UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission		Registrant, State of Incorporation,		I.R.S. Employer
File Number		Address and Telephone Number		Identification No.
1-3526		The Southern Company		58-0690070
		(A Delaware Corporation)
		30 Ivan Allen Jr. Boulevard, N.W.
		Atlanta, Georgia 30308
		(404) 506-5000
1-6468		Georgia Power Company		58-0257110
		(A Georgia Corporation)
		241 Ralph McGill Boulevard, N.E.
		Atlanta, Georgia 30308
		(404) 506-6526

     Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ Noo

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large

Accelerated

Accelerated

Non-accelerated

Registrant

Filer

Filer

Filer

The Southern Company

X

Georgia Power Company

X

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No þ (Response applicable to all registrants.)

		Description of		Shares Outstanding
Registrant		Common Stock		at September 30, 2007
The Southern Company		Par Value $5 Per Share				759,478,801
Georgia Power Company		Without Par Value				9,261,500

     This combined Form 10-Q/A is separately filed by two registrants: The Southern Company and Georgia Power Company. Information contained herein relating to each individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrant.

INDEX TO QUARTERLY REPORT ON FORM 10-Q/A
September 30, 2007

						Page
						Number
EXPLANATORY NOTE							4
PART I — FINANCIAL INFORMATION
Item 1.				Financial Statements (Unaudited)
				The Southern Company and Subsidiary Companies Condensed Consolidated Statements of Income			6
				Condensed Consolidated Statements of Cash Flows			7
				Condensed Consolidated Balance Sheets			8
				Condensed Consolidated Statements of Comprehensive Income			10
				Georgia Power Company
				Condensed Statements of Income			12
				Condensed Statements of Comprehensive Income			12
				Condensed Statements of Cash Flows			13
				Condensed Balance Sheets			14
				Notes to the Condensed Financial Statements			16
PART II — OTHER INFORMATION
Exhibit Index							33
Signatures							34

EXPLANATORY NOTE

     On November 6, 2007, The Southern Company (Southern Company) and Georgia Power Company (Georgia Power) filed combined Quarterly Reports on Form 10-Q for the quarter ended September 30, 2007 (Form 10-Q). Subsequent to the filing of the Form 10-Q, Southern Company and Georgia Power identified a misclassification in the condensed consolidated balance sheet of Southern Company and the condensed balance sheet of Georgia Power included in Item 1 of the Form 10-Q, in that “$309,279 (in thousands)” was incorrectly classified as “Long-term Debt Payable to Affiliated Trusts” rather than “Long-term Debt.” In particular:

	•		In the condensed consolidated balance sheet of Southern Company included on page 11 of the Form 10-Q, the line item “Long-term Debt” was shown as “$13,095,389 (in thousands)” and should have been shown as “$13,404,668 (in thousands)” and the line item “Long-term Debt Payable to Affiliated Trusts” was shown as “$721,651 (in thousands)” and should have been shown as “$412,372 (in thousands).” These amounts have been corrected in the condensed consolidated balance sheet of Southern Company included on page 9 of this amendment.
	•		In the condensed balance sheet of Georgia Power included on page 59 of the Form 10-Q, the line item “Long-term Debt” was shown as “$5,207,764 (in thousands)” and should have been shown as “$5,517,043 (in thousands)” and the line item “Long-term Debt Payable to Affiliated Trusts” was shown as “$515,465 (in thousands)” and should have been shown as “$206,186 (in thousands).” These amounts have been corrected in the condensed balance sheet of Georgia Power included on page 15 of this amendment.

Except as described in this Explanatory Note, no other changes have been made to the Form 10-Q as originally filed.

THE SOUTHERN COMPANY

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

		For the Three Months								For the Nine Months
		Ended September 30,								Ended September 30,
		2007				2006				2007				2006
		(in thousands)								(in thousands)
Operating Revenues:
Retail revenues		$	4,085,704			$	3,853,423			$	9,934,571			$	9,295,223
Wholesale revenues			563,233				506,326				1,530,809				1,361,097
Other electric revenues			130,590				120,001				381,467				347,086
Other revenues			52,516				69,628				165,793				200,735
Total operating revenues			4,832,043				4,549,378				12,012,640				11,204,141
Operating Expenses:
Fuel			1,738,693				1,625,046				4,512,718				3,981,241
Purchased power			281,489				239,891				445,698				483,145
Other operations			651,127				603,346				1,802,876				1,753,719
Maintenance			260,449				236,647				831,483				793,569
Depreciation and amortization			311,939				300,104				928,569				896,562
Taxes other than income taxes			206,763				186,631				574,329				540,834
Total operating expenses			3,450,460				3,191,665				9,095,673				8,449,070
Operating Income			1,381,583				1,357,713				2,916,967				2,755,071
Other Income and (Expense):
Allowance for equity funds used during construction			28,050				11,847				71,821				33,772
Interest income			11,638				12,748				31,853				25,657
Equity in losses of unconsolidated subsidiaries			(410	)			(133	)			(20,712	)			(44,985	)
Leveraged lease income			12,359				16,787				31,928				52,489
Impairment loss on equity method investments			—				(695	)			—				(15,969	)
Interest expense, net of amounts capitalized			(220,090	)			(185,189	)			(614,345	)			(542,259	)
Interest expense to affiliate trusts			(12,696	)			(30,550	)			(58,867	)			(91,819	)
Preferred and preference dividends of subsidiaries			(10,451	)			(9,120	)			(30,709	)			(26,141	)
Other income (expense), net			17,271				(30,154	)			8,325				(26,986	)
Total other income and (expense)			(174,329	)			(214,459	)			(580,706	)			(636,241	)
Earnings Before Income Taxes			1,207,254				1,143,254				2,336,261				2,118,830
Income taxes			445,259				405,269				806,424				734,015
Consolidated Net Income		$	761,995			$	737,985			$	1,529,837			$	1,384,815
Common Stock Data:
Earnings per share-
Basic		$	1.00			$	0.99			$	2.03			$	1.86
Diluted		$	1.00			$	0.99			$	2.02			$	1.85
Average number of basic shares of common stock outstanding (in thousands)			758,308				742,884				754,568				742,532
Average number of diluted shares of common stock outstanding (in thousands)			762,392				747,560				759,182				746,983
Cash dividends paid per share of common stock		$	0.4025			$	0.3875			$	1.1925			$	1.1475

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		For the Nine Months
		Ended September 30,
		2007				2006
		(in thousands)
Operating Activities:
Consolidated net income		$	1,529,837			$	1,384,815
Adjustments to reconcile consolidated net income to net cash provided from operating activities —
Depreciation and amortization			1,108,475				1,059,567
Deferred income taxes and investment tax credits			102,314				344,062
Allowance for equity funds used during construction			(71,821	)			(33,772	)
Equity in losses of unconsolidated subsidiaries			20,712				44,985
Leveraged lease income			(31,928	)			(52,489	)
Pension, postretirement, and other employee benefits			75,303				74,033
Stock option expense			26,011				25,045
Hedge settlements			15,151				18,006
Hurricane Katrina grant proceeds-property reserve			60,000				—
Other, net			10,454				47,060
Changes in certain current assets and liabilities —
Receivables			(426,107	)			(460,092	)
Fossil fuel stock			(57,624	)			(136,720	)
Materials and supplies			(55,191	)			(56,559	)
Other current assets			(2,808	)			61,019
Hurricane Katrina grant proceeds			14,345				—
Accounts payable			(3,951	)			(319,564	)
Accrued taxes			303,781				185,626
Accrued compensation			(148,274	)			(162,455	)
Other current liabilities			(1,342	)			(42,382	)
Net cash provided from operating activities			2,467,337				1,980,185
Investing Activities:
Property additions			(2,469,059	)			(2,112,780	)
Investment in restricted cash from pollution control bonds			(96,052	)			—
Distribution of restricted cash from pollution control bonds			44,550				—
Nuclear decommissioning trust fund purchases			(538,049	)			(572,932	)
Nuclear decommissioning trust fund sales			531,169				566,052
Proceeds from property sales			31,333				148,427
Investment in unconsolidated subsidiaries			(34,550	)			(57,116	)
Cost of removal, net of salvage			(65,601	)			(53,605	)
Hurricane Katrina capital grant proceeds			10,869				—
Other			25,908				(66,517	)
Net cash used for investing activities			(2,559,482	)			(2,148,471	)
Financing Activities:
Increase (decrease) in notes payable, net			(656,348	)			788,744
Proceeds —
Long-term debt			3,081,500				1,075,845
Common stock			414,498				30,804
Preferred and Preference Stock			150,000				—
Redemptions —
Long-term debt			(904,270	)			(550,176	)
Long-term debt to affiliate trusts			(695,376	)			(67,457	)
Preferred stock			—				(14,569	)
Common stock repurchased			—				(117	)
Payment of common stock dividends			(898,766	)			(851,991	)
Other			(31,432	)			(26,811	)
Net cash provided from financing activities			459,806				384,272
Net Change in Cash and Cash Equivalents			367,661				215,986
Cash and Cash Equivalents at Beginning of Period			166,846				202,111
Cash and Cash Equivalents at End of Period		$	534,507			$	418,097
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $44,229 and $16,604 capitalized for 2007 and 2006, respectively)		$	600,634			$	638,380
Income taxes (net of refunds)		$	388,634			$	245,941

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

		At September 30,				At December 31,
Assets		2007				2006
		(in thousands)
Current Assets:
Cash and cash equivalents		$	534,507			$	166,846
Restricted cash			51,502				—
Receivables —
Customer accounts receivable			1,360,586				942,821
Unbilled revenues			370,541				283,275
Under recovered regulatory clause revenues			919,771				516,441
Other accounts and notes receivable			318,377				329,619
Accumulated provision for uncollectible accounts			(26,336	)			(34,901	)
Fossil fuel stock, at average cost			732,345				674,902
Materials and supplies, at average cost			701,243				648,127
Vacation pay			123,505				121,246
Prepaid expenses			167,974				127,908
Other			181,839				242,735
Total current assets			5,435,854				4,019,019
Property, Plant, and Equipment:
In service			46,565,693				45,484,895
Less accumulated depreciation			17,213,524				16,581,886
			29,352,169				28,903,009
Nuclear fuel, at amortized cost			336,477				317,429
Construction work in progress			2,896,405				1,871,538
Total property, plant, and equipment			32,585,051				31,091,976
Other Property and Investments:
Nuclear decommissioning trusts, at fair value			1,146,615				1,057,534
Leveraged leases			976,928				1,138,730
Other			259,147				296,484
Total other property and investments			2,382,690				2,492,748
Deferred Charges and Other Assets:
Deferred charges related to income taxes			932,382				895,446
Prepaid pension costs			1,577,648				1,548,983
Unamortized debt issuance expense			183,947				171,758
Unamortized loss on reacquired debt			289,820				293,016
Deferred under recovered regulatory clause revenues			354,548				845,201
Other regulatory assets			912,102				935,804
Other			654,172				564,498
Total deferred charges and other assets			4,904,619				5,254,706
Total Assets		$	45,308,214			$	42,858,449

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

		At September 30,				At December 31,
Liabilities and Stockholders’ Equity		2007				2006
		(in thousands)
Current Liabilities:
Securities due within one year		$	1,721,312			$	1,416,898
Notes payable			1,284,453				1,940,801
Accounts payable			1,102,793				1,081,256
Customer deposits			269,420				248,781
Accrued taxes —
Income taxes			363,065				110,009
Other			423,928				390,716
Accrued interest			199,325				183,918
Accrued vacation pay			154,857				151,113
Accrued compensation			299,306				443,610
Other			298,181				385,858
Total current liabilities			6,116,640				6,352,960
Long-term Debt			13,404,668				10,942,025
Long-term Debt Payable to Affiliated Trusts			412,372				1,561,358
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes			5,853,662				5,989,063
Deferred credits related to income taxes			278,043				291,474
Accumulated deferred investment tax credits			485,259				503,217
Employee benefit obligations			1,682,419				1,566,591
Asset retirement obligations			1,184,590				1,136,982
Other cost of removal obligations			1,318,417				1,300,461
Other regulatory liabilities			893,507				793,869
Other			565,054				305,255
Total deferred credits and other liabilities			12,260,951				11,886,912
Total Liabilities			32,194,631				30,743,255
Preferred and Preference Stock of Subsidiaries			766,302				744,065
Common Stockholders’ Equity:
Common stock, par value $5 per share —
Authorized — 1 billion shares
Issued — September 30, 2007: 759,863,967 Shares;       — December 31, 2006: 751,863,854 Shares
Treasury — September 30, 2007: 385,166 Shares;           — December 31, 2006: 5,593,691 Shares
Par value			3,799,320				3,759,319
Paid-in capital			1,340,344				1,096,387
Treasury, at cost			(10,571	)			(192,309	)
Retained earnings			7,256,378				6,765,219
Accumulated other comprehensive loss			(38,190	)			(57,487	)
Total Common Stockholders’ Equity			12,347,281				11,371,129
Total Liabilities and Stockholders’ Equity		$	45,308,214			$	42,858,449

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

		For the Three Months								For the Nine Months
		Ended September 30,								Ended September 30,
		2007				2006				2007				2006
		(in thousands)								(in thousands)
Consolidated Net Income		$	761,995			$	737,985			$	1,529,837			$	1,384,815
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(7,342), $(18,019), $6,087, and $(3,634), respectively			(11,667	)			(28,556	)			9,704				(5,645	)
Reclassification adjustment for amounts included in net income, net of tax of $1,548, $(646), $4,227, and $(340), respectively			2,369				1,059				6,770				1,347
Marketable securities:
Change in fair value, net of tax of $1,094, $365, $2,998, and $4,772, respectively			2,130				866				4,757				7,721
Reclassification adjustment for amounts included in net income, net of tax of $(127), $-, $(488), and $-, respectively			(201	)			—				(774	)			—
Pension and other post retirement benefit plans:
Additional prior service costs from amendment to non-qualified pension plans, net of tax of $-, $-, $(1,510), and $-, respectively			—				—				(2,424	)			—
Reclassification adjustment for amounts included in net income, net of tax of $263, $-, $790, and $-, respectively			422				—				1,264				—
Total other comprehensive income (loss)			(6,947	)			(26,631	)			19,297				3,423
COMPREHENSIVE INCOME		$	755,048			$	711,354			$	1,549,134			$	1,388,238

The accompanying notes as they relate to Southern Company are an integral part of these condensed financial statements.

GEORGIA POWER COMPANY

GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF INCOME (UNAUDITED)

		For the Three Months								For the Nine Months
		Ended September 30,								Ended September 30,
		2007				2006				2007				2006
		(in thousands)								(in thousands)
Operating Revenues:
Retail revenues		$	2,143,511			$	2,001,938			$	5,141,403			$	4,885,404
Wholesale revenues —
Non-affiliates			127,810				135,647				406,632				404,014
Affiliates			107,451				78,249				208,065				203,791
Other revenues			64,965				59,471				188,956				173,746
Total operating revenues			2,443,737				2,275,305				5,945,056				5,666,955
Operating Expenses:
Fuel			786,021				698,703				2,030,745				1,750,638
Purchased power —
Non-affiliates			168,358				145,495				282,121				288,459
Affiliates			196,700				186,669				560,897				572,642
Other operations			258,865				258,055				739,151				744,858
Maintenance			129,812				116,320				391,070				374,203
Depreciation and amortization			128,268				125,352				381,679				372,850
Taxes other than income taxes			87,708				82,701				231,659				227,431
Total operating expenses			1,755,732				1,613,295				4,617,322				4,331,081
Operating Income			688,005				662,010				1,327,734				1,335,874
Other Income and (Expense):
Allowance for equity funds used during construction			17,846				7,802				45,712				20,324
Interest income			1,436				1,039				2,543				1,613
Interest expense, net of amounts capitalized			(81,796	)			(65,770	)			(225,457	)			(193,442	)
Interest expense to affiliate trusts			(6,798	)			(14,878	)			(35,682	)			(44,633	)
Other income (expense), net			11,291				7,772				7,376				9,666
Total other income and (expense)			(58,021	)			(64,035	)			(205,508	)			(206,472	)
Earnings Before Income Taxes			629,984				597,975				1,122,226				1,129,402
Income taxes			229,862				214,102				401,046				413,832
Net Income			400,122				383,873				721,180				715,570
Dividends on Preferred Stock			689				1,790				2,067				4,150
Net Income After Dividends on Preferred Stock		$	399,433			$	382,083			$	719,113			$	711,420

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

		For the Three Months								For the Nine Months
		Ended September 30,								Ended September 30,
		2007				2006				2007				2006
		(in thousands)								(in thousands)
Net Income After Dividends on Preferred Stock		$	399,433			$	382,083			$	719,113			$	711,420
Other comprehensive income (loss):
Qualifying hedges:
Changes in fair value, net of tax of $(4,686), $(10,765), $5,044, and $254, respectively			(7,430	)			(17,066	)			7,996				398
Reclassification adjustment for amounts included in net income, net of tax of $73, $(236), $75, and $(194), respectively			116				(373	)			120				(308	)
Marketable securities:
Change in fair value, net of tax of $71, $(296), $107, and $(459), respectively			112				(471	)			170				(729	)
Total other comprehensive income (loss)			(7,202	)			(17,910	)			8,286				(639	)
COMPREHENSIVE INCOME		$	392,231			$	364,173			$	727,399			$	710,781

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

GEORGIA POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

		For the Nine Months
		Ended September 30,
		2007				2006
		(in thousands)
Operating Activities:
Net income		$	721,180			$	715,570
Adjustments to reconcile net income to net cash provided from operating activities —
Depreciation and amortization			458,522				439,197
Deferred income taxes and investment tax credits			34,267				35,865
Deferred expenses — affiliates			(19,460	)			(19,721	)
Allowance for equity funds used during construction			(45,712	)			(20,324	)
Pension, postretirement, and other employee benefits			35,337				32,140
Other, net			14,382				4,989
Changes in certain current assets and liabilities —
Receivables			(211,971	)			(213,235	)
Fossil fuel stock			1,827				(76,805	)
Materials and supplies			(22,605	)			(43,252	)
Prepaid income taxes			42,047				62,164
Other current assets			7,450				(786	)
Accounts payable			(1,122	)			(162,226	)
Accrued taxes			25,779				151,042
Accrued compensation			(62,643	)			(56,274	)
Other current liabilities			31,179				8,272
Net cash provided from operating activities			1,008,457				856,616
Investing Activities:
Property additions			(1,214,093	)			(781,134	)
Nuclear decommissioning trust fund purchases			(336,526	)			(366,452	)
Nuclear decommissioning trust fund sales			329,646				359,572
Cost of removal, net of salvage			(28,811	)			(18,363	)
Change in construction payables, net of joint owner portion			48,074				(13,133	)
Other			(11,553	)			(7,328	)
Net cash used for investing activities			(1,213,263	)			(826,838	)
Financing Activities:
Increase (decrease) in notes payable, net			(166,951	)			371,480
Proceeds —
Senior notes			1,400,000				—
Capital contributions from parent company			270,250				265,777
Pollution control bonds			—				125,845
Redemptions —
Senior notes			(300,000	)			(150,000	)
First mortgage bonds			—				(20,000	)
Pollution control bonds			—				(125,845	)
Capital leases			(2,073	)			(270	)
Long-term debt to affiliate trusts			(453,608	)			—
Preferred stock			—				(14,569	)
Payment of preferred stock dividends			(2,255	)			(2,126	)
Payment of common stock dividends			(517,425	)			(472,500	)
Other			(24,662	)			(1,621	)
Net cash provided from (used for) financing activities			203,276				(23,829	)
Net Change in Cash and Cash Equivalents			(1,530	)			5,949
Cash and Cash Equivalents at Beginning of Period			16,850				11,138
Cash and Cash Equivalents at End of Period		$	15,320			$	17,087
Supplemental Cash Flow Information:
Cash paid during the period for —
Interest (net of $19,181 and $8,177 capitalized for 2007 and 2006, respectively)		$	229,282			$	226,368
Income taxes (net of refunds)		$	254,742			$	177,486

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

GEORGIA POWER COMPANY

CONDENSED BALANCE SHEETS (UNAUDITED)

		At September 30,				At December 31,
Assets		2007				2006
		(in thousands)
Current Assets:
Cash and cash equivalents		$	15,320			$	16,850
Receivables —
Customer accounts receivable			670,600				474,046
Unbilled revenues			188,036				130,585
Under recovered regulatory clause revenues			526,227				353,976
Other accounts and notes receivable			95,370				93,656
Affiliated companies			49,521				21,941
Accumulated provision for uncollectible accounts			(10,273	)			(10,030	)
Fossil fuel stock, at average cost			390,183				392,011
Materials and supplies, at average cost			326,938				304,514
Vacation pay			62,306				61,907
Prepaid income taxes			19,057				61,104
Other			42,300				85,725
Total current assets			2,375,585				1,986,285
Property, Plant, and Equipment:
In service			21,745,564				21,279,792
Less accumulated provision for depreciation			8,614,032				8,343,309
			13,131,532				12,936,483
Nuclear fuel, at amortized cost			191,186				180,129
Construction work in progress			1,559,280				923,948
Total property, plant, and equipment			14,881,998				14,040,560
Other Property and Investments:
Equity investments in unconsolidated subsidiaries			61,706				70,879
Nuclear decommissioning trusts, at fair value			597,089				544,013
Other			36,883				58,848
Total other property and investments			695,678				673,740
Deferred Charges and Other Assets:
Deferred charges related to income taxes			523,012				510,531
Prepaid pension costs			709,115				688,671
Deferred under recovered regulatory clause revenues			285,381				544,152
Other regulatory assets			601,613				629,003
Other			296,054				235,788
Total deferred charges and other assets			2,415,175				2,608,145
Total Assets		$	20,368,436			$	19,308,730

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

GEORGIA POWER COMPANY
CONDENSED BALANCE SHEETS (UNAUDITED)

		At September 30,				At December 31,
Liabilities and Stockholder's Equity		2007				2006
		(in thousands)
Current Liabilities:
Securities due within one year		$	432,400			$	303,906
Notes payable			566,330				733,281
Accounts payable —
Affiliated			239,813				238,093
Other			439,132				402,222
Customer deposits			169,317				155,763
Accrued taxes —
Income taxes			183,303				217,603
Other			236,235				275,098
Accrued interest			87,135				74,643
Accrued vacation pay			49,485				49,704
Accrued compensation			82,897				141,356
Other			98,974				125,494
Total current liabilities			2,585,021				2,717,163
Long-term Debt			5,517,043				4,242,839
Long-term Debt Payable to Affiliated Trusts			206,186				969,073
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes			2,891,790				2,815,724
Deferred credits related to income taxes			149,349				157,297
Accumulated deferred investment tax credits			272,361				282,070
Employee benefit obligations			764,125				698,274
Asset retirement obligations			654,295				626,681
Other cost of removal obligations			428,084				436,137
Other regulatory liabilities			268,606				281,391
Other			139,556				80,839
Total deferred credits and other liabilities			5,568,166				5,378,413
Total Liabilities			13,876,416				13,307,488
Preferred Stock			44,990				44,991
Common Stockholder’s Equity:
Common stock, without par value—
Authorized - 20,000,000 shares
Outstanding - 9,261,500 shares			398,473				398,473
Paid-in capital			3,320,650				3,039,845
Retained earnings			2,731,514				2,529,826
Accumulated other comprehensive loss			(3,607	)			(11,893	)
Total common stockholder’s equity			6,447,030				5,956,251
Total Liabilities and Stockholder’s Equity		$	20,368,436			$	19,308,730

The accompanying notes as they relate to Georgia Power are an integral part of these condensed financial statements.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
GEORGIA POWER COMPANY

INDEX TO APPLICABLE NOTES TO
FINANCIAL STATEMENTS BY REGISTRANT

		Registrant		Applicable Notes
		Southern Company		A, B, C, E, F, G, H, I, J, K, L
		Georgia Power		A, B, F, G, H, I, K, L

THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES
ALABAMA POWER COMPANY
GEORGIA POWER COMPANY
GULF POWER COMPANY
MISSISSIPPI POWER COMPANY
SOUTHERN POWER COMPANY AND SUBSIDIARY COMPANIES

NOTES TO THE CONDENSED FINANCIAL STATEMENTS:

	(A)		INTRODUCTION
			The condensed quarterly financial statements of the registrants included herein have been prepared by each registrant, without audit, pursuant to the rules and regulations of the SEC. The Condensed Balance Sheets as of December 31, 2006 have been derived from the audited financial statements of each registrant. In the opinion of each registrant’s management, the information regarding such registrant furnished herein reflects all adjustments necessary to present fairly the results of operations for the periods ended September 30, 2007 and 2006. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although each registrant believes that the disclosures regarding such registrant are adequate to make the information presented not misleading. Disclosure which would substantially duplicate the disclosure in the latest Form 10-K and details which have not changed significantly in amount or composition since the filing of the Form 10-K are omitted from this Quarterly Report on Form 10-Q. Therefore, these Condensed Financial Statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation. Due to seasonal variations in the demand for energy, operating results for the periods presented do not necessarily indicate operating results for the entire year.
			SOUTHERN COMPANY AND GEORGIA POWER – BALANCE SHEET MISCLASSIFICATION
			Subsequent to the filing of the Form 10-Q, Southern Company and Georgia Power identified a misclassification in the condensed consolidated balance sheet of Southern Company and the condensed balance sheet of Georgia Power included in Item 1 of the Form 10-Q, in that “$309,279 (in thousands)” was incorrectly classified as “Long-term Debt Payable to Affiliated Trusts” rather than “Long-term Debt.” In particular:
	•		In the condensed consolidated balance sheet of Southern Company included on page 11 of the Form 10-Q, the line item “Long-term Debt” was shown as “$13,095,389 (in thousands)” and should have been shown as “$13,404,668 (in thousands)” and the line item “Long-term Debt Payable to Affiliated Trusts” was shown as “$721,651 (in thousands)” and should have been shown as “$412,372 (in thousands).” These amounts have been corrected in the condensed consolidated balance sheet of Southern Company included on page 9 of this amendment.
	•		In the condensed balance sheet of Georgia Power included on page 59 of the Form 10-Q, the line item “Long-term Debt” was shown as “$5,207,764 (in thousands)” and should have been shown as “$5,517,043 (in thousands)” and the line item “Long-term Debt Payable to Affiliated Trusts” was shown as “$515,465 (in thousands)” and should have been shown as “$206,186 (in thousands).” These amounts have been corrected in the condensed balance sheet of Georgia Power included on page 15 of this amendment.
	(B)		CONTINGENCIES AND REGULATORY MATTERS
			See Note 3 to the financial statements of Southern Company, the traditional operating companies, and Southern Power in Item 8 of the Form 10-K for information relating to various lawsuits and other contingencies.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

			ENVIRONMENTAL MATTERS
			New Source Review Litigation
			See Note 3 to the financial statements of Southern Company and Alabama Power under “Environmental Matters – New Source Review Actions” in Item 8 of the Form 10-K for additional information regarding civil actions brought by the EPA alleging that Alabama Power had violated the NSR provisions of the Clean Air Act and related state laws with respect to certain of its coal-fired generating facilities. The plaintiffs’ appeal against Alabama Power was stayed by the U.S. Court of Appeals for the Eleventh Circuit pending the U.S. Supreme Court’s decision in a similar case against Duke Energy. On April 2, 2007, the U.S. Supreme Court issued an opinion in the Duke Energy case. The U.S. District Court for the Northern District of Alabama has issued an order indicating a willingness to re-evaluate its previous decision in light of the Supreme Court’s Duke Energy opinion. The Eleventh Circuit is now considering whether to proceed with the appeal or remand the case to the District Court for further proceedings, and if so, whether to vacate the District Court’s original judgment in favor of Alabama Power. The final resolution of these claims cannot be determined at this time.
			Plant Wansley Environmental Litigation
			See Note 3 to the financial statements of Southern Company and Georgia Power under “Environmental Matters — Plant Wansley Environmental Litigation” in Item 8 of the Form 10-K for additional information on litigation involving alleged violations of the Clean Air Act at four of the units at Plant Wansley. On June 18, 2007, the U.S. District Court for the Northern District of Georgia approved a settlement between the parties resolving all remaining issues and dismissed the case. There was no material impact on the financial statements of Southern Company or Georgia Power.
			Environmental Remediation
			During the second quarter 2007, Gulf Power increased its estimated liability for environmental remediation projects by $12.8 million as a result of changes in the cost estimates to remediate substation sites. These projects have been approved by the Florida PSC for recovery through the environmental cost recovery clause; therefore, there was no impact on Gulf Power’s net income as a result of these revised estimates. See Note 3 to the financial statements of Gulf Power under “Environmental Matters – Environmental Remediation” in Item 8 of the Form 10-K for additional information.
			MIRANT MATTERS
			Mirant was an energy company with businesses that included independent power projects and energy trading and risk management companies in the U.S. and selected other countries. It was a wholly-owned subsidiary of Southern Company until its initial public offering in October 2000. In April 2001, Southern Company completed a spin-off to its shareholders of its remaining ownership, and Mirant became an independent corporate entity. In July 2003, Mirant filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. See Note 3 to the financial statements of Southern Company under “Mirant Matters – Mirant Bankruptcy” in Item 8 of the Form 10-K for information regarding Southern Company’s contingent liabilities associated with Mirant, including guarantees of contractual commitments, litigation, and joint and several liabilities in connection with the consolidated federal income tax return.
			MC Asset Recovery Litigation
			See Note 3 to the financial statements of Southern Company under “Mirant Matters – MC Asset Recovery Litigation” in Item 8 of the Form 10-K for information regarding a suit between MC Asset

NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

			Recovery, a special purpose subsidiary of the post-bankruptcy corporation that adopted the name Mirant Corporation, and Southern Company. On March 28, 2007, MC Asset Recovery filed a Fourth Amended Complaint. Among other things, the Fourth Amended Complaint adds a claim under the Federal Debt Collection Procedure Act (FDCPA) to avoid certain transfers from Mirant to Southern Company and withdraws the breach of fiduciary duty claim the court struck as a result of Southern Company’s motion for summary judgment. MC Asset Recovery claims to have standing to assert violations of the FDCPA and to recover property on behalf of the Mirant debtors’ estates. The ultimate outcome of this matter cannot be determined at this time.
			Mirant Securities Litigation
			See Note 3 to the financial statements of Southern Company under “Mirant Matters – Mirant Securities Litigation” in Item 8 of the Form 10-K for information regarding a class action lawsuit that several Mirant shareholders (plaintiffs) originally filed against Mirant and certain Mirant officers in May 2002. In November 2002, Southern Company, certain former and current senior officers of Southern Company, and 12 underwriters of Mirant’s initial public offering were added as defendants. On March 24, 2006, the plaintiffs filed a motion for reconsideration requesting that the court vacate that portion of its July 14, 2003 order dismissing the plaintiffs’ claims based upon Mirant’s alleged improper energy trading and marketing activities involving the California energy market. On March 6, 2007, the court granted plaintiffs’ motion for reconsideration, reinstated the California energy market claims, and granted in part and denied in part defendants’ motion to compel certain class certification discovery. On March 21, 2007, defendants filed renewed motions to dismiss the California energy claims on grounds originally set forth in their 2003 motions to dismiss, but which were not addressed by the court. On July 27, 2007, certain defendants, including Southern Company, filed motions for reconsideration of the court’s denial of a motion seeking dismissal of certain federal securities laws claims based upon, among other things, certain alleged errors included in financial statements issued by Mirant. The ultimate outcome of this matter cannot be determined at this time.
			Southern Company Employee Savings Plan Litigation
			See Note 3 to the financial statements of Southern Company under “Mirant Matters – Southern Company Employee Savings Plan Litigation” in Item 8 of the Form 10-K for information related to the pending settlement of a class action complaint filed under ERISA in June 2004, and amended in December 2004 and November 2005, on behalf of a purported class of participants in or beneficiaries of The Southern Company Employee Savings Plan at any time since April 2, 2001 and whose plan accounts included investments in Mirant common stock. On August 14, 2007, the U.S. District Court for the Northern District of Georgia issued a final order and judgment approving the December 2006 settlement agreement. The deadline for appeal expired with no appeal filed. There was no material impact on the financial statements of Southern Company. This matter is now concluded.
			FERC MATTERS
			Market-Based Rate Authority
			See Note 3 to the financial statements of Southern Company, the traditional operating companies and Southern Power under “FERC Matters – Market-Based Rate Authority” in Item 8 of the Form 10-K for information regarding the proceedings initiated by the FERC in December 2004 to assess Southern Company’s generation dominance within its retail service territory and in May 2005 to determine whether Southern Company satisfies the other three parts of the FERC’s market-based rate analysis: transmission market power, barriers to entry, and affiliate abuse or reciprocal dealing.
			In late June and July 2007, hearings were held in the December 2004 proceeding and briefs to the presiding ALJ were filed in August and September. Southern Company anticipates an initial decision

NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

			from the ALJ in November 2007 on the issues that were set for hearing. The ultimate outcome of this generation dominance proceeding cannot now be determined, but an adverse decision by the FERC in a final order could result in total refunds of approximately $19.7 million, plus interest. The potential refunds include $3.9 million for Alabama Power, $5.8 million for Georgia Power, $0.8 million for Gulf Power, $8.4 million for Mississippi Power, and $0.7 million for Southern Power, in each case plus interest.
			On June 21, 2007, the FERC issued an order terminating the May 2005 proceeding pertaining to the other three parts of the market-based rate analysis. In addition, on June 21, 2007, the FERC issued its final rule regarding market-based rate authority. The FERC generally retained its current market-based rate standards. The impact of this order and its effect on the generation dominance proceeding cannot now be determined.
			Intercompany Interchange Contract
			See Note 3 to the financial statements of Southern Company, the traditional operating companies and Southern Power under “FERC Matters – Intercompany Interchange Contract” in Item 8 of the Form 10-K for information regarding the proceeding initiated by the FERC in May 2005 to examine (1) the provisions of the IIC among Alabama Power, Georgia Power, Gulf Power, Mississippi Power, Savannah Electric, Southern Power, and SCS, as agent, under the terms of which the Power Pool is operated, and, in particular, the propriety of the continued inclusion of Southern Power as a party to the IIC, (2) whether any parties to the IIC have violated the FERC’s standards of conduct applicable to utility companies that are transmission providers, and (3) whether Southern Company’s code of conduct defining Southern Power as a “system company” rather than a “marketing affiliate” is just and reasonable.
			On April 19, 2007, the FERC approved, with certain modifications, the compliance filing submitted by Southern Company on November 6, 2006. The compliance plan largely involves functional separation and information restrictions related to marketing activities conducted on behalf of Southern Power. Implementation of the plan is not expected to have a material impact on the financial statements of Southern Company or the traditional operating companies. Southern Power’s cost of implementing the compliance plan, including the modifications, is expected to average approximately $8 million annually.
			INCOME TAX MATTERS
			Leveraged Lease Transactions
			See Note 3 to the financial statements of Southern Company under “Income Tax Matters” in Item 8 of the Form 10-K. The IRS challenged Southern Company’s deductions related to three international lease transactions (so-called SILO or sale-in-lease-out transactions), in connection with its audits of Southern Company’s 2000 through 2003 tax returns. In the third quarter 2006, Southern Company paid the full amount of the disputed tax and the applicable interest on the SILO issue for tax years 2000 — 2001 and filed a claim for refund which has now been denied by the IRS. The disputed tax amount is $79 million and the related interest is approximately $24 million for these tax years. This payment, and the subsequent IRS disallowance of the refund claim, closed the issue with the IRS and Southern Company has initiated litigation in the U.S. District Court for the Northern District of Georgia for a complete refund of tax and interest paid for the 2000 and 2001 tax years. The estimated amount of disputed tax and interest for tax years 2002 and 2003 is approximately $83 million and $15 million, respectively. The tax and interest for these tax years was paid to the IRS in the fourth quarter 2006. Southern Company has accounted for both payments in 2006 as deposits. For tax years 2000 through 2006, Southern Company has claimed $284 million in tax benefits related to these SILO transactions challenged by the IRS. The ultimate impact on Southern Company’s net income will be dependent on the outcome of pending litigation, but could be significant, and potentially material. Southern Company believes these transactions are valid leases for U.S. tax purposes and the related deductions are allowable. Southern

NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

Company is continuing to pursue resolution of these matters through litigation; however, the ultimate outcome of these matters cannot now be determined.

Effective January 1, 2007, Southern Company adopted both FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes” and FASB Staff Position No. FAS 13-2 (FSP 13-2), “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction.” FIN 48 requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement, and classification of income tax uncertainties, along with any related interest and penalties. FSP 13-2 amends FASB Statement No. 13, “Accounting for Leases” requiring recalculation of the rate of return and the allocation of income whenever the projected timing of the income tax cash flows generated by a leveraged lease is revised with recognition of the resulting gain or loss in the year of the revision. FSP 13-2 also requires that all recognized tax positions in a leveraged lease must be measured in accordance with the criteria in FIN 48 and any changes resulting from FIN 48 must be reflected as a change in an important lease assumption as of the date of adoption. In adopting these standards, Southern Company concluded that a portion of the SILO tax benefits were uncertain tax positions, as defined in FIN 48. Accordingly, Southern Company also concluded that there was a change in the timing of projected income tax cash flows and, as required by FSP 13-2, recalculated the rate of return and allocation of income under the lease-in-lease-out (LILO) and SILO transactions.

The cumulative effect of the initial adoption of FIN 48 and FSP 13-2 was recorded as an adjustment to beginning retained earnings. For the LILO transaction settled with the IRS in February 2005, the cumulative effect of adopting FSP 13-2 was a $17 million reduction in beginning retained earnings. With respect to Southern Company’s SILO transactions, the adoption of FSP 13-2 reduced beginning retained earnings by $108 million and the adoption of FIN 48 reduced beginning retained earnings by an additional $15 million. The adjustments to retained earnings are non-cash charges and those related to
FSP 13-2 will be recognized as income over the remaining terms of the affected leases. Any future changes in the projected or actual income tax cash flows will result in an additional recalculation of the net investment in the leases and will be recorded currently in income.

Synthetic Fuel Tax Credits

Southern Company has an investment in an entity that produces synthetic fuel and receives tax credits under Section 45K (formerly Section 29) of the IRC. In accordance with Section 45K of the IRC, these tax credits are subject to limitation as the annual average price of oil (as determined by the DOE) increases over a specified, inflation-adjusted dollar amount published in the spring of the subsequent year. Southern Company, along with its partners in this investment, has continued to monitor oil prices. Reserves against tax credits earned in 2007 of $37.6 million have been recorded in the first nine months of 2007 due to projected phase-outs of the credits in 2007 as a result of current and projected future oil prices. Additionally, the credits discussed above are not allowed under IRC Section 45K for any production after December 31, 2007.

Georgia State Income Tax Credits

In September 2007, 2006, and 2005, Georgia Power filed its 2006, 2005, and 2004 income tax returns, respectively, which included state income tax credits for activity through Georgia ports. Georgia Power has also filed additional similar claims for the years 2002 through 2004. The Georgia Department of Revenue has not responded to these claims. On July 24, 2007, Georgia Power filed a complaint in the Superior Court of Fulton County to recover the credits claimed for the years 2002 through 2004. If Georgia Power prevails, these claims could have a significant, and possibly material, positive effect on Southern Company’s and Georgia Power’s net income. If Georgia Power is not successful, payment of the related state tax could have a significant, and possibly material, negative effect on Southern

NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

Company’s and Georgia Power’s cash flow. The ultimate outcome of this matter cannot now be determined.

INTEGRATED GASIFICATION COMBINED CYCLE (IGCC) PROJECT

See Note 4 to the financial statements of Southern Power under “IGCC” in Item 8 of the Form 10-K for additional information regarding the development by Southern Power and the Orlando Utilities Commission (OUC) of an IGCC project in Orlando, Florida at OUC’s Stanton Energy site. On March 29, 2007, Southern Power’s Board of Directors approved the continuation and the completion of the design, engineering, and construction of the gasifier portion of the IGCC project. In April 2007, OUC approved its portion of the cost increase, subject to the DOE’s approval of the additional funding. On May 8, 2007, SCS, as agent for Southern Power, and the DOE entered into an amendment to the February 2006 cooperative agreement to increase the DOE’s funding for the gasifier portion of the IGCC project by $58.75 million. Southern Power is evaluating the potential impacts of proposed federal and state legislation and regulations on the IGCC project. Specifically, there is an ongoing assessment of the State of Florida’s governor’s executive orders concerning future emissions restrictions and the rules and regulations necessary for implementation of such orders. As of October 31, 2007, Southern Power’s share of actual and committed costs related to the gasifier portion of the IGCC project was approximately $45 million. These costs will increase as the project continues. The ultimate impact on Southern Company’s and Southern Power’s financial statements will be dependent on the evaluation and application of the State of Florida’s governor’s executive orders and any other legislation or regulations, but could be significant and possibly material. The ultimate outcome of this matter cannot now be determined.

PROPERTY TAX DISPUTE

See Note 3 to the financial statements of Georgia Power and Gulf Power under “Property Tax Dispute” in Item 8 of the Form 10-K for information on the property tax dispute with Monroe County, Georgia. The administrative appeals and notices of arbitration have been expanded to include tax year 2006. The appeals remain stayed pending the outcome of the related litigation. On March 30, 2007, the Georgia Court of Appeals reversed the trial court and ruled that the Monroe County Board of Tax Assessors (Monroe Board) had exceeded its legal authority and remanded the case for entry of an injunction prohibiting the Monroe Board from collecting taxes based on its independent valuation of Plant Scherer. In April 2007, the Monroe Board filed a petition with the Georgia Supreme Court requesting review of the decision of the Georgia Court of Appeals. On July 16, 2007, the Georgia Supreme Court agreed to hear the Monroe Board’s requested review of this decision. The Georgia Supreme Court heard oral arguments regarding the matter on October 15, 2007. The suit could impact all co-owners. Georgia Power and Gulf Power could be subject to total taxes through September 30, 2007 of up to $21.7 million and $3.9 million, respectively, plus penalties and interest. In accordance with Gulf Power’s unit power sales contract for Plant Scherer, such property taxes would be recoverable from the customer. The ultimate outcome of this matter cannot currently be determined.

GULF POWER RIGHT OF WAY LITIGATION

See Note 3 to the financial statements of Gulf Power under “Right of Way Litigation” in Item 8 of the Form 10-K for information on the lawsuits related to the telecommunication use of rights of way. In September 2007, Gulf Power and its co-defendant in the Gadsden County litigation reached a proposed settlement agreement with the plaintiffs that, if approved by the trial court, will resolve all outstanding claims against Gulf Power in both the Gadsden County litigation and the 2001 telecommunications company litigation. If so approved, the settlement will have no material impact on Gulf Power’s financial statements. Pending final settlement approval, the ultimate outcome of this matter cannot now be determined.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS: (Continued)

	(C)		SEGMENT AND RELATED INFORMATION
			Southern Company’s reportable business segment is the sale of electricity in the Southeast by the traditional operating companies and Southern Power. The “All Other” column includes parent Southern Company, which does not allocate operating expenses to business segments. Also, this category includes segments below the quantitative threshold for separate disclosure. These segments include investments in synthetic fuels and leveraged lease projects, telecommunications, and energy-related services. Southern Power’s revenues from sales to the traditional operating companies were $185 million and $439 million for the three months and nine months ended September 30, 2007, respectively, and $164 million and $381 million for the three months and nine months ended September 30, 2006, respectively. All other intersegment revenues are not material. Financial data for business segments and products and services are as follows:

		Electric Utilities
		Traditional
		Operating																All
		Companies				Southern Power				Eliminations				Total				Other				Eliminations				Consolidated
		(in millions)
Three Months Ended September 30, 2007:
Operating revenues		$	4,660			$	347			$	(227	)		$	4,780			$	95			$	(43	)		$	4,832
Segment net income (loss)			714				51				—				765				(4	)			1				762
Nine Months Ended September 30, 2007:
Operating revenues		$	11,612			$	784			$	(549	)		$	11,847			$	294			$	(128	)		$	12,013
Segment net income (loss)			1,381				123				—				1,504				26				—				1,530
Total assets at September 30, 2007		$	41,210			$	2,840			$	(196	)		$	43,854			$	1,889			$	(435	)		$	45,308

		Electric Utilities
		Traditional
		Operating																All
		Companies				Southern Power				Eliminations				Total				Other				Eliminations				Consolidated
		(in millions)
Three Months Ended September 30, 2006:
Operating revenues		$	4,422			$	270			$	(213	)		$	4,479			$	106			$	(36	)		$	4,549
Segment net income (loss)			691				46				—				737				1				—				738
Nine Months Ended September 30, 2006:
Operating revenues		$	10,875			$	603			$	(475	)		$	11,003			$	313			$	(112	)		$	11,204
Segment net income (loss)			1,292				98				—				1,390				(5	)			—				1,385
Total assets at December 31, 2006		$	38,825			$	2,691			$	(110	)		$	41,406			$	1,933			$	(481	)		$	42,858