Southern Company
270 Peachtree Street
Suite  2200
Atlanta, GA 30303
     
Patricia L. Roberts
Assistant Secretary
     
     
December 15, 1997
     
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
     
Re: File No. S7-26-97
     
Dear Mr. Katz:
     
Thank you for the opportunity to comment on proposed House Bills 944 and 
945.
     
We are strongly opposed to the proposed legislation and believe that, if 
implemented, would have a chilling effect on corporate charitable 
contributions.
     
Requesting and receiving shareholder instructions on charitable 
contributions would be burdensome -- both tremendously time consuming 
and costly, if possible at all.  If enacted, the onerous process alone 
may cause corporations to reconsider corporate giving.
     
Further, we believe that shareholder approval of charitable 
contributions is contrary to established corporate governance processes. 
The decision to make charitable contributions is within the business 
judgment of a corporation+s management and board of directors.
     
Please contact me if you have any questions regarding our comments or if 
we can provide additional information.
     
Sincerely,
     
/s/Patricia L. Roberts