Exhibit 10(a)66



                             SECOND AMENDMENT TO THE
                 SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN


         WHEREAS, the Employee Stock Ownership Plan Committee ("Committee")
heretofore adopted the amendment and restatement of The Southern Company
Employee Stock Ownership Plan ("Plan"), effective as of April 1, 1995, which was
amended by the Board of Directors of Southern Company Services, Inc. ("Company")
effective as of August 1, 1995; and

         WHEREAS, the Committee desires again to amend the Plan in order to
clarify that the Company and the Employing Companies may be reimbursed by the
Trust Fund for certain Plan expenses; and

         WHEREAS, the Committee is authorized pursuant to Section 15.1 of the
Plan to amend the Plan at any time, provided that the amendment does not involve
a substantial increase in cost to any Employing Company or is necessary or
desirable to comply with the laws and regulations applicable to the Plan;

         NOW, THEREFORE, the Committee hereby amends the Plan as follows:

                                       I.

         Effective as of January 1, 1996, Section 9.12 shall be amended by
deleting such section in its entirety and substituting a new Section 9.12 as
follows:

                  9.12 Expenses of Plan and Trust Fund. The expenses of
         establishment and administration of the Plan and the Trust Fund,
         including all fees of the Trustee, auditors, and counsel, shall be paid
         by the Company or the Employing Companies. Notwithstanding the
         foregoing, to the extent provided in the Trust Agreement, certain
         administrative expenses may be paid from the Trust Fund either directly
         or through reimbursement of the Company or the Employing Companies. Any
         expenses directly related to the investments of the Trust Fund, such as
         stock transfer taxes, brokerage commissions, or other charges incurred
         in the acquisition or disposition of such investments, shall be paid
         from the Trust Fund and shall be deemed to be part of the cost of such
         securities or deducted in computing the proceeds therefrom, as the case
         may be. Taxes, if any, on any assets held or income received by the
         Trustee and transfer taxes on the transfer of Common Stock from the
         Trustee to a Participant or his Beneficiary shall be charged
         appropriately against the Accounts of Participants as the Committee
         shall determine. Any expenses paid by the Company pursuant to Section
         9.11 and this section shall be subject to reimbursement by other
         Employing Companies of their proportionate shares of such expenses as
         determined by the Committee.

                                       II.

         Except as amended herein by this Second Amendment, the Plan shall
remain in full force and effect as amended and restated by the Company prior to
the adoption of this Second Amendment.


         IN WITNESS WHEREOF, Southern Company Services, Inc. through its duly
authorized officers has adopted this Second Amendment to The Southern Company
Employee Stock Ownership Plan this ____ day of _________________________, 1996
to be effective as stated herein.

                                       SOUTHERN COMPANY SERVICES, INC.



                                       By:
                                       Its:

ATTEST:


By:
Its:

         [CORPORATE SEAL]