Exhbit 10(a)82

                               FIRST AMENDMENT TO
                              THE SOUTHERN COMPANY

                   EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

         WHEREAS, effective December 7, 1998, Southern Company Services, Inc.
("Company") established the Southern Company Executive Change in Control
Severance Plan ("Plan") to provide certain benefits to eligible employees that
may be terminated from employment following a change in control as contemplated
therein; and

         WHEREAS, the Company, through its Board of Directors, previously
authorized the adoption of this Plan; and

         WHEREAS, the Company desires to make a clarifying amendment regarding
certain eligible employees' right to benefits under the Southern Energy
Resources, Inc. Deferred Incentive Compensation Plan.

         NOW, THEREFORE, the Plan is hereby amended in the following particulars
to be effective December 7, 1998 as set forth below:

                                       1.

         Section 2.11-A is added thereto as follows:

                           2.11-A "DIC Plan" shall mean the Southern Energy
                  Resources, Inc. Deferred Incentive Compensation Plan or any
                  successor thereto which is considered an "equitable
                  arrangement" thereof, as such plans may be amended from time
                  to time.

                                       2.

         Section 3.2(k) is added thereto as follows:

                           3.2(k) DIC Plan. The provisions of this Section
                  3.2(k) shall apply to any Participant who, as of the date of
                  the Change in Control, was a participant in the DIC Plan, the
                  defined terms of which are incorporated into this Section
                  3.2(k) by reference. Provided a Participant is not entitled to
                  benefits under Article V of the DIC Plan, if the DIC Plan is
                  in place through Participant's Termination Date and to the
                  extent that Participant is entitled to participate therein,
                  any of the Participant's Awards as of the Termination Date
                  which are not then vested shall become fully vested and
                  Participant shall be entitled to receive cash in the amount
                  equal to Participant's Account as of his Termination Date.
                  Notwithstanding anything in the DIC Plan to the contrary, the
                  investment return on the Awards determined in accordance with
                  Section 3.1 of the DIC Plan for any Plan Year following a
                  Change in Control of Southern or its Employing Company shall
                  be no less than the investment return determined in accordance
                  with Section 3.1 of the DIC Plan as of the date of such Change
                  in Control with respect to those Accounts which are
                  outstanding as of the date of such Change in Control.

         IN WITNESS WHEREOF, this First Amendment has been executed by a duly
authorized officer of Southern Company Services, Inc. pursuant to resolutions of
the Board of Directors of the Company this ____ day of _______________________,
1999.

                                     SOUTHERN COMPANY SERVICES, INC.


                                   By:

                                      Christopher C. Womack
                                      Senior Vice President, Human Resources

ATTEST:

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