EXHIBIT 21B

This Proxy Is For Your Combined E.S.O.P. and E.S.P. (if any) Shares.


This sheet contains your proxy card and ticket to the annual meeting.

As always, we appreciate you voting your proxy and promptly returning it to
us in the envelope  provided.  Also, mark the appropriate oval on the proxy card
if you plan to attend the annual meeting.  A map with directions to the Gwinnett
Civic and Cultural Center is on the other side of this page.  

The top half of this sheet is your admission ticket for registration  at the
annual meeting. Please bring it with you to the meeting.


DETACH AND MAIL BOTTOM PORTION

UNLESS OTHERWISE SPECIFIED BELOW, THIS PROXY WILL BE VOTED "FOR" ITEM 1.

MARKING INSTRUCTIONS
 . Use a No. 2 pencil or blue or black ink pen only.
 . Make solid marks that fill the oval completely.
 . Make no stray marks on this form.
 . CORRECT MARK __

The Board of Directors recommends a vote "FOR" item 1.

     (1) ELECTION OF DIRECTORS:  J.C. Adams, A.D. Corell,  A.W.  Dahlberg,  P.J.
DeNicola,  J. Edwards,  H.A.  Franklin,  B.S. Gordon,  L.G.  Hardman,  III, E.B.
Harris,  W.A.  Parker,  Jr., W.J.  Rushton,  III, G.M.  Shatto,  G.J. St. Pe, H.
Stockham 

__ FOR all nominees  listed above (except as marked to the contrary to the
right)

__ WITHHOLD authority to vote for all nominees listed above 

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space  provided  below.)  


_______________________________


__ Mark here if attending annual meeting.

Please  mark,  date,  and sign  exactly as name appears and return  this proxy
card  promptly  in the enclosed  envelope to The Southern  Company,  Bin 112,
64 Perimeter Center East, Atlanta, Georgia 30346.



Signature(s) _____________________       __________________________

Date  ______________________, 1996





Directions

Traveling north on Interstate 85: Take Exit 42 -- Highway 120, turn left going
west on Highway 120, turn right on Satellite (second traffic light after
exiting), go straight for 0.7 mile to facility entrance on left.

Traveling south on Interstate 85: Take Exit 42 -- Highway 120, turn right going
west on Highway 120, turn right on Satellite (first traffic light after 
exiting), go straight for 0.7 mile to facility entrance on left.


DETACH AND MAIL BOTTOM PORTION


PROXY FORM                 SOUTHERN COMPANY LOGO                PROXY FORM


                PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
                FOR ANNUAL MEETING OF STOCKHOLDERS MAY 22, 1996


The undersigned hereby appoints A.W. DAHLBERG and W.L. WESTBROOK, or either of
them, proxies with full power of substitution in each, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Stockholders of THE
SOUTHERN COMPANY, to be held at the Gwinnett Civic and Cultural Center, Atlanta,
Georgia at 10:00 a.m. (EDT), and any adjournments thereof, on all matters
legally coming before the meeting including, without limitation, the proposal
listed on the reverse side hereof.




(C) Copyright 1996 by National Computer Systems, Inc. All rights reserved.