Exhibit 10(a)61

                              SEVENTH 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, as amended and
restated effective as of January 1, 1997 (the "Plan");

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

         WHEREAS, the Company desires to amend the Plan to enhance the benefits
of employees who are not covered by the terms of a collective bargaining
agreement and employees who are covered by the terms of a collective bargaining
agreement with OPEIU Local 455, IBEW Local 1208 or SPFPA Local 576; and

         WHEREAS, the Company desires to amend the Plan to enhance the benefits
payable to retirees.

         NOW, THEREFORE, the Company hereby amends the Plan as follows,
effective as of June 1, 2000, unless otherwise indicated below:

                                       1.

         The first paragraph of Section 1.36, "Social Security Offset," shall be
amended to read as follows:

         1.36     "Social Security Offset" shall mean an amount equal to
                  one-half (1/2) of the amount, if any, of the Federal primary
                  Social Security benefit (primary old age insurance benefit) to
                  which it is estimated that an Employee will become entitled in
                  accordance with the Social Security Act in force as provided
                  in subparagraphs (a) through (e) below which shall exceed:
                  $168 per month on and after January 1, 1989; $250 per month on
                  and after January 1, 1991; for Employees who (i) are not
                  covered by the terms of a collective bargaining agreement or
                  (ii) are covered by the terms of a collective bargaining
                  agreement but where the bargaining unit representative and an
                  Employing Company have mutually agreed to participation in the
                  Plan as amended, $325 per month on and after January 1, 1996;
                  for Employees who are covered by the terms of a collective
                  bargaining agreement with IBEW Local 1208, $350 per month on
                  and after January 1, 1998; and for Employees who perform an
                  Hour of Service on or after May 1, 2000 and who (i) are not
                  covered by the terms of a collective bargaining agreement or
                  (ii) are covered by the terms of a collective bargaining
                  agreement with OPEIU Local 455 or SPFPA Local 576, $350 per
                  month on and after May 1, 2000, multiplied by a fraction not
                  greater than one, the numerator of which shall be the
                  Employee's total Accredited Service, and the denominator of
                  which shall be such total Accredited Service plus the
                  Accredited Service the Employee could have accumulated if he
                  had continued his employment from the date he terminates
                  service with any Affiliated Employer until his Normal
                  Retirement Date. For purposes of determining the estimated
                  Federal primary Social Security benefit used in the Social
                  Security Offset, an Employee shall be deemed to be entitled to
                  receive Federal primary Social Security benefits after
                  retirement or death, if earlier, regardless of the fact that
                  he may have disqualified himself to receive payment thereof.
                  In addition to the foregoing, the calculation of the Social
                  Security benefit shall be based on the salary history of the
                  Employee as provided in Section 5.4 and shall be determined
                  pursuant to the following, as applicable:

                                                    2.

         Section 2.4, "Employees reemployed," shall be deleted in its entirety
and replaced with the following new Section 2.4, effective as of April 2, 2001:

         2.4      Employees reemployed.
                  --------------------

                  (a) With respect to an Employee not described in subsection
                  (b), any Employee whose service terminates at any time and who
                  is reemployed as an Employee, unless excluded under Section
                  2.6, will be included in the Plan as provided in Section 2.1
                  unless:

                           (1) prior to termination of his service he had
                  completed at least one Year of Service; and

                           (2) upon his reemployment, to the extent provided in
                  Section 8.3 without regard to Section 8.4, he is entitled to
                  restoration of his Years of Service, in which case he will be
                  included in the Plan as of the date of his reemployment.

                           For purposes of determining Years of Service of an
                  Employee who is reemployed by an Affiliated Employer
                  subsequent to a One-Year Break in Service, a Year of Service
                  subsequent to his reemployment shall be computed on the basis
                  of the twelve (12) consecutive month period commencing on his
                  date of reemployment or an anniversary thereof.

                  (b) With respect to an Employee whose benefits transferred to
                  the Mirant Services Pension Plan following Mirant Services
                  (f/k/a Southern Energy Resources, Inc.) ceasing to be an
                  Affiliated Employer on April 2, 2001 and who is later
                  reemployed by an Employing Company, such Employee's Accredited
                  Service shall not be restored following his reemployment,
                  notwithstanding the provisions of Sections 8.3, 8.4 or any
                  other provision of the Plan. However, such Employee's
                  Eligibility Years of Service and Vesting Years of Service
                  shall be restored to the extent provided in Section 8.3,
                  without regard to Section 8.4 and subsection (a) above.

                                                    3.

         Subsection (e) of Section 4.2, "Accredited Service," shall be amended
by adding the following sentence to the end:

                  Notwithstanding the above, on and after May 1, 2000, for
                  Employees who perform an Hour of Service on or after May 1,
                  2000 and who (i) are not covered by the terms of a collective
                  bargaining agreement, or (ii) are covered by the terms of a
                  collective bargaining agreement with OPEIU Local 455, IBEW
                  Local 1208 or SPFPA Local 576, the above limit on years of
                  Accredited Service shall no longer apply.

                  With respect to the Employees described above, any references
                  in the Plan or any Schedule to the limitation under Section
                  4.2(e) shall be disregarded.

                                                    4.

         Section 5.2, "Minimum Retirement Income payable upon retirement at
Normal Retirement Date or Deferred Retirement Date," shall be amended by adding
two new paragraphs immediately following the first paragraph. The current second
paragraph shall become the fourth paragraph. The new paragraphs shall read as
follows:

                           The monthly Minimum Retirement Income to an Employee
                  who performs an Hour of Service on or after May 1, 2000, who
                  is not covered by the terms of a collective bargaining
                  agreement or is covered by the terms of a collective
                  bargaining agreement with OPEIU Local 455, IBEW Local 1208 or
                  SPFPA Local 576, and who retires from the service of an
                  Employing Company at his Normal Retirement Date or his
                  Deferred Retirement Date (before adjustment for Provisional
                  Payee designation, if any) shall receive the greater benefit
                  of (i) the monthly Minimum Retirement Income calculated in the
                  preceding paragraph, or (ii) monthly Minimum Retirement Income
                  in an amount equal to 1.25% of his Average Monthly Earnings
                  multiplied by his years (and fraction of a year) of Accredited
                  Service to his Normal Retirement Date or Deferred Retirement
                  Date, without a Social Security Offset.

                           For purposes of item (ii) above, Average Monthly
                  Earnings shall be calculated using the Employee's Earnings, as
                  defined in Section 1.13, increased by any cash payments made
                  during any given Plan Year from an annual group incentive
                  plan. "Annual group incentive plan" shall mean each plan
                  designated as such and approved and ratified for each Plan
                  Year by the manager of the Southern Company Compensation
                  Administration department pursuant to procedures established
                  by the Retirement Board. The Executive Productivity
                  Improvement Plan shall be considered an "annual group
                  incentive plan" only with regard to amounts earned in 1999 or
                  a prior Plan Year and/or with regard to amounts which became
                  payable in 2000 or a prior Plan Year.

                                                    5.

         Section 5.3, "Minimum Retirement Income upon retirement at Early
Retirement Date or upon termination of service by reason of death or otherwise
prior to retirement," shall be deleted in its entirety and replaced with the
following new Section 5.3:

                           5.3 Minimum Retirement Income upon retirement at
                  Early Retirement Date or upon termination of service by reason
                  of death or otherwise prior to retirement. The monthly Minimum
                  Retirement Income payable to an Employee (or his Provisional
                  Payee), if he shall retire on his Early Retirement Date, or if
                  his service shall terminate by reason of death or otherwise
                  prior to retirement, shall be determined in accordance with
                  the following provisions:

(a)                   Upon retirement at Early Retirement Date, his Minimum
                      Retirement Income (before adjustment for Provisional Payee
                      designation, if any) shall be an amount determined in the
                      manner described in Section 5.2 as of the Employee's Early
                      Retirement Date.

(b)                   Upon termination of service by reason of the death of the
                      Employee prior to retirement and after the effective date
                      of his Provisional Payee designation or deemed
                      designation, the Minimum Retirement Income for the purpose
                      of determining the Employee's Accrued Retirement Income
                      upon which payment to his Provisional Payee in accordance
                      with Section 7.4 shall be based shall be an amount
                      determined in the manner described in Section 5.2 as of
                      the date of the Employee's death.

(c)                   For an Employee who terminates his service with an
                      Employing Company with entitlement to receive Retirement
                      Income in accordance with Section 8.1, upon retirement at
                      his Early Retirement Date or Normal Retirement Date, his
                      Minimum Retirement Income (before adjustment for
                      Provisional Payee designation, if any) shall be an amount
                      determined in the manner described in Section 5.2 as of
                      the date of the Employee's termination of service.

(d)                   Upon termination of service by reason of disability (as
                      defined in Section 4.4) of the Employee prior to
                      retirement, provided such Employee does not return to the
                      service of an Employing Company prior to his Retirement
                      Date, his Minimum Retirement Income shall be an amount
                      determined in the manner described in Section 5.2 as of
                      the Employee's Retirement Date.

                                                    6.

         The second paragraph of Section 5.5, "Early Retirement Income," shall
be amended by adding the following new sentence to the end:

                  Notwithstanding the preceding sentence, Retirement Income for
                  Employees other than Employees described in Section 15.1(c)
                  who perform an Hour of Service on or after May 1, 2000 and who
                  (i) are not covered by the terms of a collective bargaining
                  agreement or (ii) are covered by the terms of a collective
                  bargaining agreement with OPEIU Local 455, IBEW Local 1208 or
                  SPFPA Local 576, the term three-tenths of one percent (0.3%)
                  shall replace the term one-third of one percent ([OBJECT
                  OMITTED]%) in the preceding sentence.

                                                    7.

         Subsection (d) of Section 5.9, "Required distributions," shall be
deleted in its entirety and replaced with the following new subsection (d),
effective as of January 1, 2001:

                  (d)      Determining required minimum distributions

                  With respect to distributions under the Plan made in calendar
                  years beginning on or after January 1, 2001, the Plan will
                  apply the minimum distribution requirements of section
                  401(a)(9) of the Internal Revenue Code in accordance with the
                  regulations under section 401(a)(9) that were proposed in
                  January 2001, notwithstanding any provision of the Plan to the
                  contrary. This amendment shall continue in effect until the
                  end of the last calendar year beginning before the effective
                  date of final regulations under section 401(a)(9) or such
                  other date specified in guidance published by the Internal
                  Revenue Service.

                                       8.

         Effective January 1, 2001, Section 5.11, "Increase in Retirement Income
of retired Employees," shall be deleted in its entirety and replaced with the
following new Section 5.11:

         5.11     Increase in Retirement Income of retired Employees

         (a)      1996 Increase.

                  (1) Retirement Income payable on and after January 1, 1996 to
                  an Employee (or to the Provisional Payee of an Employee) who
                  retired under the Prior Plans at his Early Retirement Date,
                  Normal Retirement Date, or Deferred Retirement Date on or
                  before January 1, 1996 will be adjusted to increase the amount
                  thereof by an amount ranging from a minimum of one and
                  one-half percent (1.5%) to a maximum of seven and one-half
                  percent (7.5%) in accordance with the following schedule:

                     Year in which                                   Percentage
                  retirement occurred                                 increase
                  -------------------                                ----------

                             1995                                      1.5%
                             1994                                      3.0%
                             1993                                      4.5%
                             1992                                      6.0%
                  1991 and prior years                                 7.5%

                  (2) A similar adjustment, based on the date of the
                  commencement of Retirement Income payments to the Employee's
                  Provisional Payee, rather than the Employee's Retirement Date,
                  will be made in respect of Retirement Income which is payable
                  on or after January 1, 1996 where a Provisional Payee election
                  was in effect, or was deemed to be in effect, when an Employee
                  died while in service prior to January 1, 1996 and prior to
                  his retirement.

                  (3) A similar adjustment will be made in respect of Retirement
                  Income which is payable on or after January 1, 1996 for a
                  former Employee who is not eligible to retire but who is
                  vested in a benefit (or the Provisional Payee of such former
                  Employee) for which payments have commenced on or before
                  January 1, 1996 in accordance with the terms of the Prior
                  Plans, except for Employees whose Retirement Income has been
                  cashed-out pursuant to the terms of the Prior Plans.

                  (4) For purposes of determining the applicable percentage
                  increase under this Section 5.11(a), the year of retirement
                  includes retirement where the last day of employment was
                  December 31 of such year. An Employee whose Deferred
                  Retirement Date is on or before January 1, 1988 and who did
                  not retire at his Normal Retirement Date shall be deemed to
                  have retired at his Normal Retirement Date for purposes of
                  determining the increase in his Retirement Income payable at
                  his Deferred Retirement Date.

                  (5) This Section 5.11(a) shall not apply with respect to an
                  Employee who has not retired, but for whom the distribution of
                  Retirement Income has commenced pursuant to Section 5.9 of the
                  Plan.

         (b)      2001 Increase.

                  (1) Retirement Income payable on and after January 1, 2001 to
                  an Employee (or to the Provisional Payee of an Employee) who
                  retired under the Plan or the Prior Plans at his Early
                  Retirement Date, Normal Retirement Date, or Deferred
                  Retirement Date on or before January 1, 2001 will be adjusted
                  to increase the amount thereof by an amount ranging from a
                  minimum of one and one-half percent (1.5%) to a maximum of
                  seven and one-half percent (7.5%) in accordance with the
                  following schedule:

                  Pension Benefit Commencement Dates

                                                                     Increase
                           From                Through              Percentage

                  February 1, 2000             January 1, 2001           1.5%
                  February 1, 1999             January 1, 2000           3.0%
                  February 1, 1998             January 1, 1999           4.5%
                  February 1, 1997             January 1, 1998           6.0%
                  Before February 1, 1997                                7.5%

                  An Employee whose Deferred Retirement Date is on or before
                  January 1, 1988 and who did not retire at his Normal
                  Retirement Date shall be deemed to have retired at his Normal
                  Retirement Date for purposes of determining the increase in
                  his Retirement Income payable at his Deferred Retirement Date.

                  (2)      (A) The adjustment provided in Section 5.11(b)(1)
                           will be made in respect of Retirement Income which is
                           payable on or after January 1, 2001 to a Provisional
                           Payee, pursuant to Section 7.1 of the Plan, based on
                           the Employee's pension benefit commencement date
                           under the Plan or the Prior Plans.

                           (B) The adjustment provided in Section 5.11(b)(1)
                           will be made in respect of Retirement Income which is
                           payable on or after January 1, 2001 to a Provisional
                           Payee, pursuant to Section 7.4 of the Plan, due to
                           the death of an Employee while in the service of an
                           Employing Company based on the Provisional Payee's
                           pension benefit commencement date under the Plan or
                           the Prior Plans.

                  (3) A similar adjustment will be made in respect of Retirement
                  Income which is payable on or after January 1, 2001 for a
                  former Employee who is not eligible to retire but who is
                  vested in a benefit (or the Provisional Payee of such former
                  Employee) for which payments have commenced on or before
                  January 1, 2001 in accordance with the terms of the Plan or
                  Prior Plans, except for Employees whose Retirement Income has
                  been cashed-out pursuant to the terms of the Plan or Prior
                  Plans.

                  (4) Retirement Income payable to an Employee pursuant to the
                  last paragraph of Section 5.5 (i.e., the Social Security level
                  payment option) shall be adjusted for the increase provided in
                  Section 5.11(b)(1) by applying the percentage increase
                  separately to the portion of the Employee's Retirement Income
                  payable before age 65, if still being paid, and his Retirement
                  Income received or to be received after he attains age 65.

                  (5) The increased benefits provided for in Section 5.11(b)(1)
                  shall not apply to the portion of an Employee's Retirement
                  Income payable as a Social Security bridge payment to an
                  Employee who retired subject to the terms of an early
                  retirement window and who is receiving Social Security
                  "bridge" payments pursuant to such early retirement window.

                  (6) This Section 5.11(b) shall not apply with respect to an
                  Employee who has not retired, but for whom the distribution of
                  Retirement Income has commenced pursuant to Section 5.9 of the
                  Plan.

                  (7) The adjustment provided in Section 5.11(b)(1) will be made
                  in respect of an Allowance which is payable on or after
                  January 1, 2001 to a SEPCO Employee or a former SEPCO
                  Employee, as defined in the SEPCO Schedule to the Plan, based
                  on the Employee's pension benefit commencement date under the
                  Plan, the Prior Plans or the Employees' Retirement Plan of
                  Savannah Electric and Power Company ("SEPCO Plan"). An
                  Allowance payable to a SEPCO Employee or former SEPCO Employee
                  pursuant to Section 5.04 of the SEPCO Schedule (i.e., the
                  Social Security level payment option) shall be adjusted for
                  the increase provided in Section 5.11(b)(1) by applying the
                  percentage increase separately to the portion of the SEPCO
                  Employee's Allowance payable before age 62 or 65 (whichever is
                  applicable), if still being paid, and his allowance received
                  or to be received after he attains age 62 or 65, whichever is
                  applicable. A SEPCO Employee (or his Provisional Payee) whose
                  Allowance consists entirely of an amount payable pursuant to
                  Retirement Annuities described in Article 2 of the SEPCO
                  Schedule or SEPCO Plan, whichever is applicable, shall not
                  receive the adjustment provided in Section 5.11(b)(1). A SEPCO
                  Employee (or his Provisional Payee) whose Allowance consists
                  partially of an amount payable pursuant to Retirement
                  Annuities described in Article 2 of the SEPCO Schedule or
                  SEPCO Plan, whichever is applicable, and partially of amounts
                  accrued pursuant to Article 5 of the SEPCO Schedule or SEPCO
                  Plan, whichever is applicable, shall have his Allowance
                  adjusted in accordance with Section 5.11(b)(1) based on his
                  total Allowance under both such Articles with such adjustment
                  being paid entirely from the Trust.

                  (8) With respect to any Employee of an Employing Company who
                  is described in Article XVI of the Plan, the adjustment
                  provided in Section 5.11(b)(1) shall apply to such Employee's
                  accrued benefit determined after applying any offset provided
                  for in Article XVI (i.e., the adjustment in Section 5.11(b)(1)
                  shall apply to such Employee's net accrued benefit, not his
                  total service benefit).

                                       9.

         Subsection (c) of Section 6.1, "Maximum Retirement Income," shall be
amended by adding the following new paragraph immediately following subsection
(4):

                  For Limitation Years beginning on and after January 1, 2001,
         for purposes of applying the limitations described in Section 6.1 of
         the Plan, compensation paid or made available during such Limitation
         Years shall include elective amounts that are not includable in the
         gross income of the Employee by reason of Code Section 132(f)(4).

                                       10.

         Subsection (e) of Section 15.1, "Eligibility," shall be deleted in its
entirety, effective as of April 2, 2001.


<PAGE>


         IN WITNESS WHEREOF, Southern Company Services, Inc. through its duly
authorized officer, has adopted this Seventh Amendment to The Southern Company
Pension Plan this ____ day of _________________, 2001, to be effective as stated
herein.

                                 SOUTHERN COMPANY SERVICES, INC.


                                 By: ________________________________________

                                 Title:______________________________________



ATTEST:

By:  _________________________________________________________

Title:________________________________________________________