Exhibit 10(f)16

                  FIRST AMENDMENT TO THE EMPLOYEES' RETIREMENT
                   PLAN OF SAVANNAH ELECTRIC AND POWER COMPANY
                       (AS AMENDED AND RESTATED EFFECTIVE
                                JANUARY 1, 1989)


         WHEREAS, the Board of Directors of Savannah Electric and Power Company
(the "Company") heretofore adopted the amendment and restatement of the
Employees' Retirement Plan of Savannah Electric and Power Company (the "Plan"),
effective January 1, 1989, in order to comply with the Internal Revenue Code of
1986, as amended; and

         WHEREAS, the Company has authorized appropriate officers to take proper
actions which accomplish its overall intent to amend and restate the Plan; and

         WHEREAS, the Company is authorized pursuant to Article XIII of the Plan
to amend the Plan from time to time.

         NOW, THEREFORE, effective January 16, 1995, the Company hereby amends
the Plan as follows:

                                                        1.

         Section 5.05(a) of the Plan is amended by deleting said Section in its
entirety and substituting the following in lieu thereof:

 5.05 Restoration of Retired Member or Former Member to Service

      (a)      If a Member in receipt of an Allowance is
               restored to service as an Employee on or
               after his Normal Retirement Date, the
               following shall apply, except with respect
               to temporary employees on and after January
               16, 1995:

               (i)              His Allowance shall be suspended for each
                                month during the period of restoration which
                                is a Suspendible Month.

               (ii)             Upon the death of the Member during the
                                period of restoration, any Allowance that
                                would have been payable to his surviving
                                Spouse had he not been restored to service
                                shall be payable or, alternatively, any
                                payments under an optional benefit, if one
                                has been elected and becomes effective,
                                shall begin.


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               (iii)            Upon later retirement, payment of the
                                Member's Allowance shall resume no later
                                than the third month after the latest
                                Suspendible Month during the period of
                                restoration, and shall be adjusted, if
                                necessary, in compliance with Title 29 of
                                the Code of Federal Regulations,
                                ss. 2530.203-3 in a consistent and
                                nondiscriminatory manner.

                                                        2.

         Section 5.05(b) of the Plan is amended by deleting said Section in its
entirety and substituting the following in lieu thereof:

      (b)    If a Member in receipt of an Allowance is
             restored to service as an Employee before
             his Normal Retirement Date, the following
             shall apply, except with respect to
             temporary employees on and after January 16,
             1995:

             (i)              His Allowance shall cease and any election
                              of an optional benefit in effect shall be void.

             (ii)             Any Continuous and Credited
                              Service to which he was
                              entitled when he retired or
                              terminated service shall be
                              restored to him.

             (iii)            Upon later retirement or termination, his
                              Allowance shall be based on the benefit
                              formula then in effect and his Compensation
                              and Credited Service before and after the
                              period when he was not in the service of the
                              Company, reduced by an amount of
                              Equivalent Actuarial Value to the benefits,
                              if any, he received before the date of his
                              restoration to service.

             (iv)             The part of the Member's Allowance upon
                              later retirement payable with respect to
                              Credited Service rendered before his
                              previous retirement or termination of service
                              shall never be less than the amount of his
                              previous Allowance modified to reflect any
                              option in effect on his later retirement.

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                                                        3.

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


         IN WITNESS WHEREOF, the Company, through its duly authorized officers,
adopts this First Amendment to the Plan this 16th day of January, 1995, to be
effective as stated herein.


                                            SAVANNAH ELECTRIC AND POWER COMPANY



                                            By:

                                           Arthur M. Gignilliat, Jr.
                                           President and Chief Executive Officer

ATTEST:



By:


      Lavonne K. Calandra
      Corporate Secretary


[CORPORATE SEAL]



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