Exhibit 10(f)23

                         1997 DEFERRED COMPENSATION PLAN
                                       FOR
                DIRECTORS OF SAVANNAH ELECTRIC AND POWER COMPANY

                             Effective April 1, 1997


                                    Article I
                                   Definitions

1.1      "Account shall mean the Deferred Compensation Account established for
         each Director electing to participate in the Plan pursuant to Article
         VI.

1.2      "Accrued Pension" means the U.S. dollar amount of the
         actuarially-determined present value of the accrued and unpaid past
         service pension benefits under The Southern Company Outside Directors
         Pension Plan (the "Directors Pension Plan") of a Director acting as
         such at and as of December 31, 1996, as calculated as of the
         termination date of the Directors Pension Plan (the "Termination
         Date"), taking into account the Director's age and years and months of
         past service and such other assumptions as shall be reasonable and
         uniformly applied to all Directors.

1.3      "Board of Directors" or "Board" shall mean the Board of Directors of
         Savannah Electric and Power Company.

1.4      "Common Stock" shall mean the common stock of Southern Company.

1.5      "Company" shall mean Savannah Electric and Power Company.

1.6      "Committee" shall mean the Administrative Benefits Committee of the
         Company.

1.7      "Compensation" shall mean the compensation payable to the Directors of
         the Company, including retainer fees and meeting fees but excluding any
         amount paid in the form of stock, as determined from time to time by
         the Board of Directors.

1.8      "Deferral Election" shall mean the written election by a Director to
         defer payment of all or a portion of his Compensation under the Plan
         pursuant to Article VI.

1.9      "Director" shall mean a member of the Board of Directors and shall
         include an Advisory Director.

1.10     "Investment Election" shall mean the written election by a Director to
         have his deferred Compensation invested pursuant to Section 7.2 or
         Section 7.3.

1.11     "Market Value" shall mean the average of the high and low prices of the
         Common Stock, as published in the Wall Street Journal in its report of
         New York Stock Exchange composite transactions, on the date such Market
         Value is to be determined, as specified herein (or the average of the
         high and low sale prices on the trading day immediately preceding such
         date if the Common Stock is not traded on the New York Stock Exchange
         on such date).

1.12     "Plan" shall mean the 1997 Deferred Compensation Plan for Directors of
         Savannah Electric and Power Company.

1.13     "Plan Period" shall mean the period designated in Article V.


                                   Article II
                                     Purpose

2.1      The Plan provides a method of deferring payment to a Director of his
         Compensation until a date following the termination of his membership
         on the Board of Directors.


                                   Article III
                                   Eligibility

3.1      An individual who serves as a Director and is not otherwise actively
         employed by the Company or any of its subsidiaries or affiliates shall
         be eligible to participate in the Plan.


                                   Article IV
                                 Administration

4.1       The Plan shall be administered by the Committee, as appointed from
          time to time. The Committee shall have the power to interpret the Plan
          and, subject to its provisions, to make all determinations necessary
          or desirable for the Plan's administration.


                                    Article V
                                  Plan periods

5.1       The first Plan Period shall commence April 1, 1997. Said first Plan
          Period shall be a nine-month period and all subsequent Plan periods
          shall be on a calendar year basis, except that the initial Plan Period
          applicable to any person elected to fill a vacancy on the Board of
          Directors who was not a Director on the preceding December 31 shall
          begin on the first day of such Director's membership on the Board of
          Directors.


                                   Article VI
                                  Participation

6.1       Prior to the beginning of any Plan Period, a Director may elect to
          participate in the Plan by directing that payment of all or any part
          of the Compensation which would otherwise be paid to the Director in
          the next succeeding Plan Period be deferred until the Director
          terminates his membership on the Board of Directors and elects to
          commence distribution of his Deferred Compensation Account pursuant to
          the terms of the Plan.

6.2       The Deferral Election shall be in writing on a form prescribed by the
          Committee and shall state (a) that the Director wishes to make an
          election to defer payment of his Compensation, (b) the
          percentage/dollar amount of Compensation to be deferred, (c) the
          method of payment, which shall be the payment of a lump sum or a
          series of annual payments not to exceed ten (10), and (d) the time for
          commencement of distribution of his Account balance, which shall be
          not later than the first day of the month coinciding with or next
          following the second anniversary of the termination of his membership
          on the Board of Directors. Each Director making a Deferral Election in
          accordance with the terms of the Plan, and his successors, heirs and
          assigns shall be bound as to any action taken pursuant to the terms
          thereof and to the terms of the Plan.



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6.3      Deferred Pension Election

         (a)      Any Director, who has an Accrued Pension as of the Termination
                  Date, may make a single one-time election, on or before April
                  1, 1997 in writing and on a form to be furnished by the
                  Committee, to convert his or her Accrued Pension into a
                  deferred pension account under the Plan (a "Deferred Pension
                  Account"). Upon making a deferred pension election (a
                  "Deferred Pension Election"), a new Deferred Pension Account
                  will be established in the Director's name and will be
                  credited with the amount of his or her Accrued Pension so
                  converted.

         (b)      Once made, a Deferred Pension Election cannot be changed or
                  revoked.

         (c)      A Deferred Pension Election shall defer the starting date for
                  the payment of the designated amount of the Director's Accrued
                  Pension, and any investment return credited thereon, until the
                  termination of the Director's membership on the Board.

         (d)      In the event of any such Deferred Pension Election, the form
                  of payment of any distribution (i.e., in a lump sum or in up
                  to ten approximately equal annual installments) and the
                  starting date of such distribution, (which may not be later
                  than the date which is twenty-four (24) months following the
                  date of termination of membership on the Board) shall be
                  elected at the same time. Except as herein provided, such
                  form-of-payment election shall not be changed or revoked.

6.4       The Deferral Election shall be made by written notice delivered to the
          Secretary of the Company prior to the first day of the next succeeding
          Plan Period and shall be effective on the first day of such succeeding
          Plan Period. The Deferral Election made in accordance with this
          Article shall be irrevocable. Such Deferral Election shall continue
          from Plan Period to Plan Period unless the Director terminates
          participation or changes the Deferral Election regarding future
          payments by submitting a written request to the Secretary of the
          Company on a form prescribed by the Committee. Any such termination or
          change shall become effective as of the first day of the Plan Period
          next following the Plan period in which such request is given. A
          termination of participation in the Plan or change in Deferral
          Election regarding future payments shall not affect amounts previously
          deferred. The initial Deferral Election made after the effective date
          of this Amendment and Restatement with respect to (a) the method of
          payment, whether it be lump sum or installments, including the number
          of installments selected, and (b) the time for commencement of
          distribution of a Participant's Account may not be revoked and shall
          govern the distribution of a participant's Account, except as provided
          in Section 6.6. Notwithstanding the foregoing, if the Compensation
          paid to a Director is increased during a Plan Period, such Director
          shall receive a Deferral Election form prescribed by the Committee and
          shall be entitled to make a new deferral election regarding increased
          future Compensation effective as of the date the increase in
          Compensation occurs.

6.5      A Director who has filed a termination of Deferral Election may
         thereafter file a new Deferral Election to participate for Plan periods
         subsequent to the Plan Period of the filing of such Deferral Election.
         The new Deferral Election shall not affect amounts previously deferred.

6.6       Except as provided below, with the approval of the Committee, a
          Director may amend a prior Deferral Election on a form prescribed by
          the Committee not prior to the 390th day nor later than the 360th day
          prior to his termination of membership on the Board of Directors in
          order to change (a) the form, and/or (b) the time for commencement of
          the distribution of his Deferred Compensation Account in accordance
          with the terms of the Plan. Any such amendment to a prior Deferral
          Election, as described in this Section 6.6, shall be contingent upon
          the Director's completion of his term of membership on the Board of
          Directors, except in the event of the disability or death of such
          Director.


                                   Article VII
                         Deferred Compensation Accounts

7.1       An Account shall be established on the Company books for each Director
          electing to defer all or a portion of his Compensation, which shall be
          credited with (a) any Compensation deferred in accordance with Article
          VI and (b) pursuant to each Director's Investment Election, the
          amounts computed in accordance with Section 7.2 and/or the number of
          shares computed in accordance with Section 7.3.

7.2       The Deferred Compensation Account of each Director electing to invest
          his deferred Compensation for a Plan period pursuant to this Section
          7.2 shall be credited with an amount computed by the Company by
          treating the amount deferred as a sum certain to which the Company
          will add in lieu of interest an amount equal to the prime rate of
          interest as published in the Wall Street Journal. Interest shall be
          computed as if credited from the date such Compensation would
          otherwise have been paid and shall be compounded quarterly at the end
          of each calendar quarter. The prime rate in effect on the first day of
          each calendar quarter shall be deemed the prime rate in effect for
          each calendar quarter. Interest will be treated as if accrued and will
          be compounded on any balance until such amount is fully distributed.

7.3       The Deferred Compensation Account of each Director electing to invest
          his deferred Compensation for a Plan Period pursuant to this Section
          7.3 shall be credited with the number of shares (including fractional
          shares) of Common Stock which could have been purchased on the date
          such deferred Compensation otherwise would have been paid based upon
          the Common Stock's Market Value. As of each date of payment of
          dividends on the Common Stock, there shall be credited with respect to
          shares of Common Stock in the Director's Deferred Compensation Account
          such additional shares (including fractional shares) of Common Stock
          as follows:

                  (a)      In the case of cash dividends, such additional shares
                           as could be purchased at the Market Value as of the
                           dividend payment date with the dividends which would
                           have been payable if the credited shares had been
                           outstanding;

                  (b)      In the case of dividends payable in property other
                           than cash or Common Stock, such additional shares as
                           could be purchased at the Market Value as of the
                           payment date with the fair market value of the
                           property which would have been payable if the
                           credited shares had been outstanding; or

                  (c)      In the case of dividends payable in Common Stock,
                           such additional shares as would have been payable on
                           the credited shares if they had been outstanding.

7.4       The Investment Election by a Director with respect to his Deferred
          Compensation Account shall be made in writing on a form prescribed by
          the Committee and delivered to the Secretary of the Company prior to
          the first day of the next succeeding Plan Period and shall be
          effective on the first day of such succeeding Plan Period. The
          Investment Election made in accordance with this Article VII shall be
          irrevocable. Such Investment Election shall continue from Plan Period
          to Plan Period unless the Director changes the Investment Election
          regarding future deferred Compensation by submitting a written request
          to the Secretary of the Company on a form prescribed by the Committee.
          Any such change shall become effective as of the first day of the Plan
          Period next following the Plan Period in which such request is given.

7.5       At the end of each Plan Period, a report shall be issued to each
          Director who has a Deferred Compensation Account which sets forth the
          amount and Market Value of any shares of Common Stock (and fractions
          thereof) reflected in such Account.


                                  Article VIII
                            Distribution of Accounts

8.1       When a Director terminates his membership on the Board of Directors,
          said Director shall be entitled to receive the entire amount and the
          Market Value of any shares of Common Stock (and fractions thereof)
          reflected in his Deferred Compensation Account payable in cash in
          accordance with his Deferral Election. No portion of a Director's
          Deferred Compensation Account shall be distributed in Common Stock. In
          the event a Director shall have elected to receive the balance of his
          Deferred Compensation Account in a lump sum, distribution shall be
          made on the first day of the month selected by the Director in
          accordance with the terms of the Plan, or as soon as reasonably
          possible thereafter. In the event the Director shall have elected to
          receive annual installments, the first payment shall be on the first
          day of the month selected by a Director, or as soon as reasonably
          possible thereafter, and shall be paid an amount equal to the balance
          in the Director's Account on such date divided by the number of annual
          installment payments. Each subsequent annual payment shall be an
          amount equal to the balance in the Director's Account on the payment
          date divided by the number of remaining annual payments and shall be
          paid on the anniversary of the preceding payment date. Notwithstanding
          a Director's election to receive his Deferred Compensation Account
          Balance in annual installments, the Committee, in its sole discretion
          upon request of the Director or his legal representative may
          accelerate the payment of any such installments for cause. The Market
          Value of any shares of Common Stock credited to a Director's Deferred
          Compensation Account shall be determined as of the twenty-fifth (25th)
          day of the month immediately preceding the date of any lump sum or
          installment distribution.

8.2       Upon the death of a Director, or a former Director prior to the
          payment of all amounts and the Market Value of any shares of Common
          Stock (and fractions thereof) credited to said Director's Account, the
          unpaid balance shall be paid in the sole discretion of the Committee
          (a) in a lump sum to the designated beneficiary of such Director or
          former Director within thirty (30) days of the date of death (or as
          soon as reasonably possible thereafter) or (b) in accordance with the
          Deferral Election made by such Director or former Director. In the
          event a beneficiary designation has not been made, or the designated
          beneficiary is deceased or cannot be located, payment shall be made to
          the estate of the Director or former Director. The Market Value of any
          shares of Common Stock credited to a Director's Deferred Compensation
          Account shall be determined as of the twenty-fifth (25th) day of the
          month immediately preceding the date of any lump sum or installment
          distribution.

8.3       The beneficiary designation referred to above may be changed by a
          Director or former Director at any time, and without the consent of
          the prior beneficiary, on a form to be provided by the Secretary of
          the Company.



<PAGE>



                                   Article IX
                                  Miscellaneous

9.1       No Director or beneficiary shall have any right to sell, assign,
          transfer, encumber or otherwise convey the right to receive payment of
          any benefit payable hereunder, which payment and the right thereto are
          expressly declared to be nonassignable and nontransferable. Any
          attempt to do so shall be null and void and of no effect.

9.2       The Company shall not reserve or otherwise set aside funds for the
          payment of its obligations hereunder, which obligations will be paid
          from the general assets of the Company. Notwithstanding that a
          Director shall be entitled to receive the entire amount in his
          Deferred Compensation Account as provided in Section 8.1, any amounts
          credited to a Director's Account to be paid to such Director shall at
          all times be subject to the claims of the Company's creditors.

9.3       The Board of Directors may terminate the Plan at any time or may, from
          time to time, amend the Plan; provided however, that no such amendment
          or termination shall impair any rights to payments which had been
          deferred under the Plan prior to the termination or amendment.

9.4      This Plan shall be construed in accordance with and governed by the
         laws of the State of Georgia.

         IN WITNESS WHEREOF, the Plan has been executed pursuant to resolutions
of the Executive Committee of the Board of Directors of Savannah Electric and
Power Company, this _____ day of ________________, 1997.


                                            SAVANNAH ELECTRIC AND POWER COMPANY



                                            By:________________________________



Attest:

By: ______________________________
      Savannah Electric and Power Company

      [Corporate Seal]