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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000092122-05-000386.txt : 20051121
<SEC-HEADER>0000092122-05-000386.hdr.sgml : 20051121
<ACCEPTANCE-DATETIME>20051121133645
ACCESSION NUMBER:		0000092122-05-000386
CONFORMED SUBMISSION TYPE:	35-CERT
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20051121
DATE AS OF CHANGE:		20051121
EFFECTIVENESS DATE:		20051121

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:		35-CERT
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-10186
		FILM NUMBER:		051217381

	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>35-CERT
<SEQUENCE>1
<FILENAME>cofnseriesc.txt
<TEXT>

                           CERTIFICATE OF NOTIFICATION

                                    Filed by

                              THE SOUTHERN COMPANY

Pursuant to orders of the Securities and Exchange Commission dated June 30,
2004, July 23, 2004 and June 30, 2005 in the matter of File No. 70-10186.

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

The Southern Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows:

         1. On November 16, 2005, the issuance by Southern Company Capital
Funding, Inc. ("Capital Funding") of $250,000,000 aggregate principal amount of
its Series C 5.75% Senior Notes due November 15, 2015 (the "Series C Notes"),
pursuant to the Third Supplemental Indenture dated as of November 16, 2005,
supplementing the Senior Note Indenture dated as of February 1, 2002 among
Capital Funding, the Company, as guarantor, and The Bank of New York, as
Trustee, and the guarantee of the Series C Notes by the Company were carried out
in accordance with the terms and conditions of and for the purposes represented
by the application, as amended, and of said orders with respect thereto.

         2. Filed herewith are the following exhibits:

       Exhibit A -- Prospectus supplement with respect to the Series C
                    Notes, dated November 8, 2005. (Filed electronically
                    November 10, 2005, in File Nos. 333-65178, 333-65178-01,
                    333-65178-02 and 333-65178-03.)

       Exhibit B -- Underwriting Agreement with respect to the Series C
                    Notes dated November 8, 2005. (Designated in Form 8-K, File
                    No. 1-3526, dated November 8, 2005 as Exhibit 1.1.)

       Exhibit C -- Third Supplemental Indenture to Senior Note
                    Indenture dated as of November 16, 2005, providing for the
                    issuance of the Series C Senior Notes. (Designated in Form
                    8-K, File No. 1-3526, dated November 8, 2005 as Exhibit
                    4.2.)

       Exhibit D -- Opinion of Troutman Sanders LLP, dated November 21, 2005.


Dated: November 21, 2005                      THE SOUTHERN COMPANY



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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>cofnseriescexd.txt
<DESCRIPTION>EXHIBIT D
<TEXT>
                                                                       Exhibit D


                              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 21, 2005





Securities and Exchange Commission
Washington, DC 20549

RE:      Statement on Form U-1
         of The Southern Company
         (herein called the "Company")
         File No. 70-10186

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 issuance and sale by Southern
Company Capital Funding, Inc. ("Capital Funding") of $250,000,000 aggregate
principal amount of its Series C 5.75% Senior Notes due November 15, 2015 (the
"Series C Notes") and the guarantee of the Series C Notes by the Company (the
"Guarantee").

We are of the opinion that:

(a)   each of the Company and Capital Funding is validly organized and duly
      existing as a corporation under the laws of the State of Delaware;

(b)   the subject transactions have been consummated in accordance with such
      statement on Form U-1, as amended;

(c)   all state laws applicable to the transactions have been complied with;

(d)   the Series C Notes are valid and binding obligations of Capital Funding in
      accordance with their terms;

(e)   the Guarantee is a legal and binding obligation of the Company in
      accordance with its terms; and

(f)   the consummation of the transactions did not violate the legal rights of
      the holders of any securities issued by the Company or any associate
      company thereof.

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


<PAGE>

TROUTMAN SANDERS LLP
          ATTORNEYS AT LAW
   A LIMITED LIABILITY PARTNERSHIP

Securities and Exchange Commission
November 21, 2005
Page 2




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


                                Very truly yours,

                             /s/Troutman Sanders LLP













      ATLANTA o HONG KONG o LONDON o NEW YORK o NORFOLK o RALEIGH RICHMONDo
                TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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