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<SEC-DOCUMENT>0000092122-03-000257.txt : 20031117
<SEC-HEADER>0000092122-03-000257.hdr.sgml : 20031117
<ACCEPTANCE-DATETIME>20031117175925
ACCESSION NUMBER:		0000092122-03-000257
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20031117
EFFECTIVENESS DATE:		20031117

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOUTHERN CO
		CENTRAL INDEX KEY:			0000092122
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				580690070
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-110559
		FILM NUMBER:		031008962

	BUSINESS ADDRESS:	
		STREET 1:		270 PEACHTREE ST
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303
		BUSINESS PHONE:		4045065000

	MAIL ADDRESS:	
		STREET 1:		270 PEACHTREE STREET
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30303
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>esp_s8.txt
<TEXT>



    As filed with the Securities and Exchange Commission on November 17, 2003



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                  ------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ------------

                              THE SOUTHERN COMPANY
             (Exact name of registrant as specified in its charter)


                Delaware                                 58-0690070
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

       270 Peachtree Street, N.W.                          30303
            Atlanta, Georgia                             (Zip Code)
(Address of principal executive offices)

                   THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
                            (Full title of the plan)

                            TOMMY CHISHOLM, Secretary
                              THE SOUTHERN COMPANY
                           270 Peachtree Street, N.W.
                             Atlanta, Georgia 30303
                     (Name and address of agent for service)
                                 (404) 506-5000
          (Telephone number, including area code, of agent for service)

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

            THOMAS A. FANNING                            MELISSA K. CAEN
Executive Vice President, Chief Financial             TROUTMAN SANDERS LLP
          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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================== ======================== ======================== ======================== ========================

                                                           Proposed                 Proposed
   Title of Each Class             Amount                   Maximum                  Maximum                 Amount of
      of Securities                 to be               Aggregate Price             Aggregate              Registration
    to be Registered           Registered (1)            Per Unit (2)          Offering Price (2)               Fee
- -------------------------- ------------------------ ------------------------ ------------------------ ------------------------

<S>                           <C>                           <C>                   <C>                         <C>
 Common Stock, par value      20,000,000 shares             $29.17                $583,400,000                $47,198
      $5 per share
========================== ======================== ======================== ======================== ========================
</TABLE>

         (1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.

         (2) Pursuant to Rule 457(h)(1), these figures are based upon the
average of the high and low prices paid for a share of the Company's Common
Stock on November 12, 2003, as reported in the New York Stock Exchange
consolidated reporting system, and are used solely for the purpose of
calculating the registration fee.


<PAGE>




PART II    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The documents listed below are incorporated by reference in this
registration statement; and all documents subsequently filed by The Southern
Company ("SOUTHERN" or the "registrant") or The Southern Company Employee
Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

              (a)(1)       The registrant's Annual Report on Form 10-K for
                           the year ended December 31, 2002.

                 (2)       The Plan's Annual Report on Form 11-K for the year
                           ended December 31, 2002.

              (b)(1)       The registrant's Current Reports on Form 8-K
                           dated April 17, 2003, April 21, 2003 and May 21,
                           2003.

                 (2)       The registrant's Quarterly Reports on Form 10-Q for
                           the quarters ended March 31, 2003, June 30, 2003 and
                           September 30, 2003.

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

           Certain of SOUTHERN's financial statements and schedules incorporated
by reference in this Registration Statement have been audited by Arthur Andersen
LLP ("Andersen"), independent public accountants, as indicated in their reports
with respect to the financial statements and schedules, and are incorporated by
reference in this Registration Statement, in reliance upon the authority of
Andersen as experts in giving such reports. On March 28, 2002, SOUTHERN's Board
of Directors, upon recommendation of its Audit Committee, decided not to engage
Andersen as its principal public accountants. SOUTHERN has not obtained reissued
reports from Andersen and has been unable to obtain, after reasonable efforts,
Andersen's written consent to incorporate by reference Andersen's reports on the
financial statements. Under these circumstances, Rule 437a under the Securities
Act of 1933, as amended, permits this Registration Statement to be filed without
a written consent from Andersen. The absence of such written consent from
Andersen may limit a shareholder's ability to assert claims against Andersen
under Section 11(a) of the Securities Act of 1933, as amended, for any untrue
statement of a material fact contained in the financial statements audited by
Andersen or any omissions to state a material fact required to be stated
therein.

Item 4.    Description of Securities.

           Not applicable.


                                      II-1


<PAGE>

Item 5.    Interests of Named Experts and Counsel.

           None.

Item 6.    Indemnification of Directors and Officers.

         Section 145 of Title 8 of the Delaware Code gives a corporation power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The same Section also gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Also, the Section states that, to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

         The By-Laws of SOUTHERN provide in substance that no present or future
director or officer of SOUTHERN shall be liable for any act, omission, step or
conduct taken or had in good faith which is required, authorized or approved by
order issued pursuant to the Public Utility Holding Company Act of 1935, the
Federal Power Act, or any state statute regulating SOUTHERN or its subsidiaries
by reason of their being public utility companies or public utility holding
companies, or any amendment to any thereof. In the event that such provisions
are found by a court not to constitute a valid defense, each such director and


                                      II-2
<PAGE>

officer shall be reimbursed for, or indemnified against, all expenses and
liabilities incurred by him or imposed on him, in connection with, or arising
out of, any such action, suit or proceeding based on any act, omission, step or
conduct taken or had in good faith as in such By-Laws described.

         The By-Laws of SOUTHERN also provide in pertinent part as follows:

                  "Each person who is or was a director or officer of the
         Corporation and who was or is a party or was or is threatened to be
         made a party to any threatened, pending or completed claim, action,
         suit or proceeding, whether civil, criminal, administrative or
         investigative, by reason of the fact that he is or was a director or
         officer of the Corporation, or is or was serving at the request of the
         Corporation as a director, officer, employee, agent or trustee of
         another corporation, partnership, joint venture, trust, employee
         benefit plan or other enterprise, shall be indemnified by the
         Corporation as a matter of right against any and all expenses
         (including attorneys' fees) actually and reasonably incurred by him and
         against any and all claims, judgments, fines, penalties, liabilities
         and amounts paid in settlement actually incurred by him in defense of
         such claim, action, suit or proceeding, including appeals, to the full
         extent permitted by applicable law. The indemnification provided by
         this Section shall inure to the benefit of the heirs, executors and
         administrators of such person.

                  Expenses (including attorneys' fees) incurred by a director or
         officer of the Corporation with respect to the defense of any such
         claim, action, suit or proceeding may be advanced by the Corporation
         prior to the final disposition of such claim, action, suit or
         proceeding, as authorized by the Board of Directors in the specific
         case, upon receipt of an undertaking by or on behalf of such person to
         repay such amount unless it shall ultimately be determined that such
         person is entitled to be indemnified by the Corporation under this
         Section or otherwise; provided, however, that the advancement of such
         expenses shall not be deemed to be indemnification unless and until it
         shall ultimately be determined that such person is entitled to be
         indemnified by the Corporation."

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

Item 7.    Exemption from Registration Claimed.

           Not applicable.

                                      II-3
<PAGE>

Item 8.    Exhibits.

           Exhibit
           Number

         4.1    - Composite Certificate of Incorporation of SOUTHERN
                  reflecting all amendments through January 5, 1994. (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).

         4.2    - Bylaws of SOUTHERN as amended effective February 17, 2003
                  and presently in effect. (Designated in Form 10-Q for the
                  quarter ended June 30, 2003, File No. 70-8181, as Exhibit
                  3(a)(1)).

         4.3    - The Southern Company Employee Savings Plan, Amended and
                  Restated effective January 1, 2002 and Amendments One through
                  Five thereto. (Designated in Form 10-K for the year ended
                  December 31, 2001, File No. 1-3526, as Exhibit 10(a)52, in
                  Registration No. 333- 96883 as Exhibit 4(d) and in Form 10-Q
                  for the quarter ended September 30, 2003, File No. 1-3526, as
                  Exhibit 10(a)(1)).

         4.4    - Trust Agreement between Southern Company Services, Inc. and
                  Merrill Lynch Trust Company of Florida, as Trustee under the
                  Plan. (Designated in Registration No. 333-96883 as Exhibit
                  4(e)).

         5.1    - Opinion of Troutman Sanders LLP, counsel to SOUTHERN.

         5.2    - Internal Revenue Service determination letters dated March
                  5, 1996, June 10, 1996 and February 24, 2000. (Designated in
                  Form 11-K for the year ended December 31, 1995, File No.
                  1-3526, as Exhibit B and in Registration No. 333-96883 as
                  Exhibit 5(c)).

         5.3    - Internal Revenue Service determination letter dated January
                  31, 2003.

         23.1   - The consent of Troutman Sanders LLP is contained in Exhibit
                  5.1.

         23.2   - Consent of Deloitte & Touche LLP.

         24     - Powers of Attorney and resolution.

             Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission and which were designated as noted above are
hereby incorporated herein by reference and made a part hereof with the same
effect as if filed herewith.

Item 9.    Undertakings.

         (a) Undertaking related to Rule 415 offering:

                  The undersigned registrant hereby undertakes:

                                      II-4
<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. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high and of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective registration statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the registration statement or
                           any material change to such information in the
                           registration statement;

                           Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the registration statement is on
                  Form S-3, Form S-8 or Form F-3 and the information required to
                  be included in a post-effective amendment by those paragraphs
                  is contained in periodic reports filed with or furnished to
                  the Commission by the registrant pursuant to Section 13 or
                  Section 15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in the registration statement.

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such
                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         (b) Undertaking relating to filings incorporating subsequent Securities
Exchange Act of 1934 documents by reference:

                                      II-5
<PAGE>

                           The undersigned registrant hereby undertakes that,
                  for purposes of determining any liability under the Securities
                  Act of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and each filing of the Plan's annual
                  report pursuant to Section 15(d) of the Securities Exchange
                  Act of 1934) that is incorporated by reference in the
                  registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         (c) Undertaking relating to filing of registration statement on Form
S-8:

                           Insofar as indemnification for liabilities arising
                  under the Securities Act of 1933 may be permitted to
                  directors, officers and controlling persons of the registrant
                  pursuant to the foregoing provisions, or otherwise, the
                  registrant has been advised that in the opinion of the
                  Securities and Exchange Commission such indemnification is
                  against public policy as expressed in the Act and is,
                  therefore, unenforceable. In the event that a claim for
                  indemnification against such liabilities (other than the
                  payment by the registrant of expenses incurred or paid by a
                  director, officer or controlling person of the registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the Act and will be governed by the final adjudication of such
                  issue.



                                      II-6
<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 November 17, 2003.

                                   THE SOUTHERN COMPANY

                                   By: H. Allen Franklin
                                        Chairman of the Board, President and
                                        Chief Executive Officer


                                   By: /s/Wayne Boston
                                        Wayne Boston
                                        Attorney-in-Fact

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

SIGNATURE           TITLE                                            DATE
- ---------           -----                                            ----

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

Thomas A. Fanning   Executive Vice President, Chief Financial
                    Officer and Treasurer (Principal Financial
                    Officer)

W. Dean Hudson      Comptroller and Chief Accounting Officer
                    (Chief Accounting Officer)


Thomas J. Chapman   )
Bruce S. Gordon     )
Donald M. James     )       Directors
Zack T. Pate        )
J. Neal Purcell     )
Gerald J. St. Pe    )

By:  /s/Wayne Boston                                          November 17, 2003
      Wayne Boston
      Attorney-in-Fact


                                      II-7
<PAGE>


      The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on November 17, 2003.


                                 THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN


                                 By: /s/Robert A. Bell
                                      Robert A. Bell
                                      Vice President
                                      Member of the Employee Savings Plan
                                      Committee



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>x5_1.txt
<TEXT>
                                                                    Exhibit 5.1

                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP
                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900

                                November 17, 2003

The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia  30303

         Re:      The Southern Company
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have examined the above-captioned registration statement proposed to
be filed by The Southern Company ("Southern") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for the
registration of additional shares of its common stock, par value $5 per share
(the "Stock"), for issuance pursuant to The Southern Company Employee Savings
Plan (the "Plan"). We have also examined certified copies of Southern's
Certificate of Incorporation, as amended, and of its by-laws and are familiar
with all proceedings relating to the issuance and sale of the Stock. We are of
the opinion that:

                  (a) Upon compliance with the relevant provisions of the Act
and the Public Utility Holding Company Act of 1935, as amended, and upon
compliance with the securities or "Blue Sky" laws of any jurisdiction applicable
thereto, Southern may legally issue and sell the Stock without obtaining the
consent or approval of any other governmental authority.

                  (b) When the necessary consents or approvals as referred to in
paragraph (a) hereinabove have been obtained, and when certificates for the
Stock have been executed by Southern, countersigned and registered by the
transfer agent and registrar and delivered in accordance with the Plan, the
Stock will be valid and legally issued, fully paid and non-assessable shares of
Southern, and the holders thereof will be entitled to the rights and privileges
appertaining thereto as set forth in Southern's Certificate of Incorporation, as
amended.




  ATLANTA o HONG KONG o LONDON o NORFOLK o RALEIGH o RICHMOND TYSONS CORNER o
                       VIRGINIA BEACH o WASHINGTON, D.C.



<PAGE>


The Southern Company
November 17, 2003
Page 2



         We hereby consent to the filing of this opinion as an exhibit to the
registration statement.

                                                     Very truly yours,

                                                     /s/Troutman Sanders LLP

                                                     TROUTMAN SANDERS LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.3
<SEQUENCE>4
<FILENAME>x5_3.txt
<TEXT>
                                                                     Exhibit 5.3


INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201


                                             Employer Identification Number:
Date:  JAN 31 2003                             63-0274273
                                             DLN:
                                               17007060148032
SOUTHERN COMPANY SERVICES INC                Person to Contact:
270 PEACHTREE ST NW BIN 943                    PATRICA PHILIPS         ID# 11429
ATLANTA, GA 30303-0000                       Contact Telephone Number:
                                               (877) 829-5500
                                             Plan Name:
                                               THE SOUTHERN COMPANY
                                               EMPLOYEE SAVINGS PLAN
                                               Plan Number: 002

Dear Applicant:

           We have made a favorable determination on the plan identified above
based on the information you have supplied. Please keep this letter, the
application forms submitted to request this letter and all correspondence with
the Internal Revenue Service regarding your application for a determination
letter in your permanent records. You must retain this information to preserve
your reliance on this letter.

         Continued qualification of the plan under its present form will depend
on its effect in operation. See section 1.401-1 (b) (3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.

         The enclosed Publication 794 explains the significance and the scope of
this favorable determination letter based on the determination requests selected
on your application forms. Publication 794 describes the information that must
be retained to have reliance on this favorable determination letter. The
publication also provide examples of the effect of a plan's operation on its
qualified status and discusses the reporting requirements for qualified plans.
Please read Publication 794.

         This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

         This determination is subject to your adoption of the proposed
amendments submitted in your letter dated JANUARY 22, 2003. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401 (b).

         This plan satisfies the requirements of Code section 4975 (e) (7).

         This letter considers the changes in qualification requirements made by
the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform



<PAGE>


                                       -2-

SOUTHERN COMPANY SERVICES INC

Act of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000,
Pub. L. 106-554.

         This letter may not be relied on with respect to whether the plan
satisfies the requirements of section 401 (a) of the Code, as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

         The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

         The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

         We have sent a copy of this letter to your representative as indicated
in the power of attorney.

         If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                    Sincerely yours,


                                    [s]
                                    Paul T. Shultz
                                    Director,
                                    Employee Plans Rulings & Agreements


Enclosures:
Publication 794
Addendum


<PAGE>


                                       -3-

SOUTHERN COMPANY SERVICES INC

         This determination letter acknowledges receipt of your amendment(s)
intended to satisfy the requirements of section 401 (a) of the Code, as amended
by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L.
107-16.

         This determination letter is applicable for the amendments executed on
December 22, 2000, September 25, 2001, January 9, 2002, February 19, 2002, June
21, 2002, and September 26, 2002.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>x23_2.txt
<TEXT>
                                                                    Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Southern Company on Form S-8 of our reports dated February 17, 2003 relating to
the financial statements as of and for the year ended December 31, 2002
appearing in the Annual Report on Form 10-K of Southern Company for the year
ended December 31, 2002 and our report dated April 18, 2003 relating to the
financial statements of The Southern Company Employee Savings Plan as of and for
the year ended December 31, 2002 appearing in the Annual Report on Form 11-K of
The Southern Company Employee Savings Plan for the year ended December 31, 2002.

/s/Deloitte & Touche LLP

Atlanta, Georgia
November 14, 2003









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>x24.txt
<TEXT>
                                                                      Exhibit 24


October 20, 2003


H. Allen Franklin, Thomas A. Fanning, Tommy Chisholm and Wayne Boston


Dear Sirs:

         The Southern Company proposes to file with the Securities and Exchange
Commission a registration statement or statements under the Securities Act of
1933, as amended, with respect to the issuance and sale of additional shares of
its common stock pursuant to and in accordance with The Southern Company
Employee Savings Plan, in an amount not to exceed 20,000,000 shares.
         The Southern Company and the undersigned directors and officers of The
Southern Company, individually as a director and/or as an officer of The
Southern Company, hereby make, constitute and appoint each of you our true and
lawful Attorney for each of us and in each of our names, places and steads to
sign and cause to be filed with the Securities and Exchange Commission in
connection with the foregoing such registration statement or statements and
appropriate amendment or amendments (including post-effective amendments)
thereto.
                                     Yours very truly,

                                     THE SOUTHERN COMPANY


                                     By /s/H. Allen Franklin
                                          H. Allen Franklin
                                      Chairman, President and
                                      Chief Executive Officer



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                                      - 2 -



________________                                     /s/J. Neal Purcell
         Daniel P. Amos                                J. Neal Purcell



________________                                    /s/Gerald J. St. Pe'
         Dorrit J. Bern                               Gerald J. St. Pe'



      /s/Thomas F. Chapman                        /s/G. Edison Holland, Jr.
       Thomas F. Chapman                            G. Edison Holland, Jr.



      /s/H. Allen Franklin                            /s/Thomas A. Fanning
       H. Allen Franklin                                Thomas A. Fanning



       /s/Bruce S. Gordon                             /s/Tommy Chisholm
        Bruce S. Gordon                                 Tommy Chisholm



       /s/Donald M. James                             /s/W. Dean Hudson
        Donald M. James                                 W. Dean Hudson



        /s/Zack T. Pate
          Zack T. Pate


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                                       -3-

Extract from minutes of meeting of the board of directors of The Southern
Company.

                             - - - - - - - - - - - -

         RESOLVED FURTHER: That for the purpose of signing the registration
         statement or statements under the Securities Act of 1933, as amended,
         to be filed with the Securities and Exchange Commission with respect to
         the issuance and sale by the Company of additional shares of its common
         stock under the Employee Savings Plan and of remedying any deficiencies
         with respect thereto by appropriate amendment or amendments (including
         post-effective amendments), the Company, the members of its board of
         directors and its officers are authorized to give their several powers
         of attorney to H. Allen Franklin, Thomas A. Fanning, Tommy Chisholm and
         Wayne Boston;

                             - - - - - - - - - - - -

         The undersigned officer of The Southern Company does hereby certify
that the foregoing is a true and correct copy of a resolution duly and regularly
adopted at a meeting of the board of directors of The Southern Company, duly
held on October 20, 2003, at which a quorum was in attendance and voting
throughout, and that said resolution has not since been rescinded but is still
in full force and effect.


Dated:  November 17, 2003                     THE SOUTHERN COMPANY


                                             By /s/Tommy Chisholm
                                                 Tommy Chisholm
                                                   Secretary




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