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                                                   Exhibit 3-M

                         STATE OF SOUTH CAROLINA
                            SECRETARY OF STATE

                          ARTICLES OF AMENDMENT
     
     Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:  
     
     
     1.    The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS
           COMPANY.  
     
     2.    On February 18, 1997 the corporation adopted the following
           Amendment(s) of its Articles of Incorporation:  
     
                    See Exhibit A attached hereto.
     
     3.   The manner, if not set forth in the amendment, in which any  
          exchange, reclassification, or cancellation of issued shares
          provided for in the Amendment shall be effected, is as follows:  
          (if not applicable, insert "not applicable" or "NA").



    4.    Complete either a or b, whichever is applicable.

     
          (a) __  Amendment(s) adopted by shareholder action.
              At the date of adoption of the amendment, the number of
              outstanding shares of each voting group entitled to vote
              separately on the Amendment, and the vote of such shares was: 

     
   Number of  Number of    Number of Votes  Number of         Undisputed
    Voting   Outstanding   Votes Entitled   Represented at    Shares Voted
    Group      Shares        to be Cast     the meeting      For     Against
    

     *NOTE:  Pursuant to Section 33-10-106(6)(i), the corporation can
             alternatively state the total number of undisputed shares cast
             for the amendment by each voting group together with a statement
             that the number of cast for the amendment by each voting group
             was sufficient for approval by the voting group. 

          (b)  XX   Amendment(s) was duly adopted by the incorporators or
               board of directors without shareholder approval pursuant to
               Sections 33-6-102(d), 33-10-102 and 33-10-105 of the 1976
               South Carolina Code, as amended, and shareholder action was
               not required.  


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         5.  Unless a delayed date is specified, the effective
date of these Articles of Amendment shall be the date of the
acceptance for filing by the Secretary of State (See Section 33-
1-230(b)):
     
     
DATE:   April 22, 1997    SOUTH CAROLINA ELECTRIC & GAS COMPANY
     
     
     
                      By: s/K. B. Marsh                     
                          (Signature)
                          K. B. Marsh, Vice-President and Chief   
                          Financial Officer                    
                          (Type or Print Name and Office)  
  


                        FILING INSTRUCTIONS


1.   Two copies of this form, the original and either a duplicate
     original or a conformed copy, must be filed.
2.   If the space in this form is insufficient, please attach
     additional sheets containing a reference to the appropriate
     paragraph in this form.

3.   Filing fee and taxes payable to the Secretary of State at
     time of filing application.


          Filing Fee                           $ 10.00
          Filing tax                            100.00
          Total                                $110.00

                       Form Approved by South Carolina
                          Secretary of State 1/89

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                           EXHIBIT A


     The  Board of Directors of South Carolina Electric & Gas
Company (the "Company"), pursuant to Section 33-10-106 of the
South Carolina Code 1976, as amended, and Section B.2 of Article
V of the Restated Articles of Incorporation of the Company, as
amended, has, by resolution duly adopted on February 18, 1997,
established and designated a new series of its Preferred Stock
comprising 1,000,000 shares of the par value of $100 per share,
designated "6.52% Cumulative Preferred Stock," having, in
addition to the relative rights, limitations and preferences set
forth in Article V of the Restated Articles of Incorporation of
the Company, as amended, the following relative rights,
limitations and preferences:

     1.    (a)  Subject to the provisions of Section C of Article
V of the Restated Articles of Incorporation of the Company, as
amended, and subject to adjustment pursuant to the provisions of
Subparagraph (b) of this Paragraph 1, dividends shall be payable
upon the 6.52% Cumulative Preferred Stock in the manner
contemplated by said Section C at the rate of 6.52% of par value
per annum.  Dividends shall be cumulative from the date of the
original issuance of the first share of the 6.52% Cumulative
Preferred Stock.

           (b)  If, prior to 18 months after the date of the
original issuance of the 6.52% Cumulative Preferred Stock, one or
more amendments to the Internal Revenue Code of 1986, as amended
(the "Code"), are enacted that reduce the percentage of the
dividends-received deduction (currently 70%) as specified in
section 243(a)(1) of the Code or any successor provision (the
"Dividends-Received Percentage"), certain adjustments may be made
in respect of the dividends payable by the Company with respect
to the 6.52% Cumulative Preferred Stock, and Post Declaration
Date Dividends and Retroactive Dividends (as such terms are
defined below) may become payable, as described in the further
provisions of this Subparagraph (b).

     The amount of each dividend payable (if declared) per share
of 6.52% Cumulative Preferred Stock for dividend payments made on
or after the effective date of such change in the Code will be
adjusted by multiplying the amount of the dividend payable at the
stated dividend rate of 6.52% (before adjustment) by a factor,
which will be the number determined in accordance with the
following formula (the "DRD Formula"), and rounding the result to
the nearest cent (with one-half cent rounded up):

                          1-.35 (1-.70)     
                          1-.35 (1-DRP)

     For the purposes of the DRD Formula, "DRP" means the
Dividends-Received Percentage (expressed as a decimal) applicable
to the dividend in question; provided, however, that if the
Dividends-Received Percentage applicable to the dividend in
question shall be less than 50%, then the DRP shall equal .50. 
No amendment to the Code, other than a change in the percentage
of the dividends-received deduction set forth in section
243(a)(1) of the Code or any successor provision thereto, will
give rise to an adjustment.  Notwithstanding the foregoing
provisions, if, with respect to any such amendment, the Company
receives either an unqualified opinion of nationally recognized
independent tax counsel selected by the Company or a private
letter ruling or similar form of authorization from the Internal
Revenue Service ("IRS") to the effect that such amendment does
not apply to a dividend payable on the 6.52% Cumulative Preferred
Stock, then such amendment will not result in the adjustment
provided for pursuant to the DRD Formula with respect to such
dividend.  The opinion referenced in the previous sentence shall
be based upon the legislation amending or establishing the DRP or
upon a published pronouncement of the IRS addressing such
legislation.  Unless the context otherwise requires, references
to dividends in this Subparagraph (b) mean dividends as adjusted
by the DRD Formula.  The Company's calculation of the dividends
payable, as so adjusted and as certified accurate as to
calculation and reasonable as to method by the independent
certified public accountants then regularly engaged by the
Company, shall be final and not subject to review absent manifest
error.


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     Notwithstanding the foregoing, if any such amendment to the
Code is enacted after the dividend payable on a dividend payment
date has been declared, the amount of the dividend payable on
such dividend payment date will not be increased; instead,
additional dividends (the "Post Declaration Date Dividends")
equal to the excess, if any, of (x) the product of the dividend
paid by the Company on such dividend payment date and the DRD
Formula (where the DRP used in the DRD Formula would be equal to
the greater of the Dividend-Received Percentage applicable to the
dividend in question and .50) over (y) the dividend paid by the
Company on such dividend payment date, will be payable (if
declared) to holders of 6.52% Cumulative Preferred Stock on the
record date applicable to the next succeeding dividend payment
date or, if the 6.52% Cumulative Preferred Stock is called for
redemption prior to such record date, to holders of 6.52%
Cumulative Preferred Stock on the applicable redemption date, as
the case may be, in addition to any other amounts payable on such
date.

     If any such amendment to the Code is enacted and the
reduction in the Dividends-Received Percentage retroactively
applies to a dividend payment date as to which the Company
previously paid dividends on the 6.52% Cumulative Preferred Stock
(each, an "Affected Dividend Payment Date"), the Company will pay
(if declared) additional dividends (the "Retroactive Dividends")
to holders of 6.52% Cumulative Preferred Stock on the record date
applicable to the next succeeding dividend payment date (or, if
such amendment is enacted after the dividend payable on such
dividend payment date has been declared, to holders of 6.52%
Cumulative Preferred Stock on the record date following the date
of enactment), or, if the 6.52% Cumulative Preferred Stock is
called for redemption prior to such record date, to holders of
6.52% Cumulative Preferred Stock on the applicable redemption
date, as the case may be, in an amount equal to the excess of (x)
the product of the dividend paid by the Company on each Affected
Dividend Payment Date and the DRD Formula (where the DRP used in
the DRD Formula would be equal to the greater of the Dividends-
Received Percentage and .50 applied to each Affected Dividend
Payment Date) over (y) the sum of the dividend paid by the
Company on each Affected Dividend Payment Date.  The Company will
only make one payment of Retroactive Dividends for any such
amendment.  Notwithstanding the foregoing provisions, if, with
respect to any such amendment, the Company receives either an
unqualified opinion of nationally recognized independent tax
counsel selected by the Company or a private letter ruling or
similar form of authorization from the IRS to the effect that
such amendment does not apply to a dividend payable on an
Affected Dividend Payment Date for the 6.52% Cumulative Preferred
Stock, then such amendment will not result in the payment of
Retroactive Dividends with respect to such Affected Dividend
Payment Date.  The opinion referenced in the previous sentence
shall be based upon the legislation amending or establishing the
DRP or upon a published pronouncement of the IRS addressing such
legislation.

     Notwithstanding the foregoing, no adjustment in the
dividends payable by the Company shall be made, and no Post
Declaration Date Dividends or Retroactive Dividends shall be
payable by the Company, in respect of the enactment of any
amendment to the Code 18 months or more after the date of
original issuance of the 6.52% Cumulative Preferred Stock that
reduces the Dividends-Received Percentage.


     In the event that the amount of dividends payable per share
of the 6.52% Cumulative Preferred Stock is adjusted pursuant to
the DRD Formula and/or Post Declaration Date Dividends or
Retroactive Dividends are to be paid, the Company will give
notice of each such adjustment and, if applicable, any Post
Declaration Date Dividends and Retroactive Dividends to the
holders of 6.52% Cumulative Preferred Stock.



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     2.  Subject to the provisions of Sections C and E of Article
V of the Restated Articles of Incorporation of the Company, as
amended, on or after April 24, 2007, the Company, at its option,
may redeem the 6.52% Cumulative Preferred Stock, in whole or in
part, at any time or from time to time, out of funds legally
available therefor, at the redemption price of $100 per share
plus an amount equal to the dividend (whether or not declared)
accrued but not previously paid to but excluding the date of such
redemption, including any adjustments in dividends payable due to
changes in the Dividends-Received Percentage.

     3.  The 6.52% Cumulative Preferred Stock is not subject to
any mandatory redemption, sinking fund or other similar
provisions.


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