Southern : Post-effective Amendment to an automatic shelf registration of Form S-3ASR or Form F-3ASR

	As filed with the Securities and Exchange Commission on May 23, 2019
		Registration No. 333-223242
	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	POST-EFFECTIVE AMENDMENT NO. 1 TO
		FORM S-3
	REGISTRATION STATEMENT
		UNDER
	THE SECURITIES ACT OF 1933
	____________________________
The Southern Company	Delaware	58-0690070
( Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
	organization)

30 Ivan Allen Jr. Boulevard, N.W.

Atlanta, Georgia 30308

404-506-5000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

____________________________

MELISSA K. CAEN, Assistant Corporate Secretary

The Southern Company

30 Ivan Allen Jr. Boulevard, N.W.

Atlanta, Georgia 30308

404-506-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________

The Commission is requested to mail signed copies of all orders, notices and communications to:

ANDREW W. EVANS	ERIC A. KOONTZ
Executive Vice President and	TROUTMAN SANDERS LLP
Chief Financial Officer	600 Peachtree Street, N.E.
THE SOUTHERN COMPANY	Suite 3000
30 Ivan Allen Jr. Boulevard, N.W.	Atlanta, Georgia 30308
Atlanta, Georgia 30308
	____________________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effectiveamendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o

EXPLANATORY NOTE

On February 26, 2018, The Southern Company filed a Registration Statement on Form S-3, File No. 333-223242 (the "Registration Statement"), to register 19,050,962 shares of its common stock, par value $5 per share, for issuance pursuant to the Southern Investment Plan. This Amendment No. 1 to the Registration Statement is being filed to amend and restate the prospectus in the Registration Statement with the amended terms of the Southern Investment Plan, effective May 23, 2019. No additional shares of common stock are being registered hereby. Of the 19,050,962 shares of common stock originally registered, 14,397,036 remain available for future issuance.

PROSPECTUS

THE SOUTHERN COMPANY

Southern Investment Plan

The Southern Company ("Southern Company" or "Company") is pleased to offer the Southern Investment Plan ("Plan"), a direct stock purchase and dividend reinvestment plan designed to provide investors with a convenient method to purchase shares of Southern Company common stock and reinvest cash dividends in the purchase of additional shares.

This prospectus is prepared and distributed by Southern Company, the issuer of the securities offered. This prospectus relates to 14,397,036 shares of Southern Company's common stock, $5 par value, registered for purchase under the Plan.

Shares of common stock purchased under the Plan will be, at the option of the Company, original issue or treasury shares or shares purchased on the open market. If purchased from the Company, the price per share will be equal to the average of high and low market prices for the shares of the Company's common stock traded on the New York Stock Exchange ("NYSE") on the relevant investment date. For shares purchased on the open market, the price per share will be the weighted average price (excluding broker commissions and related fees) paid by a registered broker acting as an independent agent to acquire the shares.

The Company will receive proceeds from the purchase of common stock pursuant to the Plan only to the extent that such common stock is issued directly by the Company and not from open market purchases. Proceeds received by the Company, if any, will be used for general corporate purposes.

Southern Company common stock is listed on the NYSE under the symbol "SO."

See "Risk Factors" on page 3 for information regarding certain risks to consider before participating in the Plan or before purchasing shares of Southern Company common stock.

To the extent required by applicable law in any jurisdiction, shares of common stock offered under the Plan to persons not presently stockholders of record of common stock are offered only through a registered broker in such jurisdiction.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The principal executive offices of the Company are located at 30 Ivan Allen Jr. Boulevard, N.W., Atlanta, Georgia 30308, telephone [phone].

You should read this prospectus carefully and retain it for future reference.

The date of this prospectus is May 23, 2019.

	TABLE OF CONTENTS
	Southern Investment Plan
	Page
Prospectus Summary	2
Risk Factors	3
Southern Company Overview	3
Administration	4
Eligibility	5
Enrollment	5
Dividends	6
Optional Cash Payments	7
Purchase of Common Stock	8
Plan Shares	9
Sale of Plan Shares	11
Reports to Participants	12
Termination of Plan Participation	13
Costs and Expenses	13
Other Information	14
Interpretation of the Plan	15
Federal Income Tax Consequences	15
Use of Proceeds	15
Legal Matters	16
Experts	16
Where to Find More Information	16
Appendix A - Fee Schedule	A-1

This prospectus is not an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any state or country where the offer or sale is not permitted.

Southern Company has not authorized any person to provide any information that is different from, or in addition to, that contained in this prospectus or in any information that Southern Company incorporates by reference into this prospectus. Southern Company takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

Southern Company does not imply by the delivery of this prospectus or the sale of any shares of Southern Company common stock hereunder that there has been no change in the affairs of Southern Company since the date of this prospectus or that the information in this prospectus is correct as of any time subsequent to the date of this prospectus.

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SOUTHERN INVESTMENT PLAN

PROSPECTUS SUMMARY

Enrollment: The Plan has a direct purchase feature that enables persons not presently owning Southern Company common stock to enroll by submitting an Account Authorization Form and a cash investment of at least $250 for the purchase of common stock ("Initial Cash Payment"). A one-time new enrollment fee will be deducted from the Initial Cash Payment. Registered stockholders may enroll in the Plan by submitting the appropriate Account Authorization Form . If shares of common stock are held in a brokerage account, investors may participate directly by registering some or all of these shares in the investor's name or by making arrangements with the broker, bank or other intermediary to participate on the investor's behalf.

Dividends: Participants in the Plan ("Participants") have the option of receiving or reinvesting the dividends on all shares. Dividends received can be electronically deposited to a bank account. Accounts will be credited with dividends on all whole and fractional shares.

Optional Investments: Participants can invest additional funds through optional cash payments ("Optional Cash Payments") of at least $25 up to a maximum total amount of $300,000 per calendar year. Optional Cash Payments can be made occasionally or at regular intervals. In addition to sending in checks, Participants can also make payments by automatic withdrawals from their bank accounts. Cash, money orders, traveler's checks and third-party checks are not accepted. Shares will be purchased with Optional Cash Payments weekly.

Direct Registration Shares: Direct registration enables an investor to be registered directly on the books of the Company without the need for physical certificates. Direct registration shares can be enrolled in the Plan. The Direct Registration System ("DRS") is managed by The Depository Trust & Clearing Corporation and enables its participants to move securities electronically between street-name ownership and the books of the Company.

Certificates: Stock certificates can be deposited into an account as Plan shares if the account is enrolled in the Plan.

Sale of Plan Shares: Plan shares may be sold through the Plan, subject to certain restrictions and limitations. Tax withholdings and fees will be deducted from the proceeds of the sale. Sales requests are aggregated and generally processed within five business days of receipt of the sales request ("Batch Order"). Participants may also request sales through Market Order, Day Limit Orders, GTC Limit Orders and Stop Orders (each as defined below). A check for the net proceeds will be made payable to the registered account owner(s) and mailed as soon as administratively possible after the settlement date.

Transfer of Shares: Participants may direct the transfer of all or a portion of their Plan shares, subject to standard transfer rules and requirements.

Plan Participation: Participants may change the terms of their participation in the Plan, except as described in this prospectus, by providing written instructions to Equiniti Trust Company d/b/a EQ Shareowner Services (the "Plan Administrator").

Account Statement: Following each cash purchase or other transaction involving a Participant's Plan account, the Participant will be provided with a detailed statement. Participants may elect to have their statements and other information sent to them automatically by initiating eDelivery through shareowneronline.com

.

Fees: Currently, Participants are not charged fees for the reinvestment of dividends under the Plan. A per transaction fee and (for open market purchases) a per share fee are assessed for Optional Cash Payments. A one-time new enrollment fee is deducted from the Initial Cash Payment provided with each Account Authorization Form for new Participants. A commission per share fee along with a transaction fee is deducted from the proceeds of any sale of Plan shares. Additional fees apply depending on whether the sale is through a Batch Order, Market Order, Day Limit Order, GTC Limit Order or Stop Order and for delivery of sale proceeds through direct deposit. See Appendix A - Fee Schedule for a full listing of fees. The Plan Administrator reserves the right to impose additional fees or modify any or all fees in the future. Participants should contact the Plan Administrator to obtain current fee information.

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