Exhibit 10(a)84

                      FIRST AMENDMENT TO AND ASSIGNMENT OF

                         DEFERRED COMPENSATION AGREEMENT

         THIS FIRST AMENDMENT TO AND ASSIGMENT OF DEFERRED COMPENSATION
AGREEMENT ("Amendment") made and entered into by and between The Southern
Company ("Southern"), Georgia Power Company (the "Company"), Southern Company
Services, Inc. ("SCS") and Henry Allen Franklin ("Mr. Franklin"), effective as
of the 8th day of July, 1999.

                              W I T N E S S E T H:

         WHEREAS, the parties entered into that certain Deferred Compensation
Agreement (the "Agreement") effective February 27, 1998;

         WHEREAS, the employment of Mr. Franklin has been transferred to SCS;

         WHEREAS, the parties wish to amend and assign the Agreement in
connection with such transfer of employment;

         NOW, THEREFORE, in consideration of the premises, and the agreements of
the parties set forth in this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

                  1. Pursuant to Section 15 of the Agreement, the Company
         assigns the Agreement to SCS and SCS shall be the Company for all
         purposes thereunder.

                  2. Pursuant to Section 15 of the Agreement, the profitability
         goals are amended as set forth on Exhibit A hereof to reflect Mr.
         Franklin's position with SCS.

         IN WITNESS WHEREOF, this First Amendment to and Assignment of Deferred
Compensation Agreement has been executed by the parties, this ___ day of
_____________, 1999.

                                          THE SOUTHERN COMPANY

                                 By:      ______________________________

                                          SOUTHERN COMPANY SERVICES, INC.

                                 By:
                                          GEORGIA POWER COMPANY

                                 By:      ______________________________

                                          MR. FRANKLIN

                                          ------------------------------
                                              Henry Allen Franklin

                                    Exhibit A
                         Deferred Compensation Agreement

                         Schedule of Profitability Goals
                             For Performance Period

         The Southern Company's "core business" shall earn its assigned share of
The Southern Company's Earnings Per Share Goal for each of the calendar years in
the Performance Period. Achievement of the goal shall be assessed annually by
the Chairman of The Southern Company and documented in Exhibit B.

                                    Exhibit B
                         Deferred Compensation Agreement
                   Annual Documentation of Profitability Goals
                             For Performance Period