Exhibit 10(d)41

                           DEFERRED COMPENSATION PLAN

                                       FOR

                         DIRECTORS OF GULF POWER COMPANY

                 Amended and Restated Effective January 1, 1987

                                    Article I

                                   Definitions

  1.1      "Account" shall mean the Deferred Compensation Account established
           for each Director electing to participate in the Plan pursuant to
           Article VI.

1.2      "Board of Directors" or "Board" shall mean the Board of Directors of
         Gulf Power Company.

  1.3      "Common Stock" shall mean the common stock of The Southern Company.

  1.4      "Company" shall mean Gulf Power Company.

  1.5      "Compensation" shall mean the compensation payable to the Directors
           of the Company, including retainer fees and meeting fees, as
           determined from time to time by the Board of Directors.

  1.6      "Deferral Election" shall mean the written election by a Director to
           defer payment of all or a portion of his Compensation under the Plan
           pursuant to Article VI.

1.7      "Director" shall mean a member of the Board of Directors and shall
         include an Advisory Director.

  1.8      "Investment Election" shall mean the written election by a Director
           to have his Deferred Compensation invested pursuant to Section 7.2 or
           Section 7.3.

  1.9      "Market Value" shall mean 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).

1.10     "Plan" shall mean the Deferred Compensation Plan for Directors of Gulf
         Power Company.

  1.11     "Plan Period" shall mean the period designated in
           Article V.



                                      II-5


<PAGE>




                                   Article II

                                     Purpose

  2.1      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.

                                   Article III

                                   Eligibility

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

                                   Article IV

                                 Administration

  4.1      The Plan shall be administered by the Compensation Committee of the
           Board of Directors, as appointed from time to time. The Compensation
           Committee shall have the power to interpret the Plan and, subject to
           its provisions, to make all determinations necessary or desirable for
           the Plan's administration.

                                    Article V

                                  Plan Periods

  5.1      The first Plan Period shall commence June 1, 1981. Said first Plan
           Period shall be a seven-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 fill a vacancy on the
           Board of Directors who was not a Director on the preceding December
           31 shall begin on the first day of such Director's membership on the
           Board of Directors.

                                   Article VI

                                  Participation

  6.1      Prior to the beginning of any Plan Period, a Director may elect to
           participate in the Plan by directing that payment of all or any part
           of the Compensation which would otherwise be paid to the Director in
           the next succeeding Plan period be deferred until the Director
           terminates his membership on the Board of Directors and elects to
           commence distribution of his Deferred Compensation Account pursuant
           to the terms of the Plan.

  6.2      The Deferral Election shall be in writing on a form prescribed by the
           Compensation Committee and shall state (a) that the Director wishes
           to make an election to defer payment of his Compensation, (b) the
           percentage/dollar amount of Compensation to be deferred, (c) the
           method of

                                      II-6


<PAGE>


         payment, which shall be the payment of a lump sum or a series of annual
         payments not to exceed ten (10), and (d) the time for commencement of
         distribution of his Account balance, which shall be not later than the
         first day of the month coinciding with or next following the second
         anniversary of the termination of his membership on the Board of
         Directors. Each Director making a Deferral Election in accordance with
         the terms of the Plan, and his successors, heirs and assigns shall be
         bound as to any action taken pursuant to the terms thereof and to the
         terms of the Plan.

  6.3      The Deferral Election shall be made by written notice delivered to
           the Corporate Secretary of the Company prior to the first day of the
           next succeeding Plan Period and shall be effective on the first day
           of such succeeding Plan Period. The Deferral Election made in
           accordance with this Article shall be irrevocable during that Plan
           Period. Such Deferral Election shall continue from Plan Period to
           Plan Period unless the Director terminates participation or changes
           the Deferral Election regarding future payments by submitting a
           written request to the Corporate Secretary of the Company on a form
           prescribed by the Compensation Committee. Any such termination or
           change shall become effective as of the first day of the Plan Period
           next following the Plan Period in which such request is given. A
           termination of participation in the Plan or change in Deferral
           Election regarding future payments shall not affect amounts
           previously deferred. The initial Deferral Election made after the
           effective date of this Amendment and Restatement with respect to (a)
           the method of payment, whether it be lump sum or installments,
           including the number of installments selected, and (b) the time for
           commencement of distribution of a Participants Account may not be
           revoked and shall govern the distribution of a Participant's Account,
           except as provided in Section 6.5.

  6.4      A Director who has filed a termination of Deferral Election may
           thereafter file a new Deferral Election to participate for Plan
           Periods subsequent to the Plan Period of the filing of such Deferral
           Election. The new Deferral Election shall not affect amounts
           previously deferred.

  6.5      With the approval of the Compensation Committee, a Director may amend
           a prior Deferral Election on a form prescribed by the Compensation
           Committee not prior to the 390th day nor later than the 360th day
           prior to his termination on the Board of Directors in order to change
           (a) the form, and/or (b) the time for commencement of the
           distribution of his Deferred Compensation Account in accordance with
           the terms of the Plan. Any such amendment to a prior Deferral
           Election, as described in this Section 6.5, shall be contingent upon
           the Director's completion of his term of membership on the Board of
           Directors, except in the event of the disability or death of such
           Director.

                                      II-7


<PAGE>



                                   Article VII
                         Deferred Compensation Accounts

  7.1      An Account shall be established on the Company books for
           each Director electing to defer all or a portion of his
           compensation, which shall be credited with (a) any Compensation
           deferred in accordance with Article VI and (b) pursuant to each
           Director's Investment Election, the amounts computed in
           accordance with Section 7.2 and/or the number of shares
           computed in accordance with Section 7.3.

  7.2      The Deferred Compensation Account of each Director electing to invest
           his Deferred Compensation for a Plan Period pursuant to this Section
           7.2 shall be credited with an amount computed by the Company by
           treating the amount deferred as a sum certain to which the Company
           will add in lieu of interest an amount equal to the prime rate of
           interest set by the First National Bank of Atlanta. Interest shall be
           computed as if credited from the date such Compensation would
           otherwise have been paid and shall be compounded quarterly at the end
           of each calendar quarter. The prime rate in effect on the first day
           of each calendar quarter shall be deemed the prime rate in effect for
           each calendar quarter. Interest will be treated as if accrued and
           will be compounded on any balance until such amount is fully
           distributed.

  7.3      The Deferred Compensation Account of each Director electing to invest
           his Deferred Compensation for a Plan Period pursuant to this Section
           7.3 shall be credited with the number of shares (including fractional
           shares) of Common Stock which could have been Purchased on the date
           such Deferred Compensation otherwise would have been paid based upon
           the Common Stock's Market Value. As of each date of payment of
           dividends on the Common Stock, there shall be credited with respect
           to shares of Common Stock in the Director's Deferred Compensation
           Account such additional shares (including fractional shares) of
           Common Stock as follows:

           (a)       In the case of cash dividends, such additional shares as
                     could be purchased at the Market Value as of the dividend
                     payment date with the dividends which would have been
                     payable if the credited shares had been outstanding;

           (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 payment date with
                     the fair market value of the property which would have been
                     payable if the credited shares had been outstanding; or

           (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.

                                      II-8

<PAGE>



  7.4      The Investment Election by a Director with respect to his Deferred
           Compensation Account shall be made in writing on a form prescribed by
           the Compensation Committee and delivered to the Corporate Secretary
           of the Company prior to the first day of the next succeeding Plan
           Period and shall be effective on the first day of such succeeding
           Plan Period. The Investment Election made in accordance with this
           Article VII shall be irrevocable during that Plan Period. Such
           Investment Election shall continue from Plan Period to Plan Period
           unless the Director changes the Investment Election regarding future
           deferred Compensation by submitting a written request to the
           Corporate Secretary of the Company on a form prescribed by the
           Compensation Committee. Any such change shall become effective as of
           the first day of the Plan Period next following the Plan Period in
           which such request is given.

  7.5      At the end of each Plan Period, a report shall be issued to each
           Director who has a Deferred Compensation Account which sets forth the
           amount and Market Value of any shares of Common Stock (and fractions
           thereof) reflected in such Account.

                                  Article VIII

                            Distribution of Accounts

  8.1      When a Director terminates his membership on the Board of Directors,
           said Director shall be entitled to receive the entire amount and the
           Market Value of any shares of Common Stock (and fractions thereof)
           reflected in his Deferred Compensation Account payable in cash in
           accordance with his Deferral Election. No portion of a Director's
           Deferred Compensation Account shall be distributed in Common Stock.
           In the event a Director shall have elected to receive the balance of
           his Deferred Compensation Account in a lump sum, distribution shall
           be made on the first day of the month selected by the Director in
           accordance with the terms of the Plan, or as soon as reasonably
           possible thereafter. In the event the Director shall have elected to
           receive annual installments, the first payment shall be on the first
           day of the month selected by a Director, or as soon as reasonably
           possible thereafter, and shall be paid an amount equal to the balance
           in the Director's Account 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 Account on the
           payment date divided by the number of remaining annual payments and
           shall be paid on the anniversary of the preceding payment date.
           Notwithstanding a Director's election to receive his Deferred
           Compensation Account balance in annual installments, the Compensation
           Committee, in its sole discretion upon request of the Director or his
           legal representative, may accelerate the payment of any such
           installments for cause. The Market Value of any shares of Common
           Stock credited to a Director's Deferred Compensation 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.

                                      II-9

  8.2      Upon the death of a Director, or a former Director prior to the
           payment of all amounts and the Market Value of any shares of Common
           Stock (and fractions thereof) credited to said Director's Account,
           the unpaid balance shall be paid in the sole discretion of the
           Compensation Committee (a) 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 (b) in accordance with the Deferral 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 Deferred Compensation 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.

  8.3      The beneficiary designation referred to above may be changed by a
           Director or former Director at any time, and without the consent of
           the prior beneficiary, on a form to be provided by the Corporate
           Secretary of the Company.

                                   Article IX

                                  Miscellaneous

  9.1      No Director or beneficiary shall have any right to sell, assign,
           transfer, encumber or otherwise convey the right to receive payment
           of any benefit payable hereunder, which payment and the right thereto
           are expressly declared to be nonassignable and non-transferable. Any
           attempt to do so shall be null and void and of no effect.

  9.2      The Company shall not reserve or otherwise set aside funds for the
           payment of its obligations hereunder, which obligations will be paid
           from the general assets of the Company. Notwithstanding that Director
           shall be entitled to receive the entire amount in his Deferred
           Compensation Account as provided in Section 8.1, any amounts credited
           to a Director's Account to be paid to such Director shall at all
           times be subject to the claims of the Company's creditors.

  9.3      The Board of Directors may terminate the Plan at any time or may,
           from time to time, amend the Plan; provided, however, that no such
           amendment or termination shall impair any rights to payments which
           had been deferred under the Plan prior to the termination or
           amendment.

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


                                      II-10


<PAGE>




                                 FIRST AMENDMENT

                        TO THE DEFERRED COMPENSATION PLAN

                       FOR DIRECTORS OF GULF POWER COMPANY

         WHEREAS, the Board of Directors of Gulf Power Company (the "Company")
heretofore adopted the amendment and restatement of the Deferred Compensation
Plan for Directors of Gulf Power Company (the "Plan") effective as of January
16, 1987; and

         WHEREAS, the Board of Directors of the Company desires to amend the
Plan to comply with changes in the Securities and Exchange Act of 1934; and

         WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the
authority to amend the Plan at any time.

         NOW THEREFORE, effective as of the date of execution, the Board of
Directors hereby amends the Plan as follows:

                                       1.

         Section 6.5 of the Plan shall be amended by deleting said Section in
its entirety and substituting therefore the following language:

         6.5 Except as provided below, with the approval of the Compensation
Committee, a Director may amend a prior Deferral Election on a form prescribed
by the Compensation Committee not prior to the 390th day nor later than the
360th day prior to his termination of membership on the Board of Directors in
order to change (a) the form, and/or (b) the time for commencement of the
distribution of his Deferred Compensation Account in accordance with the terms
of the Plan; provided, however, that any Director who is required to file
reports pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as
amended, with respect to equity securities of The Southern Company shall not be
permitted to amend his Deferral Election during any time period for which such
Director is required to file any such reports with respect to the portion of his
Deferred Compensation Account invested in accordance with the provisions of
Section 7.3 of the Plan. Any such amendment to a prior Deferral Election, as
described in this Section 6.5, shall be contingent upon the Director's
completion of his term of membership on the Board of Directors, except in the
event of the disability or death of such Director.

                                       2.

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


<PAGE>




         IN WITNESS WHEREOF, this First Amendment has been executed pursuant to
resolutions of the Board of Directors of Gulf Power Company this 1st day of
February, 1993, to be effective as of the date of execution.

                                                   GULF POWER COMPANY



                                               By:  /s/ D. L. McCrary
                                                  -------------------
                                               Its:  President
                                                   ------------------
Attest:




By:  /s/ W. E. Tate
   ------------------------
Its:  Secretary & Treasurer
    -----------------------

         (CORPORATE SEAL)































                                       -2-

<PAGE>
                             SECOND AMENDMENT TO THE
                         DEFERRED COMPENSATION PLAN FOR
                         DIRECTORS OF GULF POWER COMPANY

                  WHEREAS, the Board of Directors of Gulf Power Company (the
"Company') heretofore adopted the Amendment and Restatement of the Deferred
Compensation Plan for Directors of Gulf Power Company (the "Plan') effective as
of January 16, 1987; and

                  WHEREAS, the Board of Directors of the Company desires to
amend the Plan to address the payment of compensation in the form of stock to
Participants in the Plan; and

                  WHEREAS, under Section 9.3 of the Plan, the Board of Directors
has the authority to amend the Plan at any time.

                  NOW, THEREFORE, effective as of the date of execution set
forth below, the Board of Directors hereby amends the Plan as follows:

                                       1.

                  Section 1.5 of the Plan shall be amended by deleting said
Section in its entirety and substituting therefore the following language:

                  1.5      "Compensation" shall mean the compensation payable to
                           the Directors of the Company, including retainer fees
                           and meeting fees, but excluding any amount paid in
                           the form of stock, as determined from time to time by
                           the Board of Directors.

                                       2.

         Section 6.3 of the Plan shall be amended by adding to the end of such
Section the following language:

                  Notwithstanding the foregoing, if the Compensation paid to a
                  Director is increased during a Plan Period, such Director
                  shall receive a Deferral Election Form proscribed by the
                  Compensation Committee and shall be entitled to make a new
                  deferral election regarding increased future Compensation
                  effective as of the date the increase in Compensation occurs.

                                       3.

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


<PAGE>


                  IN WITNESS WHEREOF, this Second Amendment has been executed
pursuant to resolutions of the Board of Directors of Gulf Power Company this
27th day of July, 1994, to be effective as of the date of execution.

                                     GULF POWER COMPANY



                                     By:   /s/ Travis J. Bowden

                                     Its:         President
                                        --------------------------------


ATTEST:

By:         /s/ W. E. Tate
  ---------------------------------

Its:        Secretary/Treasurer

[CORPORATE SEAL]



















                                        2
<PAGE>
                             THIRD AMENDMENT TO THE
                         DEFERRED COMPENSATION PLAN FOR
                         DIRECTORS OF GULF POWER COMPANY

         WHEREAS, the Board of Directors of Gulf Power Company (the "Company")
heretofore adopted the amendment and restatement of the Deferred Compensation
Plan for the Directors of Gulf Power Company (the "Plan") effective as of
January 1, 1987; and

         WHEREAS, under Section 9.3 of the Plan, the Board of Directors has the
authority to amend the Plan from time to time; and

         WHEREAS, the Board of Directors of the Company desires to amend the
Plan to add an additional deferral feature;

         NOW, THEREFORE, effective as of April 25, 1997, the Board of Directors
hereby amends the Plan as follows:

1.       A new Section 1.15 is hereby added to the Plan and shall read as
         follows:

1.15     "Accrued Pension" means the U.S. dollar amount of the
         actuarially-determined present value of the accrued and unpaid past
         service pension benefits under The Southern Company OutsideDirectors'
         Pension Plan (the "Directors Pension Plan ") of a Director acting as
         such at and as of December 31, 1996, as calculated as of the
         termination date of the Directors Pension Plan (the "Termination
         Date"), taking into account the Directors age and years and months of
         past service and such other assumptions as shall be reasonable and
         uniformly applied to all Directors.

2.       A new Section 6.25 is hereby added to the Plan and shall read as
         follows:

6.25     Deferred Pension Election

         (a)      Any Director, who has an Accrued Pension as of the Termination
                  Date, may make a single one- time election, on or before April
                  25, 1997 in writing and on a form to be furnished by the
                  Committee, to convert his or her Accrued Pension into a
                  deferred pension account under the Plan (a "Deferred Pension
                  Account").


<PAGE>


                  Upon making a deferred pension election (a "Deferred
                  Pension Election '), a new Deferred Pension Account
                  will be established in the Director's name and will
                  be credited with the amount of his or her Accrued
                  Pension so converted.

         (b)      Once made, a Deferred Pension Election cannot be changed or
                  revoked.

         (c)      A Deferred Pension Election shall defer the starting date for
                  the payment of the designated amount of the Director's Accrued
                  Pension, and any investment return credited thereon, until the
                  termination of the Director's membership on the Board.

         (d)      In the event of any such Deferred Pension Election, the form
                  of payment of any distribution (i.e., in a lump sum or in up
                  to ten approximately equal annual installments) and the
                  starting date of such distribution, (which may not be later
                  than the date which is twenty- four (24) months following the
                  date of termination of membership on the Board) shall be
                  elected at the same time. Except as herein provided, such
                  form-of-payment election shall not be changed or revoked.

                  IN WITNESS WHEREOF, this Third Amendment has been executed
pursuant to resolutions of the Board of Directors of Gulf Power Company this
25th day of April, 1997, to be effective as of the date of execution.

                                                     GULF POWER COMPANY

                                                     By:  /s/ Travis J. Bowden

                                                     Its:   President
                                                         ---------------------

Attest:


By: /s/ W. E. Tate
   ----------------------

Its:  Secretary/Treasurer

(Corporate Seal)



                                       -2-

April 25, 1997