative Activities") associated with such
         investments.4 Development Activities will be limited to: due diligence
         and design review; market studies; preliminary engineering; site
         inspection; preparation of bid proposals, including, posting of bid
         bonds; application for required permits and/or regulatory approvals;
         acquisition of site options and options on other necessary rights;
         negotiation and execution of contractual commitments with owners of
         existing facilities, equipment vendors, construction firms, power


______________________
 3 Southern currently has no authority from the Commission to acquire common
stock of Gulf Power Company or Mississippi Power Company.

 4 Southern currently has authority to organize one or more intermediate
subsidiaries to make investments in Exempt Businesses and to spend up to $300
million on Development Activities pursuant to the Transfer Order. Southern
proposes that the authorization sought in this file would supersede and replace
the authorization granted in the Transfer Order and be effective immediately
upon the date of the Commission's order herein.



         purchasers, thermal "hosts," fuel suppliers and other project
         contractors; negotiation of financing commitments with lenders and
         other third-party investors; and other preliminary activities as may be
         required in connection with the Development Activities and
         Administrative Activities. Southern and Holdings request authority to
         acquire directly or indirectly the securities of one or more
         corporations, trusts, partnerships, limited liability companies or
         other entities (collectively, "Intermediate Subsidiaries"), which would
         be organized exclusively for the purpose of acquiring, holding and/or
         financing the acquisition of the securities of or other interest in one
         or more Exempt Businesses, provided that Intermediate Subsidiaries may
         also engage in Development Activities and Administrative Activities. To
         the extent that Southern or Holdings provide funds directly or
         indirectly to an Intermediate Subsidiary which are used for the purpose
         of making an investment in any Exempt Business, the amount of such
         funds will be included in Southern's or Holdings' "aggregate
         investment" in these entities, as calculated in accordance with rule 53
         or rule 58, as applicable.


G. Section 1.8 is amended and restated as follows:

                  With respect to transactions pursuant to the authority sought
         in this Application, the applicant-declarants will file, on a quarterly
         basis (within 75 days following the close of the fourth calendar
         quarter and 60 days following the close of each other calendar
         quarter), the following information: (i) the issuances of any Common
         Stock under the authority requested (except issuances pursuant to the
         Plans), Preferred Securities, Preferred Stock or Equity-linked




         Securities during the quarter, including the number of shares, the
         purchase price per share and the market price per share at the date of
         the agreement of sale, and also showing, separately, the cumulative
         amount of each type of security issued to date during the Authorization
         Period; (ii) the amount and terms of any Long-term Debt issued during
         the quarter which shall also separately show the amount of Long-term
         Debt cumulatively issued to date during the Authorization Period; (iii)
         the amount of any Short-term or Term Loan Notes or Commercial Paper
         outstanding at the end of the quarter; (iv) a statement describing the
         uses for the proceeds of the securities issued; (v) the total
         capitalization ratio of Southern as of the end of the quarter,
         including the dollar and percentage components of the capital structure
         on a consolidated basis, with consolidated debt to include all
         short-term debt and nonrecourse debt of all EWGs and FUCOs; (vi)
         market-to-book ratio of the Common Stock; (vii) the total number of
         shares of Common Stock issued or issuable under any of the Plans,
         together with the cumulative number of shares issued under the Plans to
         date during the Authorization Period; (viii) consolidated balance
         sheets as of the end of the quarter for Southern, Capital Funding and
         Holdings (if any are engaged in any financings pursuant to the
         authority granted in connection with this Application during the
         quarter); (ix) if a Guarantee is issued during the quarter, the name of
         the guarantor, the name of the beneficiary of the Guarantee and the
         amount, terms and purpose of the Guarantee; (x) if Common Stock has
         been transferred to a seller of securities of a company being acquired,
         the number of shares so issued, the value per share and whether the
         shares are restricted in the hands of the acquirer; (xi) information on
         significant variable interest entities where Southern is not the
         primary beneficiary, formed with any financing proceeds pursuant to the
         order in connection herewith, including a description of any financing
         transactions conducted during the reporting period that were used to




         fund such variable interest entities and a description of the
         accounting for such transactions under FASB Interpretation 46R; (xii)
         future registration statements filed under the Securities Act of 1933,
         as amended (the "1933 Act"), with respect to securities that are the
         subject of the instant Application will be filed or incorporated by
         reference as exhibits to the next certificate filed under Rule 24;
         (xiii) notational amount and principal terms of any Interest Rate
         Hedges or Anticipatory Hedges entered into during the quarter and
         identifying the counterparties; (xiv) purchases of common stock of Gulf
         Power Company and Mississippi Power Company by Southern during the
         quarter indicating the number of shares purchased and the purchase
         price; (xv) a copy of the balance sheet and income statements as of and
         for the period ending on the last day of the quarter for direct
         subsidiaries of Southern that hold the securities of Exempt Projects
         including, without limitation, Holdings; (xvi) a narrative description
         of Holdings activities during the quarter just ended organized by
         business category (project development, project related services and
         other) and, within each category, a description of new developments by
         project type (e.g., EWGs, FUCOs, energy related activities, etc.);
         (xvii) a chart showing, as of the end of the quarterly period, all
         associate companies of Southern that are EWGs, FUCOs, Intermediate
         Subsidiaries, special purpose subsidiaries that are organized to engage
         in any of the activities in which Southern is currently authorized to
         engage ("Special Purpose Subsidiaries") and Energy-Related Companies,
         Southern's direct or indirect investment in each entity and the
         aggregate direct and indirect investment by Southern in all these
         entities and Southern's percentage equity ownership in each entity,
         together with a statement indicating by category the type of entity or
         person (i.e., domestic corporation, foreign corporation, foreign
         government or natural person) owning the equity interests in each



         entity that are not held directly or indirectly by Southern; (xviii)
         investments made by Southern, directly or indirectly, in any
         Intermediate Subsidiary or Special Purpose Subsidiary in the previous
         quarter (to the extent not included in the response to (xvii) above),
         indicating the amount and type of the investment and generally
         identifying the facility with respect to which the Intermediate
         Subsidiary or Special Purpose Subsidiary was organized or formed; (xix)
         the amount, type and terms (including interest rate and maturity and
         the basis for inflation adjustment in the case of nonrecourse
         indebtedness and denominated in any currency other than U.S. dollars)
         of securities issued by Holdings or any subsidiary of Holdings (other
         than an Exempt Business) to third persons; (xx) a computation in
         accordance with Rule 53(a) of aggregate investment in EWGs and FUCOs;
         (xxi) a statement of aggregate investment as a percentage of the
         following: total capitalization, net utility plant, total consolidated
         assets and market value of common equity, all as of the end of the
         quarter; (xxii) consolidated capitalization ratios as of the end of the
         quarter, with consolidated debt to include all short-term debt and
         nonrecourse EWG and FUCO debt to the extent normally consolidated under
         applicable financial reporting rules; (xxiii) an analysis of the growth
         in consolidated retained earnings distinguishing total earnings growth
         attributable to EWGs and FUCOs from that attributable to other
         subsidiaries of Southern; (xxiv) a statement of revenues and net income
         of each EWG and FUCO for the 12 months ended as of the end of the
         quarter; (xxv) the names of any new Energy-Related Companies formed
         during the period not previously disclosed; (xxvi) a copy of the
         balance sheet and income statements for the period ending on the last
         day of the quarter for each Energy-Related Company, including a
         narrative discussion of any losses incurred during the period if
         applicable; (xxvii) a description of specific activities conducted by



         each Energy-Related Company during the quarter (i.e., the purpose of
         each subsidiary); and (xxviii) a statement for the period indicated the
         amount of revenue for each Energy-Related Company attributable to
         power, natural gas and any other energy commodity, expressed as a
         percentage of total revenues from the physical sale of energy
         commodities during the period. Southern will file Rule 24 certificates
         to notify the Commission of its issuances of securities that are exempt
         under the rules and regulations of the Act. Portions of the 1933 Act
         filings or the 1934 Act reports that contain disclosures of
         transactions occurring pursuant to the authorizations to be granted
         pursuant to this Application may be incorporated by reference into this
         proceeding through Rule 24 certificates of notification if the filings
         or reports contain the specific information required as set forth
         above. The certificates will also contain all other information
         required by Rule 24, including the certification that each transaction
         being reported on has been carried out in accordance with the terms and
         conditions of, and for the purposes represented in, this Application.

Item 2.
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         The fees and expenses in connection with the proposed transactions
(other than those described in Item 1 hereof and other than underwriting
discounts and commissions) are estimated not to exceed $5,000,000. The
prospectus supplement relating to each offering of Common Stock, Long-term Debt,
Preferred Stock, Preferred Securities or Equity-linked Securities will reflect
the actual expenses based upon the amount of the related offering.

Item 3.
-------
         Item 3 is amended and restated to read as follows:



         The applicant-declarants consider that Sections 6(a), 7, 9(a), 10,
12(b) and 12(f) of the Act and Rules 42, 45, 53 and 54 thereunder are applicable
to the proposed transactions. Any notes issued by SCS to evidence borrowings by
it as described herein and Interest Rate Hedges and Anticipatory Hedges entered
into by the Retail Operating Companies and SEGCO may be exempt pursuant to Rule
52 under the Act. Other transactions by SCS referred to herein will be in the
routine course of its business and not subject to Commission approval. Southern
considers that the proposed issuance and sale of Common Stock under the Plans
are subject to the provisions of Sections 6(a) and 7 of the Act and Rules 53 and
54 thereunder. Southern considers that any purchases of Common Stock by the
Employing Companies pursuant to the ESOP prior to contributing such stock to the
trust established pursuant to the ESOP are subject to the provisions of Sections
9(a) and 10 of the Act. The proposed transactions will be carried out in
accordance with the procedure specified in Rule 23 and pursuant to an order of
the Commission with respect thereto.

         Rule 53 Analysis. The proposed transactions are subject to Rule 54,
which provides that, in determining whether to approve the issue or sale of a
security for purposes of financing the acquisition of an EWG or FUCO as those
terms are defined in sections 32 and 33, respectively, of the Act, the
Commission shall not make certain adverse findings if the conditions set forth
in Rule 53(a)(1) through (a)(4) are met, and are not otherwise made inapplicable
by reason of the existence of any of the circumstances described in Rule 53(b).

         Southern currently meets all of the conditions of Rule 53(a). At March
31, 2005, Southern's "aggregate investment," as defined in Rule 53(a)(1), in



EWGs and FUCOs was approximately $265 million, or about 4.59% of Southern's
"consolidated retained earnings," also as defined in Rule 53(a)(1), as of March
31, 2005 ($5.769 billion).5

         With respect to Rule 53(a)(1), however, the Commission has determined
that Southern's financing of investments in EWGs and FUCOs in an amount greater
than the amount that would otherwise be allowed by Rule 53(a)(1) would not have
either of the adverse effects set forth in Rule 53(c). See The Southern Company,
Holding Company Act Release No. 26501, dated April 1, 1996 (the "Rule 53(c)
Order"); and Holding Company Act Release No. 26646, dated January 15, 1997
(order denying request for reconsideration and motion to stay). The Rule 53(c)
Order allows Southern to invest 100% of its consolidated retained earnings in
EWGs and FUCOs.

         In addition, Southern has complied and will continue to comply with the
record-keeping requirements of Rule 53(a)(2), the limitation under Rule 53(a)(3)
on the use of operating company personnel to render services to EWGs and FUCOs
and the requirements of Rule 53(a)(4) concerning the submission of copies of
certain filings under the Act to retail rate regulatory commissions. Further,
none of the circumstances described in Rule 53(b) has occurred. Finally, Rule
53(c) is, by its terms, inapplicable since the requirements of paragraphs 53(a)
and 53(b) are satisfied.

Item 4.
         No state commission and no federal commission (other than the
Commission) has jurisdiction over the proposed transactions.


_______________________
5 Although Southern owns all of the equity in four indirect subsidiaries (EPZ
Lease, Inc., Dutch Gas Lease, Inc., GAMOG Lease, Inc. and NUON Lease, Inc.),
Southern has no direct or indirect investment or any aggregate investment within
the meaning of Rule 53 in these FUCOs, including any direct or indirect
guarantees or credit positions related to any capital or financing leases. (See
Southern's application on Form U-1, File No. 70-9727, for further information.)
Southern has executed limited keep-well commitments whereby Southern would be
required to make capital contributions to SE Finance Capital Corp. II, SE
Finance Capital Corp. or SE Finance Company, Inc. in the event of a shortfall in
the scheduled debt service resulting from certain changes in the payments due
from Southern under the Southern Company Income Tax Allocation Agreement. The
maximum potential capital contribution required under these commitments is the
unamortized balance of the related loans, which totaled approximately $403
million as of March 31, 2005.



 Item 5.
-------
         Item 5 is restated as follows:

         The applicant-declarants hereby request that the Commission's order be
issued as soon as the rules allow. The applicant-declarants hereby waive a
recommended decision by a hearing officer or other responsible officer of the
Commission, consent that the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order in this matter, unless
such Division opposes the transactions proposed herein, and request that there
be no 30-day waiting period between the issuance of the Commission's order and
the date on which it is to become effective.

Item 6.
------
         Item 6(a) is amended to restate the following additional exhibits:
         (a)      Exhibits

                  K  -     Projected Cash Flow Summary of Southern for years
                           2005-2007 (Filed confidentially pursuant to Rule 
                           104).

                  L  -     Projected Capitalization of Southern for years
                           2005-2007 (Filed confidentially pursuant to Rule
                           104).

                  M  -     Projected Cash Flow Summary of Holdings for years
                           2005-2007 (Filed confidentially pursuant to Rule
                           104).

                  N  -     Projected Capitalization of Holdings for years 
                           2005-2007 (Filed confidentially pursuant to Rule 
                           104).

                  O  -     Summary of Guarantees (Filed confidentially pursuant
                           to Rule 104).



Item 6(b) is amended and restated as follows:

         (b)  Financial Statements.

                  Consolidated balance sheet, consolidated statements of
                  capitalization, stockholders' equity and comprehensive income
                  of Southern at March 31, 2005. (Designated in Southern's Form
                  10-Q for the quarter ended March 31, 2005, File No. 1-3526.)

                  Statements of income and cash flows of Southern for the
                  quarter ended March 31, 2005. (Designated in Southern's Form
                  10-Q for the quarter ended March 31, 2005, File No. 1-3526.)

                  Balance sheet of Alabama Power Company at March 31, 2005.
                  (Designated in Alabama Power Company's Form 10-Q for the
                  quarter ended March 31, 2005, File No. 1-3164.)

                  Statement of income of Alabama Power Company for the quarter
                  ended March 31, 2005. (Designated in Alabama Power Company's
                  Form 10-Q for the quarter ended March 31, 2005, File No.
                  1-3164.)

                  Balance sheet of Georgia Power Company at March 31, 2005.
                  (Designated in Georgia Power Company's Form 10-Q for the
                  quarter ended March 31, 2005, File No. 1-6468.)

                  Statement of income of Georgia Power Company for the quarter
                  ended March 31, 2005. (Designated in Georgia Power Company's
                  Form 10-Q for the quarter ended March 31, 2005, File No.
                  1-6468.)

                  Balance sheet of Gulf Power Company at March 31, 2005.
                  (Designated in Gulf Power Company's Form 10-Q for the quarter
                  ended March 31, 2005, File No. 0-2429.)

                  Statement of income of Gulf Power Company for the quarter
                  ended March 31, 2005. (Designated in Gulf Power Company's Form
                  10-Q for the quarter ended March 31, 2005, File No. 0-2429.)

                  Balance sheet of Mississippi Power Company at March 31, 2005.
                  (Designated in Mississippi Power Company's Form 10-Q for the
                  quarter ended March 31, 2005, File No. 001-11229.)

                  Statement of income of Mississippi Power Company for the
                  quarter ended March 31, 2005. (Designated in Mississippi Power
                  Company's Form 10-Q for the quarter ended March 31, 2005, File
                  No. 001-11229.)




                  Balance sheet of Savannah Electric and Power Company at March
                  31, 2005. (Designated in Savannah Electric and Power Company's
                  Form 10-Q for the quarter ended March 31, 2005, File No.
                  1-5072.)

                  Statement of income of Savannah Electric and Power Company for
                  the quarter ended March 31, 2005. (Designated in Savannah
                  Electric and Power Company's Form 10-Q for the quarter ended
                  March 31, 2005, File No. 1-5072.)

                  Balance sheet of Southern Power Company at March 31, 2005.
                  (Designated in Southern Power Company's Form 10-Q for the
                  quarter ended March 31, 2005, File No. 333-98553.)

                  Statement of income of Southern Power Company for the quarter
                  ended March 31, 2005 (Designated in Southern Power Company's
                  Form 10-Q for the quarter ended March 31, 2005, File No.
                  333-98553.)

                  Balance sheet of Southern Communications Services, Inc. at
                  December 31, 2004. (Designated in Southern Communications
                  Services, Inc.'s U-13-60 for the year ended December 31, 2004,
                  File No. 49-000159.)

                  Statement of income of Southern Communications Services, Inc.
                  for the period ending December 31, 2004. (Designated in
                  Southern Communications Services, Inc.'s U-13-60 for the year
                  ended December 31, 2004, File No. 49-000159.)

                  Balance sheet of Capital Funding at December 31, 2004.
                  (Designated in Southern's U5S for the year ended December 31,
                  2004, File No. 070-10203.)

                  Statement of income of Capital Funding for the period ending
                  December 31, 2004. (Designated in Southern's U5S for the year
                  ended December 31, 2004, File No. 070-10203.)

                  Balance sheet of Southern Company Energy Solutions LLC at
                  December 31, 2004. (Designated in Southern's U5S for the year
                  ended December 31, 2004, File No. 070-10203.)

                  Statement of income of Southern Company Energy Solutions LLC
                  for the period ending December 31, 2004. (Designated in
                  Southern's U5S for the year ended December 31, 2004, File No.
                  070-10203.)





                  Balance sheet of Southern Company Holdings, Inc. at December
                  31, 2004. (Designated in Southern's U5S for the year ended
                  December 31, 2004, File No. 070-10203.)

                  Statement of income of Southern Company Holdings, Inc. for the
                  period ending December 31, 2004. (Designated in Southern's U5S
                  for the year ended December 31, 2004, File No. 070-10203.)

                  Balance sheet of SCS at December 31, 2004. (Designated in
                  SCS's U-13-60 for the year ended December 31, 2004, File No.
                  49-00059.)

                  Statement of income of SCS for the period ending December 31,
                  2004. (Designated in SCS's U-13-60 for the year ended December
                  31, 2004, File No. 49-00059.)

                  Balance sheet of Southern Nuclear Operating Company, Inc. at
                  December 31, 2004. (Designated in Southern Nuclear Operating
                  Company, Inc.'s U-13-60 for the year ended December 31, 2004,
                  File No. 49-00099.)

                  Statement of income of Southern Nuclear Operating Company,
                  Inc. for the period ending December 31, 2004. (Designated
                  in Southern Nuclear Operating Company, Inc.'s U-13-60 for
                  the year ended December 31, 2004, File No. 49-00099.)

                  Balance sheet of Southern Electric Generating Company of 
                  December 31, 2004.  (Designated in Southern's U5S for the
                  year ended December 31, 2004, File No. 070-10203.)

                  Statement of income for Southern Electric Generating Company
                  for the period ending December 31, 2004. (Designated in
                  Southern's U5S for the year ended December 31, 2004, File No.
                  070-10203.)


         Since March 31, 2005, there have been no material adverse changes, not
in the ordinary course of business, in the financial condition of the
applicant-declarants from that set forth in or contemplated by the foregoing
financial statements.





                                    SIGNATURE
         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this amendment to be
signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 30, 2005          THE SOUTHERN COMPANY


                              By:/s/ Patricia L. Roberts_
                                     Patricia L. Roberts
                                     Assistant Secretary


                              ALABAMA POWER COMPANY


                              By: /s/ Wayne Boston             
                                      Wayne Boston
                                      Assistant Secretary


                              GEORGIA POWER COMPANY


                               By: /s/ Wayne Boston         
                                      Wayne Boston
                                      Assistant Secretary


                                      GULF POWER COMPANY


                                      By: /s/Wayne Boston
                                             Wayne Boston
                                             Assistant Secretary



                            MISSISSIPPI POWER COMPANY


                               By:     /s/ Wayne Boston
                                           Wayne Boston
                                           Assistant Secretary


                                 SAVANNAH ELECTRIC AND POWER COMPANY


                                 By: /s/ Wayne Boston
                                         Wayne Boston
                                        Assistant Secretary


                             SOUTHERN POWER COMPANY


                               By:  /s/ Wayne Boston  
                                        Wayne Boston
                                        Assistant Secretary


                             SOUTHERN COMMUNICATIONS
                             SERVICES, INC.


                               By: /s/  Patricia L. Roberts           
                                        Patricia L. Roberts
                                        Secretary



                            SOUTHERN COMPANY CAPITAL
                            FUNDING, INC.



                               By:  /s/Wayne Boston                     
                                      Wayne Boston
                                      Assistant Secretary


                                 SOUTHERN COMPANY ENERGY SOLUTIONS, LLC


                               By:    /s/ Patricia L. Roberts              
                                          Patricia L. Roberts
                                           Secretary


                         SOUTHERN COMPANY HOLDINGS, INC.


                               By:/s/ Patricia L. Roberts
                                      Patricia L. Roberts
                                      Secretary


                           SOUTHERN NUCLEAR OPERATING COMPANY, INC.


                               By: /s/ Wayne Boston              
                                       Wayne Boston
                                       Assistant Secretary


                         SOUTHERN COMPANY SERVICES, INC.


                               By:  /s/  Patricia L. Roberts             
                                         Patricia L. Roberts
                                         Assistant Secretary


                        SOUTHERN ELECTRIC GENERATING COMPANY


                               By:   /s/ Wayne Boston
                                         Wayne Boston
                                         Assistant Secretary