Exhibit 10(a)65

                         DEFERRED COMPENSATION PLAN FOR

                        DIRECTORS OF THE SOUTHERN COMPANY

                Amended and Restated Effective February 17, 1997


<PAGE>


                                    SECTION I

                                   Definitions

1.1      "Beneficiary Election" means the designation by the Director of the
         person or persons to whom distributions are made from the Plan upon the
         death of the director pursuant to Section 7.

1.2      "Board" or "Board of Directors" means the Board of Directors of the
         Company.

1.3      "Code" means the Internal Revenue Code of 1986, as amended, or any
         successor statute.

1.4      "Committee" means the Governance Committee of the Board, or such other
         committee as may be designated by the Board to be responsible for
         administering the Plan.

1.5      "Common Stock" means the common stock of the Company, including any
         shares into which it may be split, subdivided, or combined.

1.6      "Common Stock Investment Account" means the bookkeeping account
         established pursuant to Section 6.2 in which a Director may elect to
         defer compensation or make investments, and includes amounts credited
         thereto to reflect the reinvestment of dividends.

1.7      "Company" means The Southern Company, and any successor thereto.

1.8      "Compensation Payment Date" means the date on which compensation,
         including cash retainer, meeting fees, and the Stock Retainer, is
         payable to a Director or compensation would otherwise be payable to a
         Director if an election to defer such compensation had not been made.

1.9      "Deferred Compensation Account" means the Prime Rate Investment
         Account, the Common Stock Investment Account, and/or the Deferred Stock
         Account.

1.10     "Deferred Pension Election" means the election by a Director under
         Section 5.3 in connection with the deferral of receipt of the
         Director's Pension Benefit until termination from the Board.

1.11     "Deferred Stock Account" means the bookkeeping account established
         under Section 6.3 on behalf of a Director and includes shares of Common
         Stock credited thereto to reflect the reinvestment of dividends
         pursuant to Section 6.3(a)(iii).

1.12     "Director" means a member of the Board.

1.13     "Directors' Stock Trust" means The Southern Company Directors' Deferred
         Stock Trust established between the Company and Reliance Trust Company.

1.14     "Distribution Election" means the designation by a Director of the
         manner of distribution of the amounts and quantities held in the
         Director's Deferred Compensation Accounts upon the director's
         termination from the Board of Directors pursuant to Section 5.4.

1.15     "Market Value" means the average of the high and low prices of the
         Common Stock, as published in the Wall Street Journal in its report of
         New York Stock Exchange composite transactions, on the date such Market
         Value is to be determined, as specified herein (or the average of the
         high and low sale prices on the trading day immediately preceding such
         date if the Common Stock is not traded on the New York Stock Exchange
         on such date).

1.16     "Pension Benefit" means the U.S. dollar amount of the
         actuarially-determined present value of benefits based on a Director's
         expected service at the required retirement date under The Southern
         Company Outside Directors Pension Plan, as calculated as of the
         Termination Date, plus accrued earnings on such amount calculated as if
         invested at the Prime Interest Rate from the Termination Date, until
         such amount is invested in Deferred Compensation Accounts pursuant to
         the provisions of Section 5.3.

1.17     "Pension Benefit Investment Date" means the date to be determined by
         the Committee, as of which the Director's Pension Benefit will be
         credited to a Deferred Compensation Account in accordance with the
         director's Deferred Pension Election under Section 5.3.

1.18     "Plan" means the Deferred Compensation Plan for Directors of The
         Southern Company as from time to time in effect.

1.19     "Plan Period" shall mean the period designated in Section 4.

1.20     "Prime Interest Rate" means the prime rate of interest as published in
         the Wall Street Journal.

1.21     "Prime Rate Investment Account" means the bookkeeping account
         established pursuant to Section 6.1 in which a Director may elect to
         defer compensation or make investments, the investment return on which
         is computed at the Prime Interest Rate.

1.22     "Stock Retainer" means the annual Board retainer fee that the Board has
         determined to credit to a Director's Deferred Stock Account.

1.23     "Termination Date" means January 1, 1997, the date as of which The
         Southern Company Outside Directors Pension Plan was effectively
         terminated.

Where the context requires, words in the masculine gender shall include the
feminine gender, words in the singular shall include the plural, and words in
the plural shall include the singular.

                                    SECTION 2

                                     Purpose

The Plan provides a method of deferring payment to a Director of his
compensation until a date following the termination of his membership on the
Board of Directors.

                                    SECTION 3

                                   Eligibility

An individual who serves as a Director and is not otherwise actively employed by
the Company or any of its subsidiaries or affiliates is eligible to participate
in the Plan.

                                    SECTION 4

                                  Plan Periods

The first Plan Period under this amended and restated plan shall begin April 1,
1997. Said first Plan Period shall be a nine-month period and all subsequent
Plan periods shall be on a calendar year basis, except that the initial Plan
Period applicable to any person elected to the Board who was not a Director on
the preceding December 31, shall begin on the first day of such Director's
membership on the Board.

                                    SECTION 5

                                    Elections

5.1      Cash Compensation

         (a)      Prior to the beginning of a Plan Period, a Director may direct
                  that payment of all or any portion of cash compensation that
                  otherwise would be paid to the Director for the Plan Period,
                  be deferred in amounts as designated by the Director, and
                  credited to (i) a Prime Rate Investment Account, (ii) a Common
                  Stock Investment Account, or (iii) a Deferred Stock Account.
                  Upon the Director's termination from the Board of Directors,
                  such deferred compensation and accumulated investment return
                  held in the Director's Deferred Compensation Accounts shall be
                  distributed to the Director in accordance with the Director's
                  Distribution Election and the provisions of Section 7.

         (b)      An election to defer cash compensation is irrevocable. Such an
                  election shall continue from Plan Period to Plan Period unless
                  the Director changes his election to defer cash compensation
                  paid in a future Plan Period prior to the beginning of such
                  future Plan Period.

         (c)      Cash compensation deferred under this Section 5.1 shall be
                  invested in Deferred Compensation Accounts as directed by the
                  Director on the Compensation Payment Date.

5.2      Stock Retainer

         Director compensation designated as Stock Retainer shall be credited to
         the Director's Deferred Stock Account as of the Compensation Payment
         Date. Upon the Director's termination from the Board of Directors, such
         compensation and accumulated investment return held in the Director's
         Deferred Stock Account shall be distributed to the Director in
         accordance with the Director's Distribution Election and the provisions
         of Section 7.


<PAGE>


5.3      Deferred Pension Election

         Any Director, who has a Pension Benefit as of the Termination Date,
         must make a single one-time election, on or before March 31, 1997, to
         credit all of his Pension Benefit into a Deferred Compensation Account.
         The Pension Benefit will be credited on the Pension Benefit Investment
         Date, at the election of the Director, to (i) a Prime Rate Investment
         Account, (ii) a Common Stock Investment Account, or (iii) a Deferred
         Stock Account. Upon the Director's termination from the Board of
         Directors, such Pension Benefit and accumulated investment return held
         in the Director's Deferred Compensation Accounts shall be distributed
         to the Director in accordance with the Director's Distribution Election
         and the provisions of Section 7.

5.4      Distribution Election

         (a)      Prior to the establishment of a Deferred Compensation Account
                  for a Director under this amended and restated plan, the
                  Director may elect that upon termination from the Board of
                  Directors the values and quantities held in the Directors
                  Deferred Compensation Accounts be distributed to the Director,
                  pursuant to the provisions of Section 7, in a single
                  distribution or in a series of annual installments not to
                  exceed ten (10). The time for the commencement of distribution
                  shall not be later than the first day of the month coinciding
                  with or next following the second anniversary of termination
                  of Board membership.

         (b)      A Distribution Election is irrevocable except that a Director
                  may amend the Distribution Election then in effect not prior
                  to the 390th day nor later than the 360th day prior to his
                  termination of Board membership.

5.5      Beneficiary Election

         A Director or former Director may designate a beneficiary to receive
         distributions from the Plan in accordance with the provisions of
         Section 7 upon the death of the director. The Beneficiary Election may
         be changed by a Director or former Director at any time, and without
         the consent of the prior Beneficiary.

5.6      Form of Election

         All elections pursuant to the provisions of this Section 5 of the Plan
         shall be made in writing to the Secretary of the Company on a form or
         forms available upon request from the Secretary.


<PAGE>


                                    SECTION 6

                                    Accounts

6.1      Prime Rate Investment Account

         A Prime Rate Investment Account shall be established for each Director
         electing deferral or investment at the Prime Interest Rate. The amount
         directed by the Director to such account shall be credited to it as of
         the Pension Benefit Investment Date or Compensation Payment Date, as
         applicable, and credited thereafter with interest computed using the
         Prime Interest Rate. Interest shall be computed from the date such
         compensation is credited to the account and compounded quarterly at the
         end of each calendar quarter. The Prime Interest Rate in effect on the
         first day of a calendar quarter shall be deemed the Prime Interest Rate
         in effect for that entire quarter. Interest shall accrue and compound
         on any balance until the amount credited to the account is fully
         distributed.

6.2      Common Stock Investment Account

         The Common Stock Investment Account established for each Director
         electing deferral or investment at the Common Stock investment rate
         shall be credited with the number of shares (including fractional
         shares rounded to the nearest ten-thousandth) of Common Stock which
         could have been purchased on the Pension Benefit Investment Date or the
         Compensation Payment Date, as applicable, based on the Market Value as
         of such date. On the date of the payment of dividends on the Common
         Stock, the Director's Common Stock Investment Account shall be credited
         with additional shares (including fractional shares rounded to the
         nearest ten-thousandth) of Common Stock, as follows:

         (a)      In the case of cash dividends, such additional shares as would
                  have been purchased as of the Common Stock dividend payment
                  date as if the credited shares had been outstanding and
                  dividends reinvested thereon under the Southern Investment
                  Plan;

         (b)      In the case of dividends payable in property other than cash
                  or Common Stock, such additional shares as could be purchased
                  at the Market Value as of the date of payment with the fair
                  market value of the property which would have been payable if
                  the credited shares had been outstanding; and

         (c)      In the case of dividends payable in Common Stock, such
                  additional shares as would have been payable on the credited
                  shares if they had been outstanding.

6.3      Deferred Stock Account

         (a)      A Director's Deferred Stock Account will be credited:

                  (i)      with the number of shares of Common Stock (rounded to
                           the nearest ten thousandth of a share) determined by
                           dividing the amount subject to deferral or investment
                           in the Deferred Stock Account by the average price
                           paid by the Trustee of the Directors' Stock Trust for
                           shares of Common Stock with respect to the Pension
                           Benefit Investment Date or the Compensation Payment
                           Date, as applicable, as reported by the Trustee, or,
                           if the Trustee shall not at such time purchase any
                           shares of Common Stock, by the Market Value on such
                           date;

                  (ii)     as of the date on which Stock Retainer is paid, with
                           the number of shares of Common Stock (rounded to the
                           nearest ten thousandth of a share) determined by
                           dividing the amount of the Stock Retainer by the
                           average price paid by the Trustee of the Directors'
                           Stock Trust for shares of Common Stock with respect
                           to such payment date, as reported by the Trustee, or,
                           if the Trustee shall not at such time purchase any
                           shares of Common Stock, by the Market Value on such
                           date; and

                  (iii)    as of each date on which dividends are paid on the
                           Common Stock, with the number of shares of Common
                           Stock (rounded to the nearest ten thousandth of a
                           share) determined by multiplying the number of shares
                           of Common Stock credited in the Director's Deferred
                           Stock Account on the dividend record date, by the
                           dividend rate per share of Common Stock, and dividing
                           the product by the price per share of Common Stock
                           attributable to the reinvestment of dividends on the
                           shares of Common Stock held in the Directors' Stock
                           Trust on the applicable dividend payment date or, if
                           the Trustee of the Directors' Stock Trust has not
                           reinvested in shares of Common Stock on the
                           applicable dividend reinvestment date, the product
                           shall be divided by the Market Value on the dividend
                           payment date.

         (b)      If the Company enters into transactions involving stock
                  splits, stock dividends, reverse splits or any other
                  recapitalization transactions, the number of shares of Common
                  Stock credited to a Director's Deferred Stock Account will be
                  adjusted (rounded to the nearest ten thousandth of a share) so
                  that the Director's Deferred Stock Account reflects the same
                  equity percentage interest in the Company after the
                  recapitalization as was the case before such transaction.

         (c)      If at least a majority of the Company's stock is sold or
                  exchanged by its shareholders pursuant to an integrated plan
                  for cash or property (including stock of another corporation)
                  or if substantially all of the assets of the Company are
                  disposed of and, as a consequence thereof, cash or property is
                  distributed to the Company's shareholders, each Director's
                  Deferred Stock Account will, to the extent not already so
                  credited under this Section 6.3, be (i) credited with the
                  amount of cash or property receivable by a Company shareholder
                  directly holding the same number of shares of Common Stock as
                  is credited to such Director's Deferred Stock Account and (ii)
                  debited by that number of shares of Common Stock surrendered
                  by such equivalent Company shareholder.

         (d)      Each Director who has a Deferred Stock Account also shall be
                  entitled to provide directions to the Committee to cause the
                  Committee to similarly direct the Trustee of the Director's
                  Stock Trust to vote, on any matter presented for a vote to the
                  shareholders of the Company, that number of shares of Common
                  Stock held by the Director's Stock Trust equivalent to the
                  number of shares of Common Stock credited to the Director's
                  Deferred Stock Account. The Committee shall arrange for
                  distribution to all Directors in a timely manner of all
                  communications directed generally to the shareholders of the
                  Company as to which their votes are solicited.

                                    SECTION 7

                                  Distributions

7.1      Upon termination of a Director's membership on the Board, the amount
         credited to a Director's Deferred Compensation Accounts will be paid to
         the Director or his beneficiary, as applicable. The amount credited to
         a Director's Prime Rate Investment Account and Common Stock Investment
         Account shall be paid in cash and the amount credited to his Deferred
         Stock Account shall, except as otherwise provided in Section 6.3(c),
         Section 8, or to the extent the Company is otherwise, in the reasonable
         judgment of the Committee, precluded from doing so, be paid in shares
         of Common Stock (with any fractional share interest therein paid in
         cash to the extent of the then Market Value thereof). Such payments
         shall be from the general assets of the Company (including the
         Directors' Stock Trust) in accordance with this Section 7.

7.2      Unless other arrangements are specified by the Committee on a uniform
         and nondiscriminatory basis, deferred amounts shall be paid in the form
         of (i) a lump sum payment, or (ii) in approximately equal annual
         installments, as elected by the Director pursuant to the provision of
         Section 5.4; provided, however, that payments shall be made only in a
         single lump sum if payment commences due to termination for cause. Such
         payments shall be made (or shall commence) as soon as practicable
         following the termination of Board membership or, if so elected in the
         Distribution Election, up to twenty-four (24) months following such
         termination.

         In the event a Director elected to receive the balance of his Deferred
         Compensation Accounts in a lump sum, distribution shall be made on the
         first day of the month selected by the Director on his Distribution
         Election, or as soon as reasonably possible thereafter. If the Director
         elected to receive annual installments, the first payment shall be made
         on the first day of the month selected by a Director, or as soon as
         reasonably possible thereafter, and shall be equal to the balance in
         the Director's Deferred Compensation Accounts on such date divided by
         the number of annual installment payments. Each subsequent annual
         payment shall be an amount equal to the balance in the Director's
         Deferred Compensation Accounts on the date of payment divided by the
         number of remaining annual payments and shall be paid on the
         anniversary of the preceding date of payment. The Market Value of any
         shares of Common Stock credited to a Director's Common Stock Investment
         Account shall be determined as of the twenty-fifth (25th) day of the
         month immediately preceding the date of any lump sum or installment
         distribution.

         Upon the death of a Director, or a former Director prior to the payment
         of all amounts credited to the Director's Deferred Compensation
         Accounts, the unpaid balance shall be paid in the sole discretion of
         the Committee (i) in a lump sum to the designated beneficiary of such
         Director or former Director within thirty (30) days of the date of
         death (or as soon as reasonably possible thereafter) or (ii) in
         accordance with the Distribution Election made by such Director or
         former Director. In the event a beneficiary designation has not been
         made, or the designated beneficiary is deceased or cannot be located,
         payment shall be made to the estate of the Director or former Director.
         The Market Value of any shares of Common Stock credited to a Director's
         Common Stock Investment Account shall be determined as of the
         twenty-fifth (25th) day of the month immediately preceding the date of
         any lump sum or installment distribution.

                                    SECTION 8

                               General Provisions

8.1      The Company shall make no provision for the funding of any Deferred
         Compensation Accounts payable hereunder that (i) would cause the Plan
         to be a funded plan for purposes of section 404(a)(5) of the Code or
         (ii) would cause the Plan to be other than an "unfunded and unsecured
         promise to pay money or other property in the future" under Treasury
         Regulations ss. 1.83-3(e); and, except to the extent specified in the
         Directors' Stock Trust following a "change of control" (as defined in
         the Directors' Stock Trust) of the Company, the Company shall have no
         obligation to make any arrangement for the accumulation of funds to pay
         any amounts under this Plan. Subject to the restrictions of the
         preceding sentence and in Section 8.3 herein, the Company, in its sole
         discretion, may establish one or more grantor trusts described in
         Treasury Regulations ss. 1.677(a)-I(d) to accumulate funds and/or
         shares of Common Stock to pay amounts under this Plan, provided that
         the assets of such trust shall be required to be used to satisfy the
         claims of the Company's general creditors in the event of the Company's
         bankruptcy or insolvency.

8.2      In the event that the Company shall decide to establish an advance
         accrual reserve on its books against the future expense of payments
         from any Deferred Compensation Accounts, such reserve shall not under
         any circumstances be deemed to be an asset of this Plan but, at all
         times, shall remain a part of the general assets of the Company,
         subject to claims of the Company's creditors.

8.3      A person entitled to any amount under this Plan shall be a general
         unsecured creditor of the Company with respect to such amount.
         Furthermore, a person entitled to a payment or distribution with
         respect to a Deferred Compensation Account, shall have a claim upon the
         Company only to the extent of the balance in his Deferred Compensation
         Accounts.

8.4      All commissions, fees and expenses that may be incurred in operating
         the Plan and any related trust established in accordance with Section
         8.1 herein (including the Directors' Stock Trust) will be paid by the
         Company.

8.5      Notwithstanding any other provision of this Plan: (i) elections under
         this Plan may only be made by Directors while they are directors of the
         Company; (with the exception of the designation of beneficiaries) and
         (ii) distributions otherwise payable to a Director in the form of
         Common Stock shall be delayed and/or instead paid in cash in an amount
         equal to the fair market value thereof if such payment in Common Stock
         would violate any federal or State securities laws (including Section
         16(b) of the Securities Exchange Act of 1934, as amended) and/or rules
         and regulations promulgated thereunder.

8.6      Directors, their legal representatives and their beneficiaries shall
         have no right to anticipate, alienate, sell, assign, transfer, pledge
         or encumber their interests in the Plan, nor shall such interests be
         subject to attachment, garnishment, levy or execution by or on behalf
         of creditors of the Directors or of their beneficiaries.

                                    SECTION 9

                                 Administration

Subject to the express provisions of the Plan, the Committee shall have the
exclusive right to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations necessary or
advisable for the administration of the Plan. The decisions, actions and records
of the Committee shall be conclusive and binding upon the Company and all
persons having or claiming to have any right or interest in or under the Plan.

The Committee may delegate to such officers, employees or departments of the
Company such authority, duties, and responsibilities of the Committee as it, in
its sole discretion, considers necessary or appropriate for the proper and
efficient operation of the Plan, including, without limitation, (i)
interpretation of the Plan, (ii) approval and payment of claims, and (iii)
establishment of procedures for administration of the Plan.


<PAGE>


                                   SECTION 10

                    Amendment, Termination and Effective Date

10.1     Amendment of the Plan

         Subject to the provisions of Section 10.3 herein, the Plan may be
         wholly or partially amended or otherwise modified at any time by
         written action of the Board of Directors.

10.2     Termination of the Plan

         Subject to the provisions of Section 10.3 herein, the Plan may be
         terminated at any time by written action of the Board of Directors.

10.3     No Impairment of Benefits

         Notwithstanding the provisions of Sections 10.1 and 10.2, herein no
         amendment to or termination of the Plan shall impair any rights to
         benefits which have accrued hereunder.

10.4     Governing Law

         This Plan shall be construed in accordance with and governed by the
laws of the State of Georgia.

         IN WITNESS WHEREOF, the Plan, as amended and restated effective
February 17, 1997, has been executed pursuant to resolutions of the Board of
Directors of The Southern Company, this ____ day of _______________, 1997.

                                         THE SOUTHERN COMPANY


                                          By: ________________________________

Attest:


By: ___________________________