10:00 a.m., ET, on Wednesday, May 24, 200623, 2007

The Southern PineLodge Conference Center at Callaway Gardens

From Atlanta, Georgia — takeI-85 south toI-185 (Exit 21). FromI-185 south, take Exit 34, Georgia Highway 18. Take Georgia Highway 18 east to Callaway.

Stockholders of record at the close of business on March 27, 200626, 2007 are entitled to attend and vote at the meeting.

The Southern Company Annual Report to stockholdersStockholders for 20052006 is enclosed but is not a part of this mailing.

Even if you plan to attend the meeting in person, please provide your voting instructions in one of the following ways as soon as possible:

(1) Internet — use the Internet address on the proxy form

Southern Company is a holding company managed by a core group of officers and governed by a Board of Directors that is currently comprised of 1011 members.

The nominees for election as Directors consist of nine non-employees and one executive officer of the Company.

No Director will be deemed to be independent unless the Board of Directors affirmatively determines that the Director has no material relationship with the Company, directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company. The Board of Directors has adopted categorical guidelines which provide that a Director will not be deemed to be independent if within the preceding three years the Director:years:

Additionally, a Director will be deemed not to be independent if the Director or the Director’s spouse serves as an executive officer of a charitable organization to which the Company made discretionary contributions exceeding the greater of $1,000,000 or two percent of the organization’s total annual charitable receipts.

In making thedetermining independence, determination, the Board reviews and considers all commercial, consulting, legal, accounting, charitable or other business relationships that a Director or the Director’s immediate family members have with the Company. This review specifically includesincluded all ordinary course transactions with entities with which the Directors are associated. In particular, the Board reviewed transactions described underbetween subsidiaries of the section entitled “Certain RelationshipsCompany and Related Transactions” on page 26The Home Depot and Vulcan Materials Company. Messrs. Francis S. Blake and Donald M. James are the chief executive officers of this Proxy Statement.The Home Depot and Vulcan Materials Company, respectively. Throughout 2006, the subsidiaries purchased goods and services in the amount of $812,959 from The Home Depot and $476,302 from Vulcan Materials Company. These amounts represented over 5,000 individual purchases from The Home Depot and several individual transactions with Vulcan Materials Company. The Board determined that those transactions are not material to eitherits subsidiaries followed the Company procurement policies and procedures, that the amounts were well under the thresholds under the Director independence requirements and that neither Mr. Blake nor Mr. James had a direct or indirect material interest in the entitytransactions.

While no Director or immediate family member serves in an executive capacity for a charitable organization, the Board reviewed all contributions made by the Company and its subsidiaries to charitable organizations with which the Director isDirectors are associated. The Board determined that the contributions were consistent with similar contributions and none were approved outside the Company’s normal procedures.

As a result of its annual review of Director independence, the Board affirmatively determined that none of the following persons who are currently serving as a Director or are nominees for election as Directors has a material relationship with the Company and, as a result, such Directorspersons are determined to be independent: Juanita Powell Baranco, Dorrit J. Bern, Francis S. Blake, Thomas F. Chapman, H. William Habermeyer, Jr., Donald M. James, Zack T. Pate, J. Neal Purcell, William G. Smith, Jr. and Gerald J. St. Pé. The remaining Director, David M. Ratcliffe, a current Director, is Chairman of the Board, President and Chief Executive Officer of the Company.

StockholdersCommunications may send communicationsbe sent to the Company’s Board or to specified Directors by regular mail or electronic mail. Regular mail should be sent to the attention of Patricia L. Roberts, Assistant Corporate Secretary, Southern Company, 30 Ivan Allen Jr. Boulevard NW, Atlanta, Georgia 30308. The electronic mail address is

Only non-employee Directors are compensated for Board service. The pay components are:

In addition, Directors may elect to defer up to 100 percent100% of their remaining compensation in the Director Deferred Compensation Plan until membership on the Board ends. Such deferred compensation may be invested as follows, at the Director’s election:

The following table reports all compensation to the Company’s non-employee Directors during 2006, including amounts deferred until membership onin the Board ends, to the Company’s current directors during 2005.Director Deferred Compensation Plan. Non-employee Directors do not receive Option Awards or Non-Equity Incentive Plan Compensation, and there is no pension plan for non-employee Directors.

Under the Company’s Corporate Governance Guidelines, non-employee Directors are required to beneficially own, within five years of their initial election to the Board, Company common stock equal to at least four times the annual directorDirector retainer fee.

Non-employee Directors meet in executive session with no member of management present following each regularly scheduledregularly-scheduled Board meeting. There is a presiding Director at each of these executive sessions. Dr. Zack T. Pate, chair of the Nuclear Committee, served as presiding Director during the past yeartwo years and will continue to serve until the Annual

The Board has determined that the four members of the Audit Committee are independent as defined by the New York Stock Exchange corporate governance rules within its listing standards and rules of the SEC promulgated pursuant to the Sarbanes-Oxley Act of 2002. The Board has determined that Mr. Purcell qualifies as an “audit committee financial expert” as defined by the SEC. The Audit Committee Charter (see Appendix A) complies with the New York Stock Exchange corporate governance rules.

The Governance Committee, comprised entirely of independent Directors, is responsible for identifying, evaluating and recommending nominees for election to the Board of Directors.Board. The Committee solicits recommendations for candidates for consideration from its current Directors and is authorized to engage third party advisers to assist in the identification and evaluation of candidates for consideration. Any stockholder may make recommendations to the Governance Committee by sending a written statement setting forth the candidate’s qualifications, relevant biographical information and signed consent to serve. These materials should be submitted in writing to the Company’s assistant corporate secretary and

The Governance Committee only considers candidates with the highest degree of integrity and ethical standards. The Committee evaluates a candidate’s independence from management, ability to provide sound and informed judgment, history of achievement reflecting superior standards, willingness to commit sufficient time, financial literacy and number of other board memberships. The Board as a whole should be diverse and have collective knowledge and experience in accounting, finance, leadership, business operations, risk management, corporate governance and the Company’s industry. During 2006, the Committee engaged the services of a third-party search firm to aid in identifying prospective candidates and evaluating their qualifications. The Committee recommends candidates to the Board of Directors for consideration as nominees. Final selection of the nominees is within the sole discretion of the Board of Directors.

All the nomineesMr. H. William Habermeyer, Jr. was recommended by the Governance Committee for election to the Board at the 2006 Annual Meeting of Stockholders are currently directors. There are two nominees, Ms. Baranco and was elected as a Director effective March 1, 2007. Mr. Smith, that were elected during 2006 to fill vacancies created by resignations. These two nominees wereHabermeyer was identified jointly by the Company’s Chairman, President and Chief Executive Officer and the members of the Governance Committee.Committee and the third-party search firm.

The Board of Directors met eight13 times in 2005.2006. The average attendance for Directors at all Board and committeeCommittee meetings was 9497 percent. No nominee attended less than 75 percent of applicable meetings.

Directors are expected to attend the Annual Meeting of Stockholders. Nine of the 10 members of the Board of Directors serving during 2005,2006 attended the 20052006 Annual Meeting of Stockholders.

The following table shows the number of shares of the Company’sCompany common stock owned by directors,Directors, nominees and executive officers as of December 31, 2005.2006 with the exception of Mr. Habermeyer whose shares are shown as of March 1, 2007, the date of his election to the Board of Directors. The shares owned by all directors, nominees and executive officers as a group constitute less than one percent of the total number of shares of the class.

The Proxies named on the proxy form will vote, unless otherwise instructed, each properly executed proxy form for the election of the following nominees as Directors. If any named nominee becomes unavailable for election, the Board may substitute another nominee. In that event, the proxy would be voted for the substitute nominee unless instructed otherwise on the proxy form. Each nominee, if elected, will serve until the 20072008 Annual Meeting of Stockholders.

Each nominee has served in his or her present position for at least the past five years, unless otherwise noted.

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“Deloitte & Touche”) as the Company’s independent registered public accounting firm for 2006.2007. This appointment is being submitted to stockholders for ratification. Representatives of Deloitte & Touche LLP will be present at the Annual Meeting to respond to appropriate questions from stockholders and will have the opportunity to make a statement if they desire to do so.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM NO. 2.

Upon recommendationThe Company has been advised that The Sisters of Charity of Saint Elizabeth, P. O. Box 476, Convent Station, New Jersey 07961, holder of 100 shares of Company common stock; American Baptist Home Mission Society of The American Baptist Churches, USA, P. O. Box 851, Valley Forge, Pennsylvania 19482, holder of 1,330 shares of Company common stock; State of Connecticut Retirement Plans & Trust Funds, 55 Elm Street, Hartford, Connecticut 06106, holder of 196,000 shares of Company common stock; and Sisters of St. Dominic of Caldwell New Jersey, 40 South Fullerton Avenue, Montclair, New Jersey 07042, holder of 100 shares of Company common stock, propose to submit the Compensation and Management Succession Committee (the “Committee”), the Board of Directors approved the Southern Company 2006 Omnibus Incentive Compensation Plan (the “Plan”), subject to stockholder approval. The Plan provides for awards of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Units, Performance Shares and Cash-Based Awards (collectively, “Awards”). The Plan will replace the Omnibus Incentive Compensation Plan that was approved by the stockholdersfollowing resolution at the 20012007 Annual Meeting of Stockholders held on May 23, 2001 (the “2001 Plan”), which provided similar benefits as those to be provided under the Plan. We are seeking approval of the new plan, in part, so that we continue to satisfy the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). That Code section requires stockholder approval of incentive compensation plans every five years so that the Company can deduct all performance-based compensation. (See the section below entitled “Compliance with Section 162(m) of the Code” for more information.)

“While CO₂ is not now regulated federally, the in-coming chair of the Senate environmental committee has indicated that California’s new law requiring a 25% reduction in total of 28,000,000 shares of Common Stock is available for grants under the plan. As of March 27, 2006 there are approximately 19,068,738 shares available under the 2001 Plan, whichCO₂ emissions by 2020 will be transferreda model for federal legislation. (AP 11/9/06)

“Shareholders desire to understand how well our company would be prepared to operate under mandatory 25% CO₂ emissions reduction mandates, were such carbon constraints enacted by the U.S. Congress.

“AEP, the nation’s largest electric generator, Entergy and available for grant under the Plan in additionExelon have set total GHG emissions reduction targets. Duke Energy, Exelon, and several other major U.S. corporations have also publicly endorsed adoption of federal policy to the 28,000,000 authorized under the Plan. If the Plan is approved, no further shares will be granted under the 2001 Plan after May 24, 2006. The following table summarizes the stock awards outstanding and the shares available for grant as of the end of the 2005 and as of March 27, 2006, the annual meeting record date, including those under the 2001 Plan that will be rolled into and added to the 28,000,000 shares authorized under the Plan.

“Southern Company however, opposes mandatory regulation of CO₂ and other GHG emissions in favor of voluntary action. While our company has added cleaner coal burning capacity, is investing in renewable energy and has reduced the intensity of its CO₂ emissions, it has yet to adopt a corporate transaction such as a merger, consolidation, separation,voluntary reduction goal for its total CO₂ emissions. (Southern Company Response to CDP4) http://www.cdproject.net/online_response.asp?cid=1269&id=4&exp=10desc=Electric+Utility&letter=S

“RESOLVED: Shareholders request that the Board of Directors report to shareholders actions the company would need to take to reduce total CO₂ emissions, including a spin-off, or other distribution of stock or property of the Company, or any reorganization or any partial or complete liquidation of the Company, adjustments willquantitative goals for existing and proposed plants based on current and emerging technologies, by September 20, 2007. Such report shall omit proprietary information and be made in the number and class of shares of Common Stock which may be delivered under the Plan, in the number and class of and/or price of shares of Common Stock subject to outstanding Awards under the Plan, and in the maximum number of shares of Common Stock that may be granted to any individual during any calendar year, as may be determined to be appropriate and equitable by the Committee, to prevent dilution or enlargement of rights.prepared at reasonable cost.”

The Plan incorporatesCompany issued in 2005 the terms of the Company’s Change in Control Benefit Plan Determination Policy. It provides that if a change in control occurs, all Stock Options, Stock Appreciation Rights, Restricted Stock AwardsEnvironmental Assessment: Report to Shareholders, outlining options and Restricted Stock Units will vest immediately; and, if the Plan is not continued or replaced with a comparable plan, pro-rata payments of all Performance Awards at not less than target-level performance will be paid. (See page 27 for a description of individual change in control agreements.)

The vote needed to approvepass the Planproposed stockholders’ resolution is a majority of the shares of the Company’s common stock represented at the meeting and entitled to vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”“AGAINST” ITEM NO. 3.

The Audit Committee (the “Committee”) oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for establishing and maintaining adequate internal controls over financial reporting, including disclosure controls and procedures, and for preparing the Company’s consolidated financial statements. In fulfilling its oversight responsibilities, the Committee reviewed the audited consolidated financial statements of the Company and its subsidiaries and management’s report on the Company’s internal control over financial reporting in the Annual Report to stockholders with management. The Committee also reviews the Company’s quarterly and annual reporting on Forms 10-Q and 10-K prior to filing with the Securities and Exchange Commission (“SEC”).SEC. The Committee’s review process includes discussions of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and estimates and the clarity of disclosures in the financial statements.

The independent registered public accounting firm is responsible for expressing opinions on the conformity of the consolidated financial statements with accounting principles generally accepted in the United States and on the conformity of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the effectiveness of the Company’s internal control over financial reporting with the criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Committee reviewed with the independent registered public accounting firm, the firm’s judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards, rules and regulations of the Public Company Accounting Oversight Board (“PCAOB”(the “PCAOB”) and the SEC and the New York Stock Exchange corporate governance rules. In addition, the Committee has discussed with the independent registered public accounting firm its independence from management and the Company including the matters in the written disclosures made under Rule 3600T of the PCAOB, which, on an interim basis, has adopted Independence Standards Board No. 1, “Independence Discussions with Audit Committees.” The Committee also has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with maintaining the firm’s independence.

The Committee discussed the overall scopes and plans with the Company’s internal auditors and independent registered public accounting firm for their respective audits. The Committee meets with the internal auditors and independent registered public accounting firm with and without management present, to discuss the results of their audits, evaluations by management and the independent registered public accounting firm of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Committee also meets privately with the Company’s compliance officer. The Committee held 1110 meetings during 2005.2006.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board approved) that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20052006 and filed with the SEC. The Committee also reappointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2006. At the annual meeting of the Company’s stockholders, the stockholders2007. Stockholders will be asked to ratify that selection at the Committee’s selectionAnnual Meeting of the independent registered public accounting firm.Stockholders.

Members of the Committee:

The following represents the fees billed to the Company for the last two fiscal years by Deloitte & Touche LLP (“Deloitte & Touche”) — the Company’s principal independent registered public accounting firm:

The Audit Committee has adopted a Policy on Engagement of the Independent Auditor for Audit and Non-Audit Services (see Appendix B)A) that includes requirements for the Audit Committee to pre-approve services provided by Deloitte & Touche. This policy was initially adopted in July 2002 and since that time, all services included in the chart above have been pre-approved by the Audit Committee.

The Company has ChangeCompany’s executive compensation program is based on a philosophy that total executive compensation must be competitive with the companies in Control Agreementsour industry, must be tied to and motivate our executives to meet our short- and long-term performance goals and must foster and encourage alignment of executive interests with eachthe interests of itsour stockholders and our customers. The program generally is designed to motivate all employees, including executives, and to achieve operational excellence while maintaining a safe work environment.

Our executive officers showncompensation program places significant focus on the Summary Compensation Table on page 28. If an executive officerrewarding performance. The program is involuntarily terminated, other than for cause, within two years following a changeperformance-based in control of the Company, the Agreements provide for:several respects:

For the named executive officers, the Compensation Committee reviews compensation data from electric and gas utilities. The data is developed and analyzed by Hewitt Associates, the compensation consultant retained by the Compensation Committee. The companies included each year in controlthe primary peer group are those whose data is available through the consultant’s database. Those companies are drawn from this list of regulated utilities of $2 billion in revenues and up. Proxy data for the entire list of companies below also is used.

In using market data, market is defined underas the Agreements as:size-adjusted 50th percentile of the data, with a focus on pay opportunities at target performance (rather than actual plan payouts). We provide pay opportunities (base salary, target PPP payouts, stock option awards and target PDP payouts) at market and design our incentive plans to pay significantly more or less than the target amount when actual performance is above or below target performance levels. As a result, our plans are designed to result in payouts that are market-appropriate given our performance for that year or period.

Our number one priority is to provide our customers outstanding reliability and superior service at low prices while achieving a changelevel of financial performance that benefits our stockholders in control affects only a subsidiarythe short and long term.

PPP is the Company’s annual cash incentive plan. Most employees of the Company are participants, including the named executive officers, a total of about 26,000 participants.

Under the terms of the program, no payout can be made if the Company’s current earnings are not sufficient to executivesfund the Company’s common stock dividend at the same level as the prior year.

Southern Company capital expenditures “gate” or threshold goal — We strive to manage total capital expenditures for the participating business units at or below $2.7 billion for 2006, excluding nuclear fuel. If the capital expenditure target is exceeded, total operational goal performance is capped at 0.90 for all business units, regardless of the affected subsidiary whoactual operational

The range of performance levels established for the operational goals are involuntarily terminateddetailed below.

EPS excluding synfuel earnings — The Company’s synthetic fuel investments generate tax credits as a result of synthetic fuel production. Due to higher oil prices in 2006, such tax credits were partially phased out and one synfuel investment was terminated. As a result, the Company’s synthetic fuel investments did not contribute significantly to earnings and EPS during 2006. These tax credits will no longer be available after December 31, 2007. Company management uses EPS, excluding synfuel earnings, to evaluate the performance of the Company’s ongoing business activities. We believe the presentation of earnings and EPS, excluding the results of the synthetic fuel investments, also is useful for investors because it provides additional information for purposes of comparing our performance for such periods. For 2006, reported EPS was $2.12 per share including synfuel earnings, and $2.10 per share excluding synfuel earnings. As established by the Compensation Committee in early 2006, the PPP goal for 2006 measured the EPS performance, excluding synfuel earnings.

ROE adjustments — The following adjustments were made to the business unit ROE goal performance due to system decisions that should not impact the employees of the affected business units.

Stock option award sizes for 2006 were calculated using guidelines set as a dollar amount (for Mr. Ratcliffe) or a percent of base salary (for the other named executive officers). These guidelines, for all but Mr. Ratcliffe, are kept stable from year to year unless the market data indicates a clear need to change them. Mr. Ratcliffe’s guideline is reset by the Compensation Committee each year in control.their deliberations regarding his total pay package and is adjusted as necessary to remain competitive with the market data for total target compensation. In 2006, the dollar amount was approximately five percent greater than the amount in 2005.

The Company’s TSR performance during the four-year period ending with 2006 was the 32nd percentile, resulting in a payout of 27.5% of the full year’s dividend, or $0.42. This figure was multiplied by each named executive officer’s outstanding stock options at December 31, 2006 to calculate the payout under the program. The amount paid is included in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.