EXHIBIT 10(a)74
                               FIRST AMENDMENT TO
                              THE SOUTHERN COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


         WHEREAS, effective as of January 1, 1997, Southern Company Services,
Inc. ("Company") established The Southern Company Supplemental Executive
Retirement Plan ("Plan") to provide deferred compensation benefits primarily for
a select group of management or highly compensated employees which are not
otherwise payable under The Southern Company Pension Plan as a result of the
exclusion of incentive pay from the definition of earnings set forth under such
Plan; and

         WHEREAS, the Company, through its Board of Directors, has reserved unto
itself the authority to amend the Plan at any time; and

         WHEREAS, the Company wishes to provide for the withholding of the
Hospital Insurance portion of the tax due under the Federal Insurance
Contributions Act from payments made under the Plan; and

         WHEREAS, the Company desires to make certain other clarifying technical
and miscellaneous changes.

         Accordingly, The Southern Company Supplemental Executive Retirement
Plan is hereby amended in the following particulars, to be effective as of even
date herewith:

                                       1.

         Amend Section 2.15 of the Plan by deleting said Section in its entirety
and substituting the following in lieu thereof:

                  2.15 "Supplemental Pension Benefit" shall mean the pension
         benefit, if any, that is payable to a Participant under a group and/or
         individual supplemental benefit plan of an Affiliated Employer (as such
         term is defined therein).

                                       2.

         Amend Section 5.1(a)(1) of the Plan by deleting said Section in its
entirety and substituting the following in lieu thereof:

                           (1)      1.70% (1.0% if subject to Article XV of the
                                    Pension Plan) of the Participant's Average
                                    Monthly Earnings multiplied by his years
                                    (and fraction of a year) of Accredited
                                    Service to his Retirement Date, death or
                                    other termination of service, including a
                                    Social Security Offset, as adjusted, if
                                    necessary, under the terms of the Pension
                                    Plan for commencement prior to the
                                    Participant's Normal Retirement Date; less

                                       3.

         Amend Section 5.2 of the Plan by deleting said Section in its entirety
and substituting the following in lieu thereof:

                  5.2      Distribution of Benefits.

                  (a) The SERP Benefit, as determined in accordance with Section
         5.1, shall be payable in monthly increments on the first day of the
         month concurrently with the Participant's Retirement Income under the
         Pension Plan. The form in which the SERP Benefit is paid will be the
         same as elected by the Participant under the Pension Plan except that
         the amount of the monthly benefit will be modified at the appropriate
         time based on the commencement of payments as follows. Payments shall
         be adjusted to include three components:

                           (1)      The amount necessary to pay the Hospital
                                    Insurance portion of the tax due under the
                                    Federal Insurance Contributions Act with
                                    respect to the accrued SERP Benefit
                                    determined upon retirement (or such other
                                    appropriate "resolution date" as defined
                                    under Treasury Regulation Section
                                    31.3121(v)-2) calculated in accordance with
                                    Section 5.1;

                           (2)      The amount estimated to pay the federal and
                                    state income tax withholding liability due
                                    on the amount paid under paragraph (1)
                                    above; and

                           (3)      An adjusted monthly benefit determined on an
                                    actuarially equivalent basis in accordance
                                    with the terms of the Pension Plan which
                                    takes into account the amounts paid under
                                    paragraph (1) and (2) above and taking into
                                    account the form of benefit elected by the
                                    Participant under the Pension Plan.

         Upon adjustment, the remaining monthly payments shall equal the amount
         described in paragraph (3) above. The Beneficiary of a Participant's
         Pension Benefit shall be the same as the Provisional Payee, if any, of
         the Participant's Retirement Income under the Pension Plan.

                                       4.

         Effective July 1, 1998, the Plan shall include an Appendix A setting
forth the Affiliated Employers as such term is defined therein as follows:

                                   APPENDIX A
                   THE SOUTHERN COMPANY SUPPLEMENTAL EXECUTIVE
             RETIREMENT PLAN AFFILIATED COMPANIES AS OF JULY 1, 1998

         Alabama Power Company
         Georgia Power Company
         Gulf Power Company
         Mississippi Power Company
         Savannah Electric and Power Company
         Southern Communications Services, Inc.
         Southern Company Energy Solutions, Inc.
         Southern Company Services, Inc.
         Southern Nuclear Operating Company, Inc.

                                       5.
         All parts of the Plan not inconsistent herewith are hereby ratified and
affirmed.

         IN WITNESS WHEREOF, this Amendment has been executed by a duly
authorized officer of Southern Company Services, Inc. pursuant to resolutions of
the Board of Directors of the Company this ____ day of _______________________,
1998.

                         SOUTHERN COMPANY SERVICES, INC.



                          By:                                                  
                              Christopher C. Womack
                        Senior Vice President, Human Resources

ATTEST:


By:                                         

Its:                                        


<PAGE>



                               SECOND AMENDMENT TO
                              THE SOUTHERN COMPANY
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         WHEREAS, effective as of January 1, 1997, Southern Company Services,
Inc. ("Company") established The Southern Company Supplemental Executive
Retirement Plan ("Plan") to provide deferred compensation benefits primarily for
a select group of management or highly compensated employees which are not
otherwise payable under The Southern Company Pension Plan as a result of the
exclusion of incentive pay from the definition of earnings set forth under such
Plan; and

         WHEREAS, the Company, through its Board of Directors, has reserved unto
itself the authority to amend the Plan at any time and approve participation in
the Plan by subsidiaries of The Southern Company; and

         WHEREAS, the Company desires to permit Southern Energy Resources, Inc.
to become an Affiliated Employer under the terms of the Plan.

         Accordingly, the Plan is hereby amended in the following particulars,
to be effective as set forth below:

                                       1.

         Effective June 25, 1998, amend Appendix A of the Plan adding thereto
Southern Energy Resources, Inc. as an Affiliated Employer.

                                       2.
         All parts of the Plan not inconsistent herewith are hereby ratified and
affirmed.

         IN WITNESS WHEREOF, this Amendment has been executed by a duly
authorized officer of Southern Company Services, Inc. pursuant to resolutions of
the Board of Directors of the Company this ____ day of _______________________,
1998.


                         SOUTHERN COMPANY SERVICES, INC.


                         By:                                                  
                              Christopher C. Womack
                        Senior Vice President, Human Resources

ATTEST:

By:                                         

Its: