EHXIBIT A
CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THE SOUTHERN COMPANY

THE SOUTHERN COMPANY, a corporation organized and existing

under the laws of the State of Delaware (hereinafter called the

"Company"), DOES HEREBY CERTIFY, under its corporate seal as

follows:

1. The Board of Directors of the Company, at a meeting of

said Board of Directors duly called and held on March 8, 1993,

duly adopted the following resolutions, which have not been

revoked or modified and are in full force and effect:

"RESOLVED: That the Board of Directors of The Southern Company do hereby:

(1) Propose, set forth and declare advisable, and recommend to the stockholders their approval of an amendment of the Certificate of Incorporation, as heretofore amended, so as to increase the authorized number of shares of common stock of the par value of $5 from 500,000,000 to 1,000,000,000, and for such purpose Article FOURTH of said Certificate of Incorporation be amended to read as follows:

'FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1,000,000,000 shares, all of which are to be shares of common stock with a par value of five dollars ($5) each.'

(2) Direct that the amendment so proposed be considered at the next annual meeting of stockholders of the Company which shall be called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, which notice shall set forth a brief summary of the change to be effected by such amendment; and

RESOLVED FURTHER: That the proper officers be and they hereby are authorized to do any and all things necessary or appropriate, and as counsel may advise, to effect such amendment of the

Certificate of Incorporation, including, without limitation, executing and filing with the Securities and Exchange Commission a statement in respect thereof under the Public Utility Holding Company Act of 1935, and any necessary amendments thereto.

2. Thereafter, pursuant to the foregoing resolutions, at

the next annual meeting of stockholders of the Company which was

duly called and held in accordance with said resolutions and with

Sections 222 and 242 of said General Corporation Law on May 26,

1993 at 10:00 a.m. Central Daylight Time, the proposed amendment

was considered, a vote of the stockholders entitled to vote, by

ballot, in person or by proxy, was taken for and against the

proposed amendment, and the holders of a majority of the issued

and outstanding shares of common stock of the Company, being the

only class of stock authorized or issued and therefore the only

stock entitled to vote on said amendment, voted in favor of said

amendment.

3. The capital of the Company will not be reduced under or

by reason of said amendment.

4. The amendment hereinbefore set forth with respect to

Article FOURTH of the Certificate of Incorporation of the Company

has been duly adopted in accordance with the provisions of

Section 242 of said General Corporation Law.

IN WITNESS WHEREOF, THE SOUTHERN COMPANY has caused its

corporate seal to be hereunto affixed and this certificate to be

signed and acknowledged by Paul J. DeNicola, its Executive Vice

President, and to be attested by Tommy Chisholm, its Secretary,

this 22nd day of December, 1993.

THE SOUTHERN COMPANY

                                   By: /s/Paul J. DeNicola
                                       Executive Vice President

ATTEST:


/s/Tommy Chisholm
Secretary

STATE OF GEORGIA    )
                    :    ss.:
COUNTY OF DEKALB    )

BE IT REMEMBERED that on this 22nd day of December, 1993,

personally came before me, a Notary Public in and for the County

and State aforesaid, Paul J. DeNicola, Executive Vice President

of The Southern Company, a corporation of the State of Delaware

and the corporation described in and which executed the foregoing

certificate, known to me personally to be such, and he, the said

Paul J. DeNicola, as such executive vice president, duly signed

said certificate before me and duly acknowledged said certificate

to be the act and deed of said corporation and that the seal

affixed to said certificate is the corporate seal of said

corporation, said certificate has been signed by him, the

Executive Vice President of said corporation, and attested by

Tommy Chisholm, the Secretary of said corporation, each by his

own hand and in his own handwriting, and the facts stated in said

certificate are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of

office the day and year aforesaid.

       /s/Sandra K. McMichael
            Notary Public
       Douglas County, Georgia
My Commission Expires February 5, 1995

EXHIBIT E
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000

February 28, 1994

Securities and Exchange Commission
Washington, D.C. 20549

RE: Statement on Form U-1 of
The Southern Company
File No. 70-8181

Ladies and Gentlemen:

We have read the statement on Form U-1, as amended, referred to above and are furnishing this opinion with respect to the amendment by The Southern Company ("Southern") to Article FOURTH of its Certificate of Incorporation.

We are of the opinion that:

(a) Southern is a validly organized and duly existing corporation under the laws of the State of Delaware;

(b) all State laws applicable to such transaction by Southern have been complied with; and

(c) the consummation of such transaction by Southern did not violate the legal rights of the holders of any securities issued by Southern or any associate company thereof.

We hereby give our written consent to the use of this opinion in connection with the above-mentioned statement on Form U-1 and to the filing thereof with the Commission at the time of the filing by Southern of its certificate pursuant to Rule 24.

Very truly yours,

/s/Troutman Sanders