Exhibit 4.4

                              CERTIFICATE OF TRUST
                                       OF
                       SOUTHERN COMPANY CAPITAL TRUST III


         THIS CERTIFICATE OF TRUST of Southern Company Capital Trust III (the
"Trust"), dated May 23, 1997, is being duly executed and filed by the
undersigned, as trustee of the Trust, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801, et seq.).

     1. Name. The name of the business trust being formed hereby is Southern
Company Capital Trust III.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are Bankers
Trust (Delaware), 1001 Jefferson Street, Suite 550, Wilmington, Delaware 19801.

     3. Effective Date. This Certificate of Trust shall be effective as of its
filing.

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first above
written.


                             BANKERS TRUST (DELAWARE),
                             not in its individual capacity but solely
                             as Delaware Trustee of the Trust


                             By:
                                      Name:    M. Lisa Wilkins
                                      Title:   Assistant Secretary