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                                                            Exhibit  3.15
                             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 , the corporation adopted the following Amendment(s) of its Articles
         of Incorporation:

                                 NOT APPLICABLE

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:

         (a)      The number of redeemable shares of the corporation  reacquired
                  by redemption or purchase is 659,276 itemized as follows:

             Class                               Series               No. of
                                                                      Shares

   Cumulative Preferred Stock ($50 par value)     4.50%                 1,600
   Cumulative Preferred Stock ($50 par value)     4.60%                    87
   Cumulative Preferred Stock ($50 par value)     4.60% (Series A)      2,158
   Cumulative Preferred Stock ($50 par value)     4.60% (Series B)      6,800
   Cumulative Preferred Stock ($50 par value)     5.125%                1,000
   Cumulative Preferred Stock ($100 par value)    7.70%                84,000
   Cumulative Preferred Stock ($100 par value)    8.12%               118,812
   Cumulative Preferred Stock ($50 par value)     9.40%               176,751
   Cumulative Preferred Stock ($50 par value)     8.72%                64,000
   Cumulative Preferred Stock ($50 par value)     6.00%                 6,400
   Cumulative Preferred Stock ($100 par value)    8.40%               197,668

         (b)      The aggregate number of issued shares of the corporation after
                  giving effect to such cancellation is 41,665,850,  itemized as
                  follows:

             Class                                  Series               No. of 
                                                                         Shares

  Cumulative Preferred Stock ($50 par value)          5%                 125,209
        "          "         "          "             4.60%                    0
        "          "         "          "             4.50%               14,400
        "          "         "          "             4.60% (Series A)    21,894
        "          "         "          "             5.125%              70,000
        "          "         "          "             4.60% (Series B)    64,600
        "          "         "          "             6%                  73,600
        "          "         "          "             9.40%                    0
        "          "         "    ($100 par value)    8.12%                    0
        "          "         "          "             7.70%                    0
        "          "         "          "             8.40%                    0
        "          "         "     ($50 par value)    8.72%                    0
        "          "               ($100 par value)   6.52%            1,000,000

  Common Stock ($4.50 par value)                      ------          40,296,147
                                                                      ----------
                                                                      41,665.850

(c)               The amount of the  stated  capital  of the  corporation  after
                  giving effect to such cancellation is $299,817,811.50.

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         (d) The number of shares which the  corporation  has authority to issue
after giving effect to such cancellation is 56,459,703, itemized as follows:

            Class                               Series                No. of 
                                                                      Shares

Cumulative Preferred Stock ($50 par value)        5%                   125,209
      "          "         "          "           4.60%                      0
      "          "         "          "           4.50%                 14,400
      "          "         "          "           4.60% (Series A)      21,894
      "          "         "          "           5.125%                70,000
      "          "         "          "           4.60% (Series B)      64,600
      "          "         "          "           6%                    73,600
      "          "         "          "           9.40%                      0
      "          "         "    ($100 par value)  8.12%                      0
      "          "         "          "           7.70%                      0
      "          "         "          "           8.40%                      0
      "          "         "    ($50 par value)   8.72%                      0
      "          "         "    ($100 par value)  6.52%              1,000,000


  Serial Preferred Stock  ($50 par value)  (1 vote)     ----        640,000
  Serial Preferred Stock  ($100 par value) (1 vote)     ----      1,750,000
  Serial Preferred Stock  ($25 par value)  (1/4 vote)   ----      2,000,000
  Serial Preferred Stock  ($50 par value)  (1/2 vote)   ----        700,000
  Common Stock  ($4.50 par value)                       ----     50,000,000
                                                                 ----------
                                                                 56,459,703
                   --
4.       (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
 -----    ------------- ---------------- ---------------- --------------------

                   ---
         (b) |XX| The  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.

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)):


                                   SOUTH CAROLINA ELECTRIC & GAS COMPANY



Date:  April 9, 1998               By:___s/Lynn M. Williams________________
                                        ----------------------
                                              Secretary


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