Exhibit 10(a)63



                             THIRD AMENDMENT TO THE
                 SOUTHERN COMPANY EMPLOYEE STOCK OWNERSHIP PLAN


         WHEREAS, the Employee Stock Ownership Plan Committee ("Committee")
heretofore adopted the amendment and restatement of The Southern Company
Employee Stock Ownership Plan ("Plan"), effective as of April 1, 1995, which was
amended by the Board of Directors of Southern Company Services, Inc. ("Company")
effective as of August 1, 1995 and by the Committee to be effective as provided
in the Second Amendment; and

         WHEREAS, the Committee desires again to amend the Plan in order to make
certain clarifying changes; 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:

                                       I.

         Effective as of the date hereof, Section 2.3 shall be amended by
deleting such Section in its entirety and substituting a new Section 2.3 as
follows:

                  2.3 "Aggregation Group" shall mean either a Required
         Aggregation Group or a Permissive Aggregation Group.

                                       II.

         Effective as of January 1, 1996, Section 2.25 shall be amended by
deleting such Section in its entirety and substituting a new Section 2.25 as
follows:

                  2.25 "Enrollment Date" shall mean the day on which the
         Eligible Employee meets the requirements for participation in this Plan
         under Article III.






                                      III.

         Effective as of the date hereof, a new Section 2.37A shall be added to
the Plan as follows:

                  2.37A "Permissive Aggregation Group" shall mean a group of
         plans consisting of the Required Aggregation Group and, at the election
         of the Affiliated Employers, such other plan or plans not required to
         be included in the Required Aggregation Group, provided the resulting
         group, taken as a whole, would continue to satisfy the provisions of
         Code Section 401(a)(4) or 410.

                                       IV.

         Effective as of the date hereof, a new Section 2.42A shall be added to
the Plan as follows:

                  2.42A "Required Aggregation Group" shall mean those plans that
         are required to be aggregated as determined under this Section 2.42A.
         In determining a Required Aggregation Group hereunder, each plan of the
         Affiliated Employers in which a Key Employee is a participant and each
         other plan of the Affiliated Employers which enables any plan in which
         a Key Employee participates to meet the requirements of Code Section
         401(a)(4) or 410 will be required to be aggregated.

                                       V.

         Effective as of January 1, 1996, Section 6.8 shall be amended by
deleting the first sentence thereof and inserting a new sentence as follows:

                  Before each annual or special meeting of shareholders of The
         Southern Company, there shall be sent to each Participant a copy of the
         proxy soliciting material for the meeting, together with a form
         requesting instructions to the Trustee on how to vote the shares of
         Common Stock credited to such Participant's Account as of the record
         date of the Common Stock.

                                       VI.

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



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         IN WITNESS WHEREOF, Southern Company Services, Inc. through its duly
authorized officers has adopted this Third Amendment to The Southern Company
Employee Stock Ownership Plan this ____ day of _________________________, 1997
to be effective as stated herein.

                                            SOUTHERN COMPANY SERVICES, INC.



                                            By:

                                            Its:

ATTEST:


By:
Its: