Exhibit 10(a)61


                             FOURTH AMENDMENT TO THE
                     SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN

         WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore
adopted the amendment and restatement of The Southern Company Employee Savings
Plan ("Plan"), effective as of January 1, 1997; and

         WHEREAS, the Committee desires to amend the Plan to provide for the
participation in the Plan by certain former employees of Orange and Rockland
Utilities, Inc. and Pacific Gas and Electric, Inc. who become employed by
Southern Energy Resources, Inc.; and

         WHEREAS, the Committee desires to amend the Plan to allow for the
trust-to-trust transfer of account balances from the Orange and Rockland
Utilities, Inc. Management Employees' Savings Plan; and

         WHEREAS, the Committee desires to clarify Plan language concerning the
delegation of authority to appoint investment managers; and

         WHEREAS, the Committee desires to amend the definition of "Eligible
Rollover Distribution" to comply with recent changes in the law; 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, to be
effective as provided herein:

                                       I.

         Effective as of the date hereof, Article III shall be amended by adding
a new Section 3.8 thereto as follows and by redesignating existing Section 3.8
as Section 3.10:

                  3.8 Former Orange and Rockland Utilities, Inc. Employees.
         Notwithstanding any other provision of the Plan to the contrary, with
         respect to a former employee of Orange and Rockland Utilities, Inc.
         ("O&R") who is employed by Southern Energy Resources, Inc. and is set
         forth on a schedule of employees acknowledged by the Committee, such
         employee shall be given credit for service with O&R for eligibility
         purposes and may elect to become a Participant as of any Enrollment
         Date commencing on or after the date such employee meets the
         eligibility requirements under Section 3.1 of the Plan.

                                      II.

         Effective as of the date hereof, Article III shall be amended by adding
a new Section 3.9 thereto as follows:

                  3.9 Former Pacific Gas and Electric, Inc. Employees.
         Notwithstanding any other provision of the Plan to the contrary, with
         respect to a former employee of Pacific Gas and Electric, Inc. ("PG&E")
         who is employed by Southern Energy Resources, Inc. and is set forth on
         a schedule of employees acknowledged by the Committee, such employee
         shall be given credit for service with PG&E for eligibility purposes
         and may elect to become a Participant as of any Enrollment Date
         commencing on or after the date such employee meets the eligibility
         requirements under Section 3.1 of the Plan.

                                      III.

Effective as of the date hereof, a new Article XIX shall be added as follows:

                                  ARTICLE XIX

                   SPECIAL REQUIREMENTS FOR ACCOUNT BALANCES
               ATTRIBUTABLE TO ACCRUED BENEFITS TRANSFERRED FROM
                    THE ORANGE AND ROCKLAND UTILITIES, INC.
              MANAGEMENT EMPLOYEES' SAVINGS PLAN (THE "O&R PLAN")

                  19.1 Acceptance of Trust-to-Trust Transfer. The Plan may
         accept a trust-to-trust transfer of an account from the O&R Plan for
         each Participant who was a participant in the O&R Plan immediately
         prior to the date of the acquisition of Orange and Rockland Utilities,
         Inc. ("O&R") ("Effective Date"), who becomes employed by Southern
         Energy Resources, Inc. immediately thereafter, and who elects on a form
         acceptable to the Committee to make such a transfer. Such account shall
         be known as the Participant's "O&R Transferred Account" and shall be
         subject to the requirements of this Article XIX.

                  19.2 Treatment of O&R Transferred Account. The O&R Transferred
         Account shall not be maintained as a separate bookkeeping account but,
         instead, shall be treated as follows:

                           (a) Voluntary Participant Contributions. The portion
                  of the Transferred Account attributable to Employee After-Tax
                  Contributions, as that term is defined under the O&R Plan,
                  shall be treated as Voluntary Participant Contributions under
                  this Plan.

                           (b) Elective Employer Contributions. The portion of
                  the Transferred Account attributable to (1) Pre-Tax
                  Contributions, as that term is defined under the O&R Plan; and
                  (2) Transferred Employer PAYSOP Contributions, as that term is
                  defined under the O&R Plan; and (3) Hourly Savings Plan
                  Contributions, as that term is defined under the O&R Plan,
                  shall be treated as Elective Employer Contributions under this
                  Plan.

                           (c) Employer Matching Contributions. The portion of
                  the Transferred Account attributable to Company Matching
                  Contributions, as that term is defined under the O&R Plan,
                  shall be treated as Employer Matching Contributions under this
                  Plan.

                           (d) Rollover Contributions. The portion of the
                  Transferred Account attributable to Rollover Contributions, as
                  that term is defined under the O&R Plan, shall be treated as
                  Rollover Contributions under this Plan.

                  19.3 Investment and In-Service Withdrawals of Employer
         Matching Contributions. In determining a Participant's ability to
         invest Employer Matching Contributions under Section 8.3(b) and to
         withdraw Employer Matching Contributions under Section 11.1(a)(4), a
         Participant shall be given credit for any participation in the O&R
         Plan.

                  19.4 Loans from O&R Transferred Accounts. The Transferred
         Accounts may include loans made under the O&R Plan and shall be
         amortized in accordance with the loan note(s) provided upon transfer.
         With respect to Section 11.7(b), any loans transferred shall be
         considered in determining the limits thereunder.

                  19.5 Code Section 411(d)(6) Protected Benefits.
         Notwithstanding any of the foregoing, the provisions of this Article
         XIX shall not decrease a Participant's accrued benefit, except to the
         extent permitted under Section 412(c)(8) of the Code, and shall not
         reduce or eliminate Code Section 411(d)(6) protected benefits. The
         Committee shall disregard any part of this Article XIX or the Plan to
         the extent that application of such would fail to satisfy this
         paragraph. If the Committee disregards any portion of this Article XIX
         or the Plan because it would eliminate a protected benefit, the
         Committee shall maintain a schedule of any such impacted early
         retirement option or other optional forms of benefit and the Plan shall
         continue such for the affected Participants.

                                      IV.

         Effective as of March 25, 1999, Section 13.14 of the Plan shall be
amended by deleting such section in its entirety and replacing it with the
following:

                  13.14 Management of Assets. The Committee shall not have
         responsibility with respect to control or management of the assets of
         the Plan. The Trustee shall have the sole responsibility for the
         administration of the assets of the Plan as provided in the Trust
         Agreement, except to the extent that an investment advisor (who
         qualifies as an Investment Manager as that term is defined in ERISA)
         who is appointed by the Pension Fund Investment Review Committee shall
         have responsibility for the management of the assets of the Plan, or
         some part thereof (including powers to acquire and dispose of the
         assets of the Plan, or some part thereof).

                                       V.

         Effective as of March 25, 1999, Section 14.1 of the Plan shall be
amended by deleting such section in its entirety and replacing it with the
following:

                    14.1 Trustee. The Company has entered into a Trust Agreement
         with the Trustee to hold the funds necessary to provide the benefits
         set forth in the Plan. If the Board of Directors so determines, the
         Company may enter into a Trust Agreement or Trust Agreements with
         additional trustees. Any Trust Agreement may be amended by the Company
         from time to time in accordance with its terms. Any Trust Agreement
         shall provide, among other things, that all funds received by the
         Trustee thereunder will be held, administered, invested, and
         distributed by the Trustee, and that no part of the corpus or income of
         the Trust held by the Trustee shall be used for or diverted to purposes
         other than for the exclusive benefit of Participants or their
         Beneficiaries, except as otherwise provided in the Plan. Any Trust
         Agreement may also provide that the investment and reinvestment of the
         Trust Fund, or any part thereof may be carried out in accordance with
         directions given to the Trustee by any Investment Manager or Investment
         Managers (as that term is defined in ERISA) who may be appointed by the
         Pension Fund Investment Review Committee. The Board of Directors may
         remove any Trustee or any successor Trustee, and any Trustee or any
         successor Trustee may resign. Upon removal or resignation of a Trustee,
         the Board of Directors shall appoint a successor Trustee.

                                      VI.

         Effective as of the date hereof, Section 2.30 of the Plan shall be
amended by deleting such section in its entirety and replacing it with the
following:

                  2.30. "Eligible Rollover Distribution" shall mean any
         distribution of all or any portion of the balance to the credit of the
         Distributee, except that an Eligible Rollover Distribution does not
         include: (a) any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the Distributee, the joint lives (or
         joint life expectancies) of the Distributee and the Distributee's
         Beneficiary, or for a specified period of 10 years or more; (b) any
         distribution to the extent such distribution is required under Section
         401(a)(9) of the Code; (c) the portion of any distribution that is not
         includable in gross income (determined without regard to the exclusion
         from net unrealized appreciation with respect to employer securities);
         and (d) for distributions on or after January 1, 2000, any hardship
         distribution described in Section 401(k)(2)(B)(i)(IV) of the Code.

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

         IN WITNESS WHEREOF, Southern Company Services, Inc., through the duly
authorized members of the Employee Savings Plan Committee, has adopted this
Fourth Amendment to The Southern Company Employee Savings Plan this ____ day of
_________________________, 1999 to be effective as of such date unless stated
otherwise herein.

                                       EMPLOYEE SAVINGS PLAN COMMITTEE:



                                       Christopher C. Womack

                                       Robert A. Bell

                                       W. Dean Hudson
<PAGE>
                             FIFTH AMENDMENT TO THE
                     SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN

         WHEREAS, the Employee Savings Plan Committee ("Committee") heretofore
adopted the amendment and restatement of The Southern Company Employee Savings
Plan ("Plan"), effective as of January 1, 1997; and

         WHEREAS, the Committee desires to amend the Plan to allow Eligible
Employees to make a Rollover Contribution to the Plan within 18 months of
employment; 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, to be
effective as provided herein:

                                       I.

         Effective as of January 1, 2000, Section 4.11 of the Plan shall be
amended by deleting such Section and substituting a new Section 4.11 as follows:

                    4.11 Rollovers from Other Plans. An Eligible Employee who is
         hired or rehired on or after April 1, 1997 and has received a
         distribution of his interest in a retirement plan of a former employer
         under circumstances meeting the requirements of Section 402(c)(4) of
         the Code relating to eligible rollover distributions from qualified
         trusts may elect to deposit all or any portion (as designated by such
         Eligible Employee) of the amount of such distribution as a Rollover
         Contribution to this Plan. A Rollover Contribution may be made only
         within 60 days following the date the Eligible Employee receives the
         distribution from the plan of his former employer (or within such
         additional period as may be provided under Section 408 of the Code if
         the Eligible Employee shall have made a timely deposit of the
         distribution in an individual retirement account) and within 12 months
         of the date of his employment or reemployment with an Employing
         Company. Notwithstanding the preceding sentence, effective January 1,
         2000, a Rollover Contribution may be made only within 60 days following
         the date the Eligible Employee receives the distribution from the plan
         of his former employer (or within such additional period as may be
         provided under Section 408 of the Code if the Eligible Employee shall
         have made a timely deposit of the distribution in an individual
         retirement account) and within 18 months after the date of his
         employment or reemployment with an Employing Company. In addition to
         the foregoing, an Eligible Employee described in Section 3.5 may elect
         to make a Rollover Contribution to this Plan without regard to his date
         of employment, provided that such Rollover Contribution is deposited
         with this Plan within the period beginning April 1, 1997 and ending
         June 30, 1997 and which otherwise satisfies the requirements of this
         Section 4.11.

                     The Committee shall establish rules and procedures to
         implement this Section 4.11, including without limitation, such
         procedures as may be appropriate to permit the Committee to verify the
         tax qualified status of the plan of the former employer and compliance
         with any applicable provisions of the Code relating to such
         contributions. The amount contributed to the Trustee pursuant to this
         Section 4.11 shall be placed in the Eligible Employee's Rollover
         Contribution subaccount for the benefit of the Eligible Employee
         pursuant to Section 9.1. The Eligible Employee shall have a fully
         vested interest in the balance of his Rollover Contribution subaccount
         at all times and such Rollover Contribution subaccount shall share in
         the earnings, gains, and losses of the Trust Fund as set forth in
         Article IX of the Plan. An Employee shall be entitled to a distribution
         of his Rollover Contribution subaccount pursuant to the applicable
         provisions of Articles XI and XII hereof.

                                      II.

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

         IN WITNESS WHEREOF, the Employee Savings Plan Committee, through its
duly authorized member, has adopted this Fifth Amendment to The Southern Company
Employee Savings Plan pursuant to a Committee resolution, this ________ day of
______________________, 1999 to be effective as of such date unless stated
otherwise herein.

                                          EMPLOYEE SAVINGS PLAN COMMITTEE:



                                          Christopher C. Womack