Exhibit 10(a)70



                                 FIRST AMENDMENT
                  TO THE SOUTHERN COMPANY PERFORMANCE PAY PLAN


         WHEREAS, the Board of Directors of Southern Company Services, Inc. (the
"Company") heretofore adopted the amendment and restatement of The Southern
Company Performance Pay Plan (the "Plan") effective as of January 1, 1991; and

         WHEREAS, the Board of Directors of Gulf Power Company adopted the Gulf
Power Company Appliance Sales Performance Pay Plan to be effective as of January
1, 1992; and

         WHEREAS, the Board of Directors of the Company desires to amend the
Plan to integrate the Gulf Power Company Appliance Sales Performance Pay Plan
with the Plan; and

         WHEREAS, under Section 6.3 of the Plan, the Board of Directors has the
authority to amend the Plan at any time;

         NOW THEREFORE, effective January 1, 1992, the Board of Directors hereby
amends the Plan as follows:


                                                        I.

         Article IV of the Plan shall be amended by adding the following new
Section 4.5 thereto:

         4.5 Notwithstanding the foregoing, the portion of the Incentive Pay
Award Pool otherwise distributable under the terms of this Plan on behalf of
Employees of Gulf Power Company shall be reduced by the amount necessary (the
"Necessary Amount") to fund the Gulf Power Company Appliance Sales Performance
Pay Plan (hereinafter referred to as the "Gulf Plan") as determined by the
executive committee (as that term is defined under the Gulf Plan) of the Gulf
Plan. Such Necessary Amount shall be distributed directly to the Gulf Plan from
the Incentive Pay Award Pool and shall be further distributed in accordance with
the terms of the Gulf Plan. The portion of the Incentive Pay Award Pool
otherwise payable on behalf of Employees of Gulf Power Company but not payable
to the Gulf Plan in accordance with this Section shall be subject to and
distributed in accordance with the provisions of this Plan. Except as provided
in Section 4.5(a) below, in no event shall a Gulf Power Company Appliance Sales
Department employee be entitled to receive a distribution from both this Plan
and the Gulf Plan.

         (a) If an employee of the Gulf Power Company Appliance Sales Department
transfers between the Appliance Sales Department and another department of Gulf
Power Company or another Employing Company, such employee shall be entitled to
receive a pro-rata award under this Plan for that portion of the year in which
such employee participates in this Plan. The accrual rate of the pro-rata award
to be awarded to such employee under this Section 4.5(a) shall be determined in
accordance with Exhibit A of the Plan.


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         (b) Position Level Values for employees transferring to or from the
Appliance Sales Department as described in Section 4.5(a) above shall be
prorated based upon the employee's time of participation in this Plan.

                                                        II.

         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.

         IN WITNESS WHEREOF, Southern Company Services, Inc., through its duly
authorized officers, has adopted this First Amendment to The Southern Company
Performance Pay Plan this ____ day of ___________________, 1992, to be effective
January 1, 1992.


                                  SOUTHERN COMPANY SERVICES, INC.




                                  By:
                                           Bob Andrews
                                           Vice President


Attest:



By:
         Tommy Chisholm
         Secretary

         [CORPORATE SEAL]









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<PAGE>

                    SECOND AMENDMENT TO THE SOUTHERN COMPANY
                              PERFORMANCE PAY PLAN


         WHEREAS, the Board of Directors of Southern Company Services, Inc.
(sometimes hereinafter referred to as the "Company") heretofore adopted the
Amendment and Restatement of The Southern Company Performance Pay Plan
(hereinafter referred to as the "Plan"), effective as of January 1, 1993; and

         WHEREAS, the Plan provides for the payment of incentive pay awards by
funding units based in part on the attainment of goals established by such
funding units; and

         WHEREAS, upon the transfer of employment by a participant within The
Southern Company, the Plan currently allocates funding responsibilities for
payment of incentive pay awards to the transferee funding unit; and

         WHEREAS, the Company desires to clarify the allocation of such funding
responsibilities with respect to the functionalization of certain employees
which will be transferred to Southern Company Services, Inc. effective December
16, 1995; and

         WHEREAS, the Company also desires to clarify the exclusion from
participation of certain employees who receive incentive compensation through
other means; and

         WHEREAS, the Board of Directors of the Company is authorized pursuant
to Section 6.3 of the Plan to amend the Plan at any time.

         NOW THEREFORE, the Board of Directors of the Company hereby amends the
Plan as follows:

                                                        1.

         A new Section 2.1(b)(5) shall be included as set forth below:

                  Termination from participation in the Plan because the
                  requirements of Section 1.16 above are not met.

                                                        2.
         A new Section 2.1(c) shall be included as set forth below:

                  Notwithstanding paragraphs (a) and (b) above, the following
                  employees of Alabama Power Company are ineligible to
                  participate in the Plan: Appliance Sales Persons with Job Code
                  4074 and Commissioned Commercial Account Managers with Job
                  Code 5867.



<PAGE>


                                                        3.

         A new Section 3.2(d) shall be included as set forth below:

                  Notwithstanding Section 3.2(c) above, if a Non-Covered
                  Employee Participant transfers to Southern Company Services,
                  Inc. effective December 16, 1995 from an Operating Company,
                  other than Southern Company Services, Inc., as a result of the
                  functionalization of such Participant's job duties, the
                  Operating Company will fund such Participant's Incentive Pay
                  Award for the entire Performance Period which commenced
                  January 1, 1995. Southern Company Services, Inc. shall be
                  responsible for paying the Incentive Pay Award to the
                  Non-Covered Employee Participant in accordance with Section
                  4.1(c).

                                                        4.

         Except as amended herein and by the First Amendment, the Plan shall
remain in full force and effect as amended and restated by the Company.

         IN WITNESS WHEREOF, the Company through its duly authorized officers,
has adopted the Second Amendment to The Southern Company Performance Pay Plan
this ___ day of _________________, 1995.

                       SOUTHERN COMPANY SERVICES, INC.



                       By:
 

                       Its:



ATTEST:



By:



Its:



[CORPORATE SEAL]



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