Exhibit 10(a)72

                               FOURTH AMENDMENT TO
                              THE SOUTHERN COMPANY

                                  PENSION PLAN

         WHEREAS, the Board of Directors of Southern Company Services, Inc. (the
"Company") heretofore adopted The Southern Company Pension Plan (the "Plan"), as
amended and restated effective January 1, 1997;

         WHEREAS, the Company desires to amend the Plan to grant prior service
credit to certain employees formerly employed by Pacific Gas and Electric
Company ("PG&E") and to provide for an offset of the PG&E retirement benefit;

         WHEREAS, the Company desires to amend the Plan to grant prior service
and benefit credit to certain employees formerly employed by Orange and Rockland
Utilities, Inc. ("O&R") and to provide for an offset of the O&R retirement
benefit;

         WHEREAS, the Company also desires to make certain clarifying changes to
the Plan; and

         WHEREAS, the Company is authorized pursuant to Section 13.1 of the Plan
to amend the Plan at any time.

         NOW, THEREFORE, the Company hereby amends the Plan as follows to be
effective as provided herein:

                                       1.

         Effective January 1, 1997, Section 15.2(d) of the Plan shall be amended
by replacing the term "Early Retirement Date" with the term "earlier Retirement
Date" in each place where such term appears.

                                       2.

         Effective January 1, 1997, Section 15.3 of the Plan is amended by
deleting such Section in its entirety and replacing it with the following:

         15.3 Early Retirement Reduction.

                  (a) With respect to Employees described in Section 15.1(a) and
         (b) who retire before their Normal Retirement Date, the monthly amount
         of Retirement Income provided in Section 15.2 shall be reduced in
         accordance with Section 5.5. With respect to Employees described in
         Section 15.1(c), the monthly amount of Retirement Income provided in
         Section 15.2 shall be reduced in accordance with Section 5.5 except
         that the term "five-tenths of one percent (0.5%)" shall replace the
         term "three-tenths of one percent (0.3%)" where it appears in the first
         paragraph thereof.

                  (b) Notwithstanding paragraph (a) above, if a former Employee
         subject to Section 15.1(c)(1) who is eligible to receive Retirement
         Income is reemployed by an Affiliated Employer, his Retirement Income
         accrued prior to his original termination from service shall be
         determined in accordance with the terms of the Plan in effect as of
         such termination. In the event that an Employee described in the
         preceding sentence accrues additional Retirement Income in accordance
         with Section 15.2 after his reemployment, such Retirement Income shall
         be subject to Sections 15.2(c) and the second sentence of Section
         15.3(a).

                                       3.

         Effective January 1, 1995, Section 16.1(a)(3) of the Plan shall be
amended to read as follows:

         (3) With respect to determining the Social Security Offset and the
         level income option set forth in the last paragraph of Section 5.5, the
         actual salary history of the Scheduled Employee during his employment
         with any Affiliated Employer and with Scott Paper Company shall be
         utilized. If the actual salary history is not available from Scott
         Paper Company, such history shall be estimated in accordance with
         Section 5.4.

                                       4.

         Effective January 1, 1999, Section 16.1(c)(1) of the Plan shall be
amended by replacing the phrase "eligible to become a Participant" with the
phrase "included in the Plan" and Section 16.1(c)(4) shall be amended to read as
follows:

         (4) For purposes of calculating Retirement Income, such CES Employee's
         actual salary history with CES shall be included. With respect to
         determining the Social Security Offset and the level income option set
         forth in the last paragraph of Section 5.5, if the actual salary
         history is not available from CES, such history shall be estimated in
         accordance with Section 5.4.

                                       5.

         Effective April 1, 1999, Article XVI of the Plan shall be amended by
adding the following to the end thereof:

         (d) Former Pacific Gas and Electric Company Employees.

                  (1) Effective April 1, 1999, notwithstanding any other
         provision of the Plan to the contrary, any former employees of Pacific
         Gas and Electric Company ("PG&E") who were employed by Southern Energy
         Resources, Inc. and are set forth on a schedule of employees
         acknowledged by the Retirement Board (hereinafter "PG&E Employees")
         shall be included in the Plan as of the first day of the month
         coincident with or next following the later of the PG&E Employee's
         employment date or the date on which he first completes an Eligibility
         Year of Service as provided in Paragraph (5) below.

                  (2) PG&E Employees who (A) were actively employed by PG&E on
         January 1, 1997 and (B) attain their fortieth (40th) birthday on or
         before January 1, 2002 shall not be subject to provisions of Article XV
         of the Plan.

                  (3) If and when a PG&E Employee attains his Early Retirement
         Date, Normal Retirement Date, or Deferred Retirement Date, or
         terminates service for any reason subject to the requirements of
         Section 8.1 or 8.2, he shall be entitled to receive Retirement Income
         based on both his Accredited Service with an Employing Company and his
         service for benefit purposes as defined and accrued under the Pacific
         Gas and Electric Company Retirement Plan (the "PG&E Plan") which shall
         be treated as if Accredited Service under this Plan. To calculate such
         PG&E Employee's Retirement Income, the PG&E Employee's Accrued
         Retirement Income, as determined in accordance with Section 5.1, shall
         first be reduced by the Employee's accrued benefit in the PG&E Plan,
         determined as if he retired from PG&E on his Normal Retirement Date, as
         defined in the PG&E Plan on April 1, 1999. Thereafter, such PG&E
         Employee's Retirement Income shall be subject to applicable reductions,
         if any, in accordance with Article V, Section 8.1 and Section 8.2, as
         appropriate.

                  (4) For purposes of calculating Retirement Income, such PG&E
         Employee's actual salary history with PG&E shall be included. With
         respect to determining the Social Security Offset and the level income
         option set forth in the last paragraph of Section 5.5, if the actual
         salary history is not available from PG&E, such history shall be
         estimated in accordance with Section 5.4.

                  (5) For vesting and participation purposes, such PG&E Employee
         shall be entitled to receive Vesting and Eligibility Years of Service
         as provided under the Plan and, in addition, shall be entitled to
         vesting and eligibility service equal to such service as defined and
         accrued under the PG&E Plan.

                                       6.

         Effective July 1, 1999, Article XVI of the Plan shall be amended by
adding the following to the end thereof:

         (e) Former Orange and Rockland Utilities, Inc. Employees.

                  (1) Effective July 1, 1999, notwithstanding any other
         provision of the Plan to the contrary, any former employees of Orange
         and Rockland Utilities, Inc. ("O&R") who were employed by Southern
         Energy Resources, Inc. and are set forth on a schedule of employees
         acknowledged by the Retirement Board (hereinafter "O&R Employees")
         shall be included in the Plan as of the first day of the month
         coincident with or next following the later of the O&R Employee's
         employment date or the date on which he first completes an Eligibility
         Year of Service as provided in Paragraph (8) below.

                  (2) Notwithstanding anything in the Plan to the contrary, the
         monthly Retirement Income payable to an O&R Employee shall be a monthly
         Retirement Income determined as a single life annuity commencing on his
         Normal Retirement Date equal to (A) the Allowance payable to such O&R
         Employee as defined under the Employees' Retirement Plan of Orange and
         Rockland Utilities, Inc. ("O&R Plan") on June 30, 1999 ("Closing Date")
         and as accrued under the O&R Plan for periods prior to the Closing Date
         ("O&R Benefit") and (B) one-twelfth (1/12) of two percent (2%) of the
         O&R Employee's Earnings received during each year of Accredited Service
         under the Plan for periods beginning on and after the Closing Date. In
         addition, for purposes of (B) above, immediately prior to an O&R
         Employee's separation from the service of an Employing Company, such
         O&R Employee shall be credited with two additional years of Accredited
         Service, with Earnings credited during each of these two additional
         years of Accredited Service equal to his Earnings at the time he
         separates from service.

                  (3) Notwithstanding anything in the Plan to the contrary, the
         Early Retirement Date of an O&R Employee under the Plan shall be the
         first day of the month following the date such O&R Employee retires on
         or after his fifty-fifth (55th) birthday, provided such O&R Employee
         has accrued ten (10) or more years of Accredited Service. For such
         purpose, the O&R Employee's Credited Service for periods prior to April
         8, 1999, and Eligible Service for periods on and after April 8, 1999
         and prior to the Closing Date, as such service is defined and accrued
         under the O&R Plan, shall be treated as Accredited Service under this
         Plan. The amount of such O&R Employee's Retirement Income shall be
         determined in accordance with Paragraph (2) above, reduced by one-third
         of one-percent (.333%) for each complete calendar month by which the
         commencement date precedes the first day of the month following the O&R
         Employee's sixtieth (60th) birthday. The reduction in the preceding
         sentence shall be in lieu of the reduction described in Section 5.5. No
         reduction of an O&R Employee's Retirement Income shall be made,
         however, if the sum of such O&R Employee's number of years of
         Accredited Service (including his Eligible Service under the O&R Plan
         prior to the Closing Date) and his age as of his Early Retirement Date
         equals or exceeds eighty-five (85).

                  (4) In addition to the other benefits described herein, an O&R
         Employee who retires from service after his Early Retirement Date and
         whose Retirement Income commences after his sixtieth (60) birthday and
         before his sixty-second (62nd) birthday shall receive a supplemental
         payment of six hundred dollars ($600.00) for each month beginning on
         the date his Retirement Income commences. Such supplemental payments
         shall cease after payment is made for the month which includes such O&R
         Employee's sixty-second (62nd) birthday or the month during which the
         O&R Employee dies, whichever is earlier. This supplemental payment
         shall not be paid as an optional form of payment under the Plan and
         shall not be payable to any Provisional Payee. Notwithstanding the
         foregoing, in any event, the supplemental payment shall not be paid
         under this Plan to the extent that a supplemental payment is payable
         under the O&R Plan.

                  (5) The Retirement Income payable to an O&R Employee who is
         entitled to receive Retirement Income in accordance with Article VIII
         shall be determined in accordance with paragraph (2). Such O&R Employee
         may elect to receive his vested Retirement Income as of the first day
         of any month after his fifty-fifth (55th) birthday provided such O&R
         Employee has accrued ten (10) or more years of Accredited Service or as
         of his Normal Retirement Date. For such purpose, the O&R Employee's
         Credited Service for periods prior to April 8, 1999, and Eligible
         Service for periods on and after April 8, 1999 and prior to the Closing
         Date, as such service is defined and accrued under the O&R Plan, shall
         be treated as Accredited Service under this Plan. Such Retirement
         Income shall be reduced by one-half of one-percent (.5%) for each
         calendar month by which the commencement date precedes the first day of
         the month following the O&R Employee's sixty-fifth (65th) birthday. The
         reduction in the preceding sentence shall be in lieu of the reduction
         described in Section 8.2.

                  (6) For purposes of calculating the level income option set
         forth in the last paragraph of Section 5.5 , the actual pay history of
         an O&R Employee with O&R shall be utilized. If the actual pay history
         is not available from O&R, such history shall be estimated in
         accordance with Section 5.4.

                  (7) If and when an O&R Employee attains his Early Retirement
         Date, Normal Retirement Date, or Deferred Retirement Date, or
         terminates service for any reason subject to the requirements of
         Section 8.1 or 8.2, his Retirement Income shall be offset by the
         largest O&R Benefit payable under the O&R Plan as of (A) the Closing
         Date, (B) the date such O&R Employee's benefits commence under this
         Plan or (C) any date during the period beginning on the Closing Date
         and ending on the date such O&R Employee's benefits commence under this
         Plan. Notwithstanding the preceding sentence, in the event that an O&R
         Employee is not eligible to receive an O&R Benefit prior to his
         sixty-fifth (65th) birthday, the amount of the offset shall (A) in the
         event that the O&R Employee's Retirement Income commences prior to his
         sixty-fifth (65th) birthday, be reduced when he attains his sixty-fifth
         (65th) birthday by the largest O&R Benefit payable to such O&R
         Employee, regardless of whether such O&R Benefit actually commences
         when he attains his sixty-fifth (65th) birthday, or (B) in the event
         that the O&R Employee's Retirement Income commences on or after he
         attains his sixty-fifth (65th) birthday, be reduced by the amount of
         the O&R Benefit payable to such O&R Employee at the time his Retirement
         Income commences, regardless of whether his O&R Benefit commences at
         such time. Any reduction described above shall be made after an O&R
         Employee's Retirement Income is adjusted in accordance with Article V,
         or Section 8.1 and Section 8.2, as appropriate. The offsets set forth
         in this Paragraph shall be further described in an Offset Summary
         adopted by the Retirement Board, which shall be used as a reference to
         calculate the amount of the O&R Plan offsets.

                  (8) For purposes of vesting and participation, an O&R Employee
         shall accrue service as provided under the Plan and, in addition, shall
         be entitled to service credit for these purposes equal to his Eligible
         Service as defined and accrued under the O&R Plan prior to the Closing
         Date.

                  (9) For purposes of Paragraph (2) above, Earnings shall have
         the same meaning as set forth in Section 1.13 of the Plan modified as
         follows: (A) during a Plan Year in which an O&R Employee is employed,
         Earnings shall include the rate of salary or wages actually paid to
         such O&R Employee, plus actual annual incentive payments made to the
         O&R Employee for which he is eligible; (B) for the two year period
         credited in accordance with the last sentence of Paragraph (2),
         Earnings shall have the same meaning as set forth in (A) above, except
         that it shall be based on such O&R Employee's rate of salary or wages
         in effect as of his separation from service.

                                       7.

         Effective January 1, 1997, Section 1.14(a) of the Georgia Power Company
Schedule and Section 1.13(a) of the Southern Nuclear Operating Company, Inc.
Schedule shall be amended by replacing the term "nuclear plan premium" with the
term "nuclear plant premium" in each place where such term appears.

                                       8.

         Except as amended herein by this Fourth Amendment, the Plan shall
remain in full force and effect.

         IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly
authorized officer, has adopted this Fourth Amendment to The Southern Company
Pension Plan pursuant to resolutions of the Board of Directors of Southern
Company Services, Inc. this ____ day of ___________________, 1999, to be
effective as stated herein.

                                       SOUTHERN COMPANY SERVICES, INC.

                                       By:

                                       Title:
ATTEST

By:      ________________________
Its:     ________________________