Exhibit 10(f)18

                             SECOND AMENDMENT TO THE
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                     OF SAVANNAH ELECTRIC AND POWER COMPANY


         WHEREAS, the Board of Directors of Savannah Electric and Power Company
(the "Company") heretofore adopted the Supplemental Executive Retirement Plan of
Savannah Electric and Power Company, as amended and restated January 1, 1996
(the "Plan"); and

         WHEREAS, the Company desires to amend the Plan to provide Participants
who incur certain adverse events with additional benefits; and

         WHEREAS, the Board of Directors of the Company is authorized pursuant
to Section 9.1 of the Plan to amend the Plan at any time.

         NOW, THEREFORE, effective July 15, 1997, the Board of Directors of the
Company hereby amends the Plan as follows:

                                       I.

         Delete Section 4.6 in its entirety and replace it with the following:

                  4.6 Transfers between Companies and Other Special Events.
         Except as provided below, following a transfer of employment or after
         incurring certain other enumerated events, the Participant shall not be
         entitled to or accrue any benefits under the Plan except as provided in
         this Section 4.6.

                  (a) (1) In the event a Participant in the Plan incurs one or
         more of the following adverse events prior to commencement of payment
         of his benefits under the Plan but after the Participant is eligible to
         retire as of an Early Retirement Date, such Participant will be
         entitled to the benefit described in Section 4.6(a)(2):

                                    (A) Participant is involuntarily transferred
                           to another subsidiary or affiliate of The Southern
                           Company ("Transferee Company") on account of the
                           functionalization of his job or on account of a
                           merger or consolidation of the Company and for
                           reasons other than for cause is terminated by the
                           Transferee Company, demoted to a lower grade level
                           position or incurs a salary reduction or freeze,
                           provided he otherwise remains eligible to participate
                           in this Plan as a key management level employee as
                           determined in Article III; or

                                    (B) For reasons other than for cause,
                           Participant is terminated, demoted to a lower grade
                           level position or incurs a salary reduction or freeze
                           by the Company on account of the functionalization of
                           his job, merger or consolidation of the Company or an
                           announced restructuring of management level job
                           positions, provided he otherwise remains eligible to
                           participate in this Plan as a key management level
                           employee as determined in Article III.

                           (2) Participant shall be entitled to a benefit
                  described in Section 4.1 as if he had attained his Normal
                  Retirement Date commencing upon the later of age 55 or the
                  first day of the month first following his termination of
                  employment from the Transferee Company or Company, as
                  applicable. In the event a Participant elects to commence his
                  benefit prior to attainment of age 55, his benefit shall be
                  calculated as provided in Section 4.1 as if he had attained
                  his Normal Retirement Date but shall be reduced by one-twelfth
                  (1/12) of five percent (5%) for each month the benefit
                  commences prior to the date the Participant would attain age
                  55.

                           (3) For purposes of calculating any benefit paid to a
                  Participant pursuant to this Section 4.6(a), the Participant's
                  Final Average Salary, Social Security Amount, Assumed Pension
                  Plan Retirement Benefit and any other component of the benefit
                  formula under this Plan shall be determined as of the
                  Participant's date of termination from the Company or, if
                  later, from the Transferee Company.

                  (b) In the event a Participant in the Plan voluntarily
         transfers to a Transferee Company prior to commencement of payment of
         his benefits under the Plan and subsequently retires from the
         Transferee Company or another subsidiary or affiliate of The Southern
         Company, the benefits to be paid to such Participant under the Plan
         shall be the amount determined by multiplying the amount determined in
         accordance with Section 4.6(b)(1) times the amount determined in
         accordance with Section 4.6(b)(2) below.

                           (1)      Seventy percent (70%) of such Participant's
                                    Final Average Salary reduced by both of the
                                    following:

                                    (A)     fifty percent (50%) of such
                                            Participant's Social Security
                                            Amount.

                                    (B)     such Participant's Assumed Pension
                                            Plan Retirement Benefit as of the
                                            effective date of such transfer of
                                            employment.

                           (2)      The Participant's number of years and months
                                    of Credited Service as of the effective date
                                    of such transfer plus one year of Credited
                                    Service for each year of subsequent
                                    employment at the other subsidiary or
                                    affiliate of The Southern Company, divided
                                    by the number of years and months of
                                    Credited Service which the Participant will
                                    have completed at age 62 if he remains
                                    employed until such age.

                  For purposes of calculating any benefit paid a transferred
         Participant pursuant to this Section 4.6(b), the Participant's Final
         Average Salary, Social Security Amount, Assumed Pension Plan Retirement
         Benefit and any other such component of the benefit formula under this
         Plan, except for Credited Service as set forth in Section 4.6(b)(2)
         above, shall be determined as of the Participant's date of transfer.

                  If the transferred Participant retires from another subsidiary
         or affiliate of The Southern Company or the Company on a date other
         than his Normal Retirement Date, dies, becomes disabled or otherwise
         ceases to be employed by another subsidiary or affiliate of The
         Southern Company or the Company, such Participant, or surviving spouse
         in the event of the death of the Participant, shall receive the benefit
         available under this Plan due upon the occurrence of such event as if
         the Participant continued to accrue service under this Section 4.6(b).
         Any such alternative benefit shall be subject to all applicable
         limitations, adjustments and reductions described in this Plan that
         apply in the event that a Participant retires on a date other than his
         Normal Retirement Date, dies, becomes disabled or otherwise terminates
         employment with the Company, including but not limited to those set
         forth in Sections 4.2, 4.3 and 4.6 hereof and Articles V, VI and VII
         hereof.

                                       II.

         Delete Section 4.7 in its entirety and replace it with the following:

                  4.7 Effect of Other Arrangement on Plan Benefits. In the event
         a Participant in the Plan enters into a supplemental benefit
         arrangement with the Company or Transferee Company other than in
         accordance with this Plan, in the sole discretion of the Chief
         Executive Officer of the Company or any comparable successor thereto
         the benefits to be paid to such Participant under this Plan may be
         reduced on an actuarially equivalent basis by the benefits payable to
         such Participant under the other supplemental benefit arrangement. The
         determination as to whether there exists another supplemental benefit
         arrangement shall be made by the Chief Executive Officer of the Company
         or any comparable successor thereto in its sole discretion.


         IN WITNESS WHEREOF, the Company, through its duly authorized officer,
has adopted the Second Amendment to the Supplemental Executive Retirement Plan
of Savannah Electric and Power Company this ______ day of _____________, 1998.

                                       SAVANNAH ELECTRIC AND POWER COMPANY

                                       By:

                                       Title:_____________________________

ATTEST:

By:

Title:__________________

(CORPORATE SEAL)