================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q


              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter Ended September 30, 1999

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the Transition Period from to

Commission      Registrant, State of Incorporation,        I.R.S. Employer
File Number     Address  and  Telephone Number             Identification No.


1-8809          SCANA Corporation                          57-0784499
                (A South Carolina Corporation)
                1426 Main Street
                Columbia, South Carolina 29201
                (803) 217-9000

1-3375          South Carolina Electric & Gas Company      57-0248695
                (A South Carolina Corporation)
                1426 Main Street
                Columbia, South Carolina 29201
                (803) 217-9000

         Indicate  by check mark  whether  the  registrants:  (1) have filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrants  were required to file such  reports),  and (2) have been subject to
such filing requirements for the past 90 days. Yes X No

                              Description of            Shares Outstanding
Registrant                    Common Stock              at October 31, 1999

 SCANA Corporation            Without Par Value             103,572,623

South Carolina Electric       Par Value $4.50 Per Share     40,296,1471
  & Gas Company

1Held, beneficially and of record, by SCANA Corporation.

         This combined Form 10-Q is separately  filed by SCANA  Corporation  and
South Carolina Electric & Gas Company.  Information contained herein relating to
SCANA  Corporation  or any of its direct or  indirect  subsidiaries,  other than
South  Carolina  Electric & Gas  Company  and its  consolidated  operations,  is
provided  solely by SCANA  Corporation  and shall be deemed not  included in the
Form 10-Q of South Carolina Electric & Gas Company.


================================================================================


<PAGE>



                                      INDEX

                                                                            Page
PART 1. FINANCIAL INFORMATION

SCANA Corporation Financial Section........................................... 3

Item 1. Financial Statements

Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998.... 4

Consolidated Statements of Income and Retained Earnings for the Periods
 Ended September 30, 1999 and 1998............................................ 6

Consolidated Statements of Cash Flows for the Periods Ended September
  30, 1999 and 1998........................................................... 7

Notes to Consolidated Financial Statements.................................... 8

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.............................................14

Item 3. Quantitative and Qualitative Disclosures About Market Risk............22

South Carolina Electric & Gas Company Financial Section.......................23

Item 1. Financial Statements

Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998....24

Consolidated Statements of Income and Retained Earnings for the
 Periods Ended September 30, 1999 and 1998....................................26

Consolidated Statements of Cash Flows for the Periods Ended September
 30, 1999 and 1998............................................................27

Notes to Consolidated Financial Statements....................................28

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.................................................32

Item 3. Quantitative and Qualitative Disclosures About Market Risk............39


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.....................................................40

Item 4. Submission of Matters to a Vote of Security-Holders...................40

Item 6. Exhibits and Reports on Form 8-K......................................40

Signatures....................................................................41

Exhibit Index.................................................................43









<PAGE>












                                SCANA CORPORATION
                                FINANCIAL SECTION











<PAGE>





                          PART I. FINANCIAL INFORMATION


Item 1.  Financial Statements.


                                SCANA CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                 As of September 30, 1999 and December 31, 1998
                                   (Unaudited)




                                                  September 30, December 31,
------------------------------------------------------------------------
                                                       1999        1998
------------------------------------------------------------------------
Assets                                               (Millions of Dollars)
Utility Plant:
    Electric                                          $4,470      $4,406
    Gas                                                  614         604
    Other                                                180         175
------------------------------------------------------------------------
        Total                                          5,264       5,185
    Less accumulated depreciation and amortization     1,835       1,728
------------------------------------------------------------------------
        Total                                          3,429       3,457
    Construction work in progress                        328         251
    Nuclear fuel, net of accumulated amortization         48          56
    Acquisition adjustment-gas, net of
      accumulated amortization                            23          23
------------------------------------------------------------------------
        Utility Plant, Net                             3,828       3,787
------------------------------------------------------------------------

Nonutility Property and Investments, net of
   accumulated depreciation                              796         493
------------------------------------------------------------------------

Current Assets:
    Cash and temporary cash investments                   57          62
    Receivables                                          280         276
    Inventories (at average cost):
        Fuel                                              55          63
        Materials and supplies                            75          56
    Prepayments                                           29          22
    Deferred income taxes                                 20          22
-------------------------------------------------------------------------
        Total Current Assets                             516         501
-------------------------------------------------------------------------

Deferred Debits:
    Emission allowances                                   31          31
    Environmental                                         25          22
    Nuclear plant decommissioning fund                    62          56
    Pension asset, net                                   136         115
    Other regulatory assets                              185         216
    Other                                                106          60
------------------------------------------------------------------------
        Total Deferred Debits                            545         500
------------------------------------------------------------------------
            Total                                     $5,685      $5,281
========================================================================





<PAGE>







                                SCANA CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                 As of September 30, 1999 and December 31, 1998
                                   (Unaudited)


                                                    September 30,  December 31,
--------------------------------------------------------------------------------
                                                        1999         1998
--------------------------------------------------------------------------------
Capitalization and Liabilities                        (Millions of Dollars)
Stockholders' Investment:
    Common Equity                                      $1,922       $1,746
    Preferred stock (not subject to purchase
     or sinking funds)                                    106          106
--------------------------------------------------------------------------------
        Total Stockholders' Investment                  2,028        1,852
Preferred Stock, Net (subject to purchase or
  sinking funds)                                           11           11
SCE&G-Obligated   Mandatorily   Redeemable
  Preferred   Securities  of  SCE&G's
  Subsidiary Trust, SCE&G Trust I,
  holding solely $50 million principal amount
  of the 7.55%
Junior Subordinated Debentures of SCE&G, due 2027          50           50
Long-Term Debt, net                                     1,610        1,623
--------------------------------------------------------------------------------
        Total Capitalization                            3,699        3,536
--------------------------------------------------------------------------------

Current Liabilities:
    Short-term borrowings                                 162          195
    Current portion of long-term debt                     327          107
    Accounts payable                                      142          219
    Customer deposits                                      18           18
    Taxes accrued                                          92           72
    Interest accrued                                       37           28
    Dividends declared                                     31           42
    Other                                                  15           13
--------------------------------------------------------------------------------
       Total Current Liabilities                          824          694
--------------------------------------------------------------------------------

Deferred Credits:
    Deferred income taxes                                 733          628
    Deferred investment tax credits                       105          108
    Postretirement benefits                                95           87
    Reserve for nuclear plant decommissioning              62           56
    Other regulatory liabilities                           75           71
    Other                                                  92          101
--------------------------------------------------------------------------------
       Total Deferred Credits                           1,162        1,051
--------------------------------------------------------------------------------
           Total                                       $5,685       $5,281
================================================================================

See Notes to Consolidated Financial Statements.

<TABLE>
<CAPTION>



<PAGE>


                                SCANA CORPORATION
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                For the Periods Ended September 30, 1999 and 1998
                                   (Unaudited)

                                                    Three Months Ended            Nine Months Ended
                                                      September 30,                 September 30,
------------------------------------------------------------ --------------- ------------- --------------
                                                   1999           1998           1999          1998
------------------------------------------------------------ --------------- ------------- --------------
                                                    (Millions of Dollars, Except Per Share Amounts)
Operating Revenues:
<S>                                                 <C>          <C>            <C>            <C>
    Electric                                        393          $ 393          $ 953          $ 962
    Gas                                              87             81            299            305
    Transit                                           -              -              1              1
------------------------------------------------------------ --------------- ------------- --------------
        Total Operating Revenues                    480            474          1,253          1,268
------------------------------------------------------------ --------------- ------------- --------------

Operating Expenses:
    Fuel used in electric generation                 87            84             221            212
    Purchased power                                  14             9              29             22
    Gas purchased for resale                         64            54             200            199
    Other operation                                  66            66             186            186
    Maintenance                                      25            21              64             62
    Depreciation and amortization                    42            39             126            107
    Income taxes                                     47            55              96            117
    Other taxes                                      26            26              79             78
------------------------------------------------------------ --------------- ------------- --------------
        Total Operating Expenses                    371           354           1,001            983
------------------------------------------------------------ --------------- ------------- --------------
Operating Income                                    109           120             252            285
------------------------------------------------------------ --------------- ------------- --------------

Other Income:
    Allowance for equity funds used during
      construction                                    -             2               3              6
    Other income (loss), net of income taxes         (3)           (1)            (14)             1
------------------------------------------------------------ --------------- ------------- --------------
        Total Other Income (Loss)                    (3)            1             (11)             7
------------------------------------------------------------ --------------- ------------- --------------

Income Before Interest Charges And Preferred
  Stock Dividends                                   106           121             241            292
------------------------------------------------------------ --------------- ------------- --------------

Interest Charges (Credits):
    Interest expense on long-term debt               34            31              97             89
    Other interest expense                            3             3              11              8
    Allowance for borrowed funds used during
     construction                                    (1)          (2)              (3)            (5)
------------------------------------------------------------ --------------- ------------- --------------
        Total Interest Charges, Net                  36           32              105             92
------------------------------------------------------------ --------------- ------------- --------------

Income Before Preferred Dividend Requirements
    on Mandatorily Redeemable Preferred Securities   70           89             136             200
Preferred Dividend Requirement of SCE&G -
  Obligated Mandatorily
Redeemable Preferred Securities                       1             1              3               3
------------------------------------------------------------ --------------- ------------- --------------
Income Before Preferred Stock Cash Dividends
  of Subsidiary                                      69            88            133             197
Preferred Stock Cash Dividends of Subsidiary
  (At Stated Rates)                                   2             2              5               5
------------------------------------------------------------ --------------- ------------- --------------
Net Income                                           67             86           128             192
Retained Earnings at Beginning of Period            659           641            678             617
Common Stock Cash Dividends Declared                (28)          (40)          (108)           (122)
============================================================ =============== ============= ==============
Retained Earnings at End of Period                $ 698          $ 687         $ 698           $ 687
============================================================ =============== ============= ==============

Net Income                                         $ 67           $ 86          $ 128          $ 192
Weighted Average Number of Common Shares
  Outstanding (Millions)                          103.6          104.2          103.6          105.9
Earnings Per Weighted Average Share of
  Common Stock  (Basic and Diluted)               $ .65          $ .82         $ 1.23         $ 1.81
Cash Dividends Declared Per Share of
  Common Stock                                   $ .275         $ .385        $ 1.045        $ 1.155
========================================================== =============== ============= ==============

See Notes to Consolidated Financial Statements.

</TABLE>



<PAGE>


                                SCANA CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Periods Ended September 30, 1999 and 1998
                                   (Unaudited)
                                                         Nine Months Ended
                                                            September 30,
------------------------------------------------------------------ -------------
                                                          1999         1998
------------------------------------------------------------------ -------------
                     (Millions of Dollars)
Cash Flows From Operating Activities:
  Net income                                              $128           $192
    Adjustments to reconcile net income to net
       cash provided from operating activities:
        Depreciation and amortization                      133            113
        Amortization of nuclear fuel                        13             15
        Deferred income taxes, net                          10             17
        Pension asset                                      (21)           (18)
        Other regulatory assets                             31              7
        Other regulatory liabilities                         4              5
        Post-retirement benefits                             8             22
        Allowance for funds used during construction        (6)           (12)
        Over (under) collections, fuel adjustment clause    (8)            (1)
        Deferred taxes - unrealized gain on investments    (97)           (11)
        Changes in certain current assets and liabilities
            (Increase) decrease in receivables              (4)           (35)
            (Increase) decrease in inventories             (11)             4
           (Increase) decrease in  prepayments              (7)            (6)
            Increase (decrease) in accounts payable        (77)            13
            Increase (decrease) in taxes accrued            20             28
        Other, net                                          54              4
------------------------------------------------------------------ -------------
    Net Cash Provided From Operating Activities            170            337
------------------------------------------------------------------ -------------

Cash Flows From Investing Activities:
    Utility property additions and construction
      expenditures, net of AFC                           (167)          (161)
    Increase in other property and investments            (73)           (87)
    Sale of subsidiary assets                              17              -
------------------------------------------------------------------ -------------
    Net Cash Used For Investing Activities               (223)          (248)
------------------------------------------------------------------ -------------

Cash Flows From Financing Activities:
    Proceeds:
        Issuance of  First Mortgage Bonds                  99              -
        Issuance of notes and loans                       150            135
    Repayments:
        First and Refunding Mortgage Bonds                  -            (20)
        Notes and loans                                   (44)           (80)
        Other long-term debt                               (9)            (5)
        Preferred stock                                     -             (1)
        Repurchase of common stock                          -           (110)
    Dividend payments:
        Common stock                                     (120)          (122)
        Preferred stock of subsidiary                      (6)            (6)
    Short-term borrowings, net                            (33)           122
    Fuel and emission allowance financings, net            11            (10)
------------------------------------------------------------------ -------------
    Net Cash Provided From  Financing Activities           48            (97)
------------------------------------------------------------------ -------------
Net Increase (Decrease) In Cash And Temporary
  Cash Investments                                         (5)            (8)
Cash And Temporary Cash Investments At January 1           62             60
------------------------------------------------------------------ -------------
Cash And Temporary Cash Investments At September 30      $ 57           $ 52
================================================================== =============

Supplemental Cash Flow Information:
    Cash paid for - Interest (includes capitalized
      interest of $3 for 1999 and  $5 for 1998)           $ 97          $ 87
                  - Income taxes                            37            59
    Noncash investing activities
                  - Unrealized gain  on securities
                      available for sale (net of tax)      157            19

See Notes to Consolidated Financial Statements.



<PAGE>

                                SCANA CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (Unaudited)

         The  following  notes should be read in  conjunction  with the Notes to
Consolidated Financial Statements appearing in SCANA Corporation's (the Company)
Annual  Report on Form 10-K for the year  ended  December  31,  1998.  These are
interim  financial  statements,  and the amounts  reported  in the  Consolidated
Statements of Income are not necessarily  indicative of amounts expected for the
year. In the opinion of management,  the information  furnished  herein reflects
all adjustments, all of a normal recurring nature except as described in Note 2,
which are necessary for a fair statement of the results for the interim  periods
reported.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

        A.  Basis of Accounting

        The Company accounts for its regulated  utility  operations,  assets and
        liabilities in accordance  with the provisions of Statement of Financial
        Accounting  Standards No. 71 (SFAS 71). The accounting standard requires
        cost-based  rate-regulated  utilities to  recognize  in their  financial
        statements  revenues  and  expenses in  different  time  periods than do
        enterprises  that are not  rate-regulated.  As a result the  Company has
        recorded,  as of September 30, 1999,  approximately $210 million and $75
        million of regulatory  assets and liabilities,  respectively,  including
        amounts  recorded  for  deferred  income tax assets and  liabilities  of
        approximately $130 million and $56 million,  respectively.  The electric
        and gas  regulatory  assets  (excluding  deferred  income tax assets) of
        approximately  $45  million  and $33  million,  respectively,  are being
        recovered  through  rates,  and the Public  Service  Commission of South
        Carolina (PSC) has approved  accelerated  recovery of  approximately  $9
        million of the electric regulatory assets. In the future, as a result of
        deregulation or other changes in the regulatory environment, the Company
        may no longer meet the criteria for continued application of SFAS 71 and
        could be required to write off its  regulatory  assets and  liabilities.
        Such an event  could have a  material  adverse  effect on the  Company's
        results of operations in the period that a write-off  would be required,
        but it is not expected  that cash flows or financial  position  would be
        materially affected.

        B.  Comprehensive Income

        Comprehensive income includes net income and all other changes in equity
        except  those  resulting  from  investments  by  and   distributions  to
        stockholders.  Comprehensive  income of the Company totaled $143 million
        and $284 million for the three and nine months ended September 30, 1999,
        respectively,  and $70 million and $210  million for the same periods in
        1998.  For each  period,  comprehensive  income  included net income and
        unrealized gains/losses on securities available for sale.

        C.  Reclassifications

        Certain  amounts from prior  periods have been  reclassified  to conform
with the 1999 presentation.

2.      RATE MATTERS

         On December 11, 1998, the PSC issued an order  requiring South Carolina
        Electric  & Gas  Company  (SCE&G),  a  wholly-owned  subsidiary  of  the
        Company, to reduce retail electric rates on a prospective basis. The PSC
        acted in  response  to SCE&G  reporting  that it earned a 13.04  percent
        return on common  equity  for its  retail  electric  operations  for the
        twelve  months ended  September  30, 1998.  This return on common equity
        exceeded  SCE&G's  authorized  return of 12 percent by 1.04 percent,  or
        $22.7 million,  primarily as a result of record heat experienced  during
        the summer.  The order  required  prospective  rate  reductions on a per
        kilowatt-hour  basis, based on actual retail sales for the twelve months
        ended September 30, 1998. This action will reduce future reported return
        on common equity to the  PSC-authorized  level if SCE&G  experiences the
        same  weather  effect and other  business  results as that of the twelve
        months ended  September  30, 1998.  On January 12, 1999,  the PSC denied
        SCE&G's  motion for  reconsideration  and  reaffirmed  SCE&G's return on
        equity of 12 percent.  The rate  reductions were placed into effect with
        the first billing cycle of January 1999.



<PAGE>




3.      RETAINED EARNINGS:

        The Restated  Articles of  Incorporation of the Company do not limit the
        dividends that may be payable on its common stock. However, the Restated
        Articles of  Incorporation  of SCE&G and the  Indenture  underlying  its
        First and  Refunding  Mortgage  Bonds  contain  provisions  that,  under
        certain circumstances,  could limit the payment of cash dividends on its
        common  stock.   In  addition,   the  Federal  Power  Act  requires  the
        appropriation  of a  portion  of  certain  earnings  from  hydroelectric
        projects. At September 30, 1999, approximately $28.5 million of retained
        earnings  were  restricted  by this  requirement  as to  payment of cash
        dividends on SCE&G's common stock.

4.      INVESTMENTS IN EQUITY SECURITIES:

        At September 30, 1999, SCANA Communications,  Inc. (SCI), a wholly-owned
        subsidiary of the Company, held the following investments in ITC Holding
        Company, Inc. (ITC) and its affiliates:

o    Powertel,  Inc.  (Powertel)  is a  publicly  traded  company  that owns and
     operates  personal  communications  services (PCS) systems in several major
     Southeastern  markets. SCI owned approximately 4.9 million common shares of
     Powertel.  SCI's  investment in Powertel's  common shares of  approximately
     $71.6  million had a market value of $267.5  million at September 30, 1999,
     resulting  in a pre-tax  unrealized  holding  gain of $195.9  million.  The
     after-tax  amount  of such  gain is  included  in the  balance  sheet  as a
     component  of  "Common  Equity."  In  addition,  SCI  owned  the  following
     non-voting  convertible  preferred  shares,  at the approximate cost noted:
     100,000  shares  series B ($75.1  million);  50,000  shares series D ($22.5
     million);  and,  50,000  shares  series E 6.5% ($75.0  million).  Preferred
     series B shares  are  convertible  in March 2002 at a  conversion  price of
     $16.50  per  common  share or  approximately  4.5  million  common  shares.
     Preferred  series D shares are  convertible  in March 2002 at a  conversion
     price of $12.75  per  common  share or  approximately  1.7  million  common
     shares.  Preferred  series  E  shares  are  convertible  in June  2003 at a
     conversion  price of $22.01 per common share or  approximately  3.4 million
     common  shares.  The market value of the  convertible  preferred  shares of
     Powertel is not readily  determinable.  However,  on an as converted basis,
     the market value of the underlying  common shares for the preferred  shares
     was  approximately  $535  million at September  30,  1999,  resulting in an
     unrecorded pre-tax holding gain of $362.5 million.

o    ITC^ DeltaCom,  Inc. (ITCD) is a fiber optic  telecommunications  provider.
     SCI owned approximately 5.1 million common shares of ITCD. SCI's investment
     in ITCD's common shares of  approximately  $41.2 million had a market value
     of $139.0 million at September 30, 1999,  resulting in a pre-tax unrealized
     holding  gain of  $97.8  million.  The  after-tax  amount  of such  gain is
     included  in the  balance  sheet as a  component  of  "Common  Equity."  In
     addition, SCI owned 1,480,771 shares of series A preferred stock of ITCD at
     a cost of  approximately  $11.3  million.  Series A  preferred  shares  are
     convertible  in March 2002 into ITCD common  shares on a two for one basis.
     The  market  value of  series  A  preferred  stock  of ITCD is not  readily
     determinable.  However,  on an as converted  basis, the market value of the
     underlying  common stock for the series A preferred stock was approximately
     $81.4  million at September 30, 1999,  resulting in an  unrecorded  pre-tax
     holding gain of $70.2 million.

o    Knology Holdings, Inc. (Knology) is a broad-band service provider of cable,
     television,  telephone  and  internet  services.  SCI owned 71,050 units of
     Knology.  Each unit consists of one 11.875%  Senior  Discount Note due 2007
     and one  warrant  entitling  the  holder  to  purchase  .003734  shares  of
     preferred stock of Knology.  The cost of this investment was  approximately
     $40 million. SCI also owned an additional 753 warrants which entitles it to
     purchase 753 shares of preferred stock at $1,500 per share.




<PAGE>



o            ITC   has   an   ownership   interest   in   several   Southeastern
             communications  companies.  SCI  owned  approximately  3.1  million
             common shares,  645,153 series A convertible  preferred shares, and
             133,664  series  B  convertible  preferred  shares  of  ITC.  These
             investments cost approximately $7.1 million, $8.9 million, and $5.0
             million, respectively. Preferred series A shares are convertible in
             March 2002 at a  conversion  price of $13.45  per  common  share or
             approximately 2.6 million common shares.  Preferred series B shares
             are  convertible in March 2002 at a conversion  price of $43.56 per
             common share or  approximately  500,000 million common shares.  The
             market value of these investments is not readily determinable.

        On July 9, 1999, ITCD completed its acquisition of AvData Systems,  Inc.
        (AvData).  Prior to the merger, the Company held 1,577,384 common shares
        in AvData at a cost of approximately $1.7 million.  The Company received
        49,995 common shares of ITCD valued at  approximately  $1.5 million as a
        result of the  merger.  The  Company's  investment  in ITCD had a market
        value of $1.4  million at  September  30,  1999,  resulting in a pre-tax
        unrealized holding loss of $0.1 million.


5.      CONTINGENCIES:

        With respect to commitments at September 30, 1999,  reference is made to
        Note 10 of Notes to Consolidated  Financial  Statements appearing in the
        Company's  Annual  Report on Form 10-K for the year ended  December  31,
        1998. Contingencies at September 30, 1999 are as follows:

        A.  Nuclear Insurance

        The  Price-Anderson   Indemnification   Act,  which  deals  with  public
        liability for a nuclear  incident,  currently  establishes the liability
        limit for third-party  claims  associated  with any nuclear  incident at
        $9.7 billion.  Each reactor licensee is currently liable for up to $88.1
        million per reactor  owned for each  nuclear  incident  occurring at any
        reactor in the United States, provided that not more than $10 million of
        the liability per reactor  would be assessed per year.  SCE&G's  maximum
        assessment,  based on its  two-thirds  ownership of V. C. Summer Nuclear
        Station  (Summer  Station),  would be  approximately  $58.7  million per
        incident, but not more than $6.7 million per year.

        SCE&G currently  maintains  policies (for itself and on behalf of Santee
        Cooper)  with Nuclear  Electric  Insurance  Limited  (NEIL) and American
        Nuclear Insurers (ANI) providing  combined property and  decontamination
        insurance coverage of $2 billion for any losses at Summer Station. SCE&G
        pays annual  premiums and, in addition,  could be assessed a retroactive
        premium  not to exceed  five  times its  annual  premium in the event of
        property damage loss to any nuclear  generating  facility  covered under
        the NEIL program.  Based on the current annual premium, this retroactive
        premium assessment would not exceed $6.1 million.

        To   the   extent   that   insurable   claims   for   property   damage,
        decontamination,  repair and  replacement  and other costs and  expenses
        arising  from a nuclear  incident  at Summer  Station  exceed the policy
        limits of insurance, or to the extent such insurance becomes unavailable
        in the future,  and to the extent that  SCE&G's  rates would not recover
        the cost of any purchased  replacement power, SCE&G will retain the risk
        of loss as a  self-insurer.  SCE&G has no reason to anticipate a serious
        nuclear  incident at Summer Station.  If such an incident were to occur,
        it could  have a material  adverse  impact on the  Company's  results of
        operations, cash flows and financial position.

        B.  Environmental

        The  Company has an  environmental  assessment  program to identify  and
        assess   current  and  former   operations   sites  that  could  require
        environmental cleanup. As site assessments are initiated,  estimates are
        made of the  expenditures,  if any, deemed  necessary to investigate and
        clean  up  each  site.   These   estimates  are  refined  as  additional
        information  becomes  available;  therefore,  actual  expenditures could
        differ significantly from the original estimates.  Amounts estimated and
        accrued to date for site  assessments  and cleanup  relate  primarily to
        regulated  operations.  Such  amounts are deferred  and  amortized  with
        recovery provided through rates. The Company has also recovered portions
        of  its  environmental  liabilities  through  settlements  with  various
        insurance  carriers.  The Company has recovered  all amounts  previously
        deferred for its electric operations. The Company expects to recover all
        deferred  amounts  related  to its  gas  operations  by  December  2002.
        Deferred  amounts,  net of amounts recovered through rates and insurance
        settlements,  totaled $24.3 million at September 30, 1999.  The deferral
        includes the estimated costs associated with the following matters.




<PAGE>




o    In September  1992,  the  Environmental  Protection  Agency (EPA)  notified
     SCE&G, the City of Charleston and the Charleston Housing Authority of their
     potential  liability for the  investigation and cleanup of the Calhoun Park
     area  site  in   Charleston,   South   Carolina.   This  site   encompasses
     approximately  30 acres and includes  properties  which were  locations for
     industrial operations, including a wood preserving (creosote) plant, one of
     SCE&G's  decommissioned  manufactured  gas plants,  properties owned by the
     National Park Service and the City of Charleston,  and private  properties.
     The site has not been placed on the National  Priorities  List,  but may be
     added in the  future.  The  Potentially  Responsible  Parties  (PRPs)  have
     negotiated an administrative order by consent for the conduct of a Remedial
     Investigation/Feasibility  Study and a corresponding  Scope of Work.  Field
     work began in November 1993, and the EPA approved a Remedial  Investigation
     Report in February  1997 and a  Feasibility  Study Report in June 1998.  In
     July 1998,  the EPA  approved  SCE&G's  Removal  Action  Work Plan for soil
     excavation.  SCE&G  completed  Phase One of the Removal Action in 1998 at a
     cost of  approximately  $1.5  million.  Phase Two includes  excavation  and
     installation  of several  permanent  barriers to mitigate coal tar seepage.
     Phase Two began in November 1998, and is expected to cost  approximately $3
     million.  Additionally,   SCE&G  is  continuing  to  support  overall  site
     development  activities by managing potentially  contaminated soils removed
     from  construction  activities  nearby.  On September  30, 1998 a Record of
     Decision was issued which sets forth EPA's view of the extent of each PRP's
     responsibility  for site contamination and the level to which the site must
     be   remediated.   On  January  13,  1999  the  EPA  issued  a   Unilateral
     Administrative  Order which directed  SCE&G to implement a Remedial  Design
     and Remedial  Action Plan to accomplish  the  objectives  identified by the
     Record of  Decision.  SCE&G and the EPA are  continuing  to  negotiate  the
     remedial plan.

     In October 1996 the City of Charleston and SCE&G settled all  environmental
     claims the City may have had against SCE&G  involving the Calhoun Park area
     for a payment of $26 million  over four years  (1996-1999)  by SCE&G to the
     City.  SCE&G is  recovering  the amount of the  settlement,  which does not
     encompass  site  assessment  and cleanup  costs,  through rates in the same
     manner  as other  amounts  accrued  for site  assessments  and  cleanup  as
     discussed above. As part of the environmental settlement,  SCE&G has agreed
     to build an 1,100  space  parking  garage on the  Calhoun  Park site and to
     transfer the facility to the City in exchange for a 20-year  municipal bond
     backed by revenues  from the  parking  garage and a mortgage on the parking
     garage.  The total amount of the bond is not to exceed $16.9  million,  the
     maximum  expected  project  cost.  The parking  garage is  currently  under
     construction  and is  scheduled  for  completion  in the spring of the year
     2000.

o    SCE&G owns three other  decommissioned  manufactured  gas plant sites which
     contain residues of by-product  chemicals.  For the site located in Sumter,
     South Carolina, effective September 15, 1998, SCE&G entered into a Remedial
     Action  Plan  Contract  with the South  Carolina  Department  of Health and
     Environmental  Control  (DHEC)  pursuant to which it agreed to  undertake a
     full site  investigation  and remediation under the oversight of DHEC. Site
     investigation and  characterization  are proceeding  according to schedule.
     Upon selection and successful  implementation  of a site remedy,  DHEC will
     give SCE&G a Certificate  of Completion and a covenant not to sue. SCE&G is
     continuing to investigate the other two sites, and is monitoring the nature
     and extent of residual contamination.


<PAGE>


6.  SEGMENT OF BUSINESS INFORMATION:

The  Company's  reportable  segments  are  listed in the  following  table.  The
Consolidated  Financial  Statements  report  operating  revenues,  comprised  of
reportable  segments,  except Energy Marketing,  and the non-reportable  transit
operations  segment.   Energy  Marketing's  revenues  and  revenues  from  other
non-reportable segments are included in Other Income. The Company uses operating
income to measure profitability for its Electric Operations and Gas Distribution
segments.  Therefore, net income is not allocated to these segments. The Company
uses net income to measure profitability for its Energy Marketing segment, which
includes the Company's  unregulated gas sales in Georgia.  Affiliate  revenue is
derived from transactions  between  reportable  segments as well as transactions
between  separate  legal  entities  that are combined  into the same  reportable
segment. Assets for the period did not change significantly.

              Disclosure and Reconciliation of Reportable Segments

--------------------------------------------------------------------------------
                                  Three Months Ended         Three Months Ended
                                  September 30, 1999         September 30, 1998
-------------------------------------------------------- ----------------------
                                 Net       Operating        Net      Operating
                               Income       Income        Income      Income
                                             (Millions of Dollars)

Electric Operations               n/a         $109         n/a         $121
Gas Distribution                  n/a           (2)        n/a           (1)
Gas Transmission                 $ 3             4         $ 5            6
Energy Marketing                 (14)          n/a          (3)         n/a
--------------------------------------------------------------------------------

Total Reportable Segments        (11)          111           2          126
Elimination of Affiliates          -            (1)          -          (1)
Non-reportable Segments            2            (1)         (3)         (1)
Unallocated                       76             -          87          (4)
--------------------------------------------------------------------------------
Consolidated Totals              $67          $109         $86         $120
================================================================================

                              External     Affiliate    External     Affiliate
                               Revenue      Revenue      Revenue      Revenue
                                             (Millions of Dollars)

Electric Operations              $393         $ 90       $393         $ 87
Gas Distribution                   34            4         35            2
Gas Transmission                   53           28         46           28
Energy Marketing                   79            -        176            -
--------------------------------------------------------------------------------
Total Reportable Segments        $559         $122       $650         $117
================================================================================



<PAGE>



------------------------------------------------------------------------------
                                Nine Months Ended       Nine Months Ended
                                September 30, 1999      September 30, 1998
------------------------------------------------------------------------------
                               Net       Operating        Net       Operating
                             Income        Income        Income      Income
                                          (Millions of Dollars)

Electric Operations             n/a        $235          n/a          $263
Gas Distribution                n/a          12          n/a            16
Gas Transmission                $ 8          11         $ 13            15
Energy Marketing                (40)        n/a           (7)          n/a
-------------------------------------------------------------------------

Total Reportable Segments       (32)        258            6           294
Elimination of Affiliates         -          (3)           -            (4)
Non-reportable Segments           -          (3)          (3)           (3)
Unallocated                     160           -          189            (2)
-----------------------------------------------------------------------------
Consolidated Totals            $128        $252         $192          $285
=============================================================================



                            External    Affiliate     External      Affiliate
                             Revenue     Revenue       Revenue       Revenue
                                          (Millions of Dollars)

Electric Operations           $ 953       $237         $ 962         $228
Gas Distribution                163          4           164            5
Gas Transmission                136        107           141          106
Energy Marketing                289          -           422            -
----------------------------------------------------------------------------
Total Reportable Segments    $1,541       $348        $1,689         $339
============================================================================


<PAGE>


Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations

                                SCANA CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
appearing in SCANA  Corporation's  (the Company)  Annual Report on Form 10-K for
the year ended December 31, 1998.

        Statements  included in this  discussion  and analysis (or  elsewhere in
this quarterly  report) which are not statements of historical fact are intended
to be, and are hereby identified as,  "forward-looking  statements" for purposes
of the safe harbor  provided by Section 27A of the  Securities  Act of 1933,  as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Readers  are  cautioned  that  any  such  forward-looking   statements  are  not
guarantees   of  future   performance   and   involve  a  number  of  risks  and
uncertainties,  and that  actual  results  could  differ  materially  from those
indicated by such forward-looking statements. Important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements  include,  but are not  limited  to,  the  following:  (1)  that  the
information  is of a  preliminary  nature and may be  subject to further  and/or
continuing  review  and  adjustment,  (2)  changes  in  the  utility  regulatory
environment,  including  the pace of  deregulation  of  retail  natural  gas and
electricity  markets in the United States,  (3) changes in the economy,  (4) the
impact of  competition  from other energy  suppliers,  (5) the management of the
Company's operations, (6) variations in prices of natural gas and fuels used for
electric  generation,  (7) growth  opportunities for the Company's regulated and
non-regulated subsidiaries, (8) the results of financing efforts, (9) changes in
the  Company's  accounting  policies,  (10) weather  conditions in the Company's
service areas , (11)  performance of the  telecommunications  companies in which
the Company has made significant investments,  (12) inflation,  (13) exposure to
environmental issues and liabilities,  (14) changes in environmental regulation,
(15)   unsuccessful   correction   of  any   material   Year  2000  problem  or,
alternatively,  unsuccessful implementation of a contingency plan by the Company
and  any  critical  third  party  suppliers,   and  (16)  the  other  risks  and
uncertainties  described  from time to time in the  Company's  periodic  reports
filed with the Securities  and Exchange  Commission.  The Company  disclaims any
obligation to update any forward-looking statements.

               MATERIAL CHANGES IN CAPITAL RESOURCES AND LIQUIDITY
                             SINCE DECEMBER 31, 1998

COMPETITION

North Carolina Acquisition

        On February 17, 1999,  the Company and Public  Service  Company of North
Carolina,  Inc. (PSNC) announced a definitive agreement whereby the Company will
acquire PSNC in a transaction  valued at approximately  $900 million,  including
the assumption of debt. The transaction will be accounted for as a purchase.  It
is anticipated  that PSNC will be operated as a  wholly-owned  subsidiary of the
Company.  The shareholders of both companies approved the transaction on July 1,
1999.  On July 30, 1999,  SCANA filed an  application  with the  Securities  and
Exchange Commission (SEC) to become a registered public utility holding company.
The  Department  of Justice and the Federal Trade  Commission  have approved the
transaction.  The North Carolina Utilities  Commission held a hearing on whether
to approve the merger in late September. Their decision is expected in November.
SEC approval is expected by the end of 1999.

Georgia Retail Gas Market

     SCANA Energy Marketing (Energy Marketing), a wholly-owned subsidiary of the
Company,  exceeded  projections for acquiring customers in Georgia's natural gas
market.  At September  30, 1999,  Energy  Marketing  had  approximately  421,000
customers  compared to  approximately  72,000 at December 31, 1998. As a result,
expenses have been significantly higher than expected. For the nine months ended
September  30,  1999,  Energy  Marketing  incurred  losses  (net  of  taxes)  of
approximately  $36.1  million.  Startup  costs  were  expensed  as  incurred.  A
significant  portion  of those  costs came from a $50 per  customer  promotional
sign-up offer,  which expired April 15, 1999. Other  significant costs are being
incurred to establish  local offices,  call centers,  and billing and collection
functions. The level of future revenues and expenditures is dependent on several
factors  that cannot be  reasonably  predicted.  These  factors  include  Energy
Marketing's  ability to retain  customers  and market  share,  the  intensity of
competition as it continues to develop,  the margin Energy  Marketing is able to
achieve on gas sales and its ability to find industrial  interruptible customers
to  purchase  available  capacity.   Energy  Marketing   anticipates   incurring
additional  losses  through the  remainder of 1999 and plans to be breakeven for
the year 2000.


<PAGE>



Proposed Interstate Natural Gas Pipeline

        On April 14, 1999, South Carolina Pipeline  Corporation,  a wholly-owned
subsidiary of the Company,  announced plans to develop an interstate natural gas
pipeline to ensure  adequate  supplies to growing gas markets in South  Carolina
and North Carolina. Details of the proposal are being finalized. Construction of
the project will require  approval by the Federal Energy  Regulatory  Commission
and other federal and state agencies.

LIQUIDITY AND CAPITAL RESOURCES

        On December 11, 1998,  the Public  Service  Commission of South Carolina
(PSC) issued an order requiring South Carolina Electric & Gas Company (SCE&G), a
wholly-owned  subsidiary of the Company,  to reduce retail  electric  rates on a
prospective basis. The PSC acted in response to SCE&G reporting that it earned a
13.04 percent return on common equity for its retail electric operations for the
twelve months ended  September 30, 1998.  This return on common equity  exceeded
SCE&G's  authorized  return of 12 percent  by 1.04  percent,  or $22.7  million,
primarily as a result of record-breaking heat experienced during the summer. The
order required  prospective rate reductions on a per kilowatt-hour  basis, based
on actual  retail sales for the twelve  months ended  September  30, 1998.  This
action will reduce future reported return on common equity to the PSC-authorized
level if SCE&G experiences the same weather effect and other business results as
that of the twelve months ended September 30, 1998. On January 12, 1999, the PSC
denied  SCE&G's  motion for  reconsideration  and  reaffirmed  SCE&G's return on
equity of 12 percent. The rate reductions were placed into effect with the first
billing cycle of January 1999.

         On September 14, 1999, the PSC approved an accelerated capital recovery
plan for SCE&G's Cope Generating Station. The plan will be implemented beginning
January 1, 2000 for a three-year period. The PSC approved an accelerated capital
recovery  methodology  wherein  SCE&G  will  increase  depreciation  of its Cope
Generating  Station  in excess of  amounts  that  would be  recorded  based upon
currently   approved   depreciation   rates.   The  amount  of  the  accelerated
depreciation  will be  determined  by SCE&G based on the level of  revenues  and
operating  expenses,  not to exceed $36 million annually without the approval of
the PSC.  Any  unused  portion  of the $36  million  in any given  year could be
carried forward for possible use in the succeeding year. The accelerated capital
recovery plan will be accomplished through existing customer rates.

       On September 21, 1999,  SCE&G  announced it will build a $180 million gas
turbine generator project in Aiken County,  South Carolina.  The  combined-cycle
turbines  will  burn  natural  gas to  produce  300  megawatts  of new  electric
generation and then use the exhaust heat to replace coal-fired steam that powers
two  existing  75 megawatt  turbines at the  Urquhart  Generating  Station.  The
turbines are scheduled to be completed by June 2002.

       On October 15, 1999,  the Federal  Energy  Regulatory  Commission  (FERC)
notified  SCE&G of its agreement  with SCE&G's plan to reinforce Lake Murray Dam
in order to maintain the lake in case of an extreme  earthquake.  SCE&G and FERC
have been  discussing  possible  remediation  efforts  for the dam over the past
several years as part of SCE&G's ongoing  hydroelectric  operating  license with
FERC. Cost of the remediation  project and a schedule for  construction  will be
determined  following the expected  completion of engineering and  environmental
efforts in the first quarter of 2000.  FERC is requiring  that  engineering  and
construction on the dam be completed by the end of 2002.



<PAGE>



        The  following  table  summarizes  how the Company  generated  funds for
property  additions and construction  expenditures  during the nine months ended
September 30, 1999 and 1998:

-------------------------------------------------------------------------------
                                                          Nine Months Ended
                                                            September 30,
                                                       1999               1998
--------------------------------------------------------------------------------
                                                         (Millions of Dollars)

Net cash provided from operating activities             $170               $337
Net cash provided from (used for) financing
  activities                                              48                (97)
Cash provided from sale of subsidiary assets              17                  -
Cash and temporary cash investments available
at the beginning of the period                            62                 60
===============================================================================
Net cash available for  property additions
    and construction                                    $297               $300
expenditures
===============================================================================

Funds used for utility property additions and
  construction expenditures, net of noncash
  allowance for funds used during construction           $167              $161
===============================================================================

Funds used for nonutility property additions             $ 73             $  87
===============================================================================

       On March 9, 1999,  SCE&G  issued  $100  million of First  Mortgage  Bonds
having an annual  interest  rate of 6 1/8% and  maturing  on March 1, 2009.  The
proceeds from the sale of these bonds were used to reduce short-term debt.

       On June 29, 1999, the Company issued $150 million one-year  floating rate
medium-term  notes  maturing on July 14, 2000. The interest rate on the notes is
reset  monthly and is based on the  one-month  LIBOR plus 35 basis  points.  The
proceeds from these notes were used to reduce short-term bank debt.

        On September 28, 1999, the Company  entered into a definitive  agreement
to  sell  its  retail  propane  assets  for $86  million  plus  working  capital
(approximately $9 million). Net proceeds from the sale will be used primarily to
reduce indebtedness. The sale was completed on November 10, 1999.

       The Company  anticipates that the remainder of its 1999 cash requirements
will be met through internally generated funds, and the incurrence of additional
short-term and long-term debt. The Company anticipates  incurring short-term and
long-term debt to satisfy the Company's  obligation to purchase shares of common
stock of SCANA and PSNC in connection  with the Company's  acquisition  of PSNC.
The timing and amount of such financings will depend upon market  conditions and
other factors. The Company expects that it has or can obtain adequate sources of
financing to meet its projected cash requirements for the next twelve months and
for the  foreseeable  future.  The ratio of  earnings  to fixed  charges for the
twelve months ended September 30, 1999 was 2.80.

Investments in Equity Securities

        At September 30, 1999, SCANA Communications,  Inc. (SCI), a wholly-owned
subsidiary  of the  Company,  held  the  following  investments  in ITC  Holding
Company, Inc. (ITC) and its affiliates:

o    Powertel,  Inc.  (Powertel)  is a  publicly  traded  company  that owns and
     operates  personal  communications  services (PCS) systems in several major
     Southeastern  markets. SCI owned approximately 4.9 million common shares of
     Powertel.  SCI's  investment in Powertel's  common shares of  approximately
     $71.6  million had a market value of $267.5  million at September 30, 1999,
     resulting  in a pre-tax  unrealized  holding  gain of $195.9  million.  The
     after-tax  amount  of such  gain is  included  in the  balance  sheet  as a
     component  of  "Common  Equity."  In  addition,  SCI  owned  the  following
     non-voting  convertible  preferred  shares,  at the approximate cost noted:
     100,000  shares  series B ($75.1  million);  50,000  shares series D ($22.5
     million); and 50,000 shares series E 6.5% ($75.0 million). Preferred series
     B shares are convertible in March 2002 at a conversion  price of $16.50 per
     common share or approximately 4.5 million common shares. Preferred series D
     shares are  convertible  in March 2002 at a conversion  price of $12.75 per
     common share or approximately 1.7 million common shares. Preferred series E
     shares are  convertible  in June 2003 at a  conversion  price of $22.01 per
     common share or approximately  3.4 million common shares.  The market value
     of  the   convertible   preferred   shares  of   Powertel  is  not  readily
     determinable.  However,  on an as converted  basis, the market value of the
     underlying  common shares for the preferred shares was  approximately  $535
     million at September 30, 1999,  resulting in an unrecorded  pre-tax holding
     gain of $362.5 million.


<PAGE>



o    ITC^ DeltaCom,  Inc. (ITCD) is a fiber optic  telecommunications  provider.
     SCI owned approximately 5.1 million common shares of ITCD. SCI's investment
     in ITCD's common shares of  approximately  $41.2 million had a market value
     of $139.0 million at September 30, 1999,  resulting in a pre-tax unrealized
     holding  gain of  $97.8  million.  The  after-tax  amount  of such  gain is
     included  in the  balance  sheet as a  component  of  "Common  Equity."  In
     addition, SCI owned 1,480,771 shares of series A preferred stock of ITCD at
     a cost of  approximately  $11.3  million.  Series A  preferred  shares  are
     convertible  in March 2002 into ITCD common  shares on a two for one basis.
     The  market  value of  series  A  preferred  stock  of ITCD is not  readily
     determinable.  However,  on an as converted  basis, the market value of the
     underlying  common stock for the series A preferred stock was approximately
     $81.4  million at September 30, 1999,  resulting in an  unrecorded  pre-tax
     holding gain of $70.2 million.

o    Knology Holdings, Inc. (Knology) is a broad-band service provider of cable,
     television,  telephone  and  internet  services.  SCI owned 71,050 units of
     Knology.  Each unit consists of one 11.875%  Senior  Discount Note due 2007
     and one  warrant  entitling  the  holder  to  purchase  .003734  shares  of
     preferred stock of Knology.  The cost of this investment was  approximately
     $40 million. SCI also owned an additional 753 warrants which entitles it to
     purchase 753 shares of preferred stock at $1,500 per share.

o    ITC  has an  ownership  interest  in  several  Southeastern  communications
     companies.  SCI owned  approximately  3.1 million  common  shares,  645,153
     series A convertible  preferred  shares,  and 133,664  series B convertible
     preferred shares of ITC. These investments cost approximately $7.1 million,
     $8.9 million, and $5.0 million, respectively. Preferred series A shares are
     convertible in March 2002 at a conversion  price of $13.45 per common share
     or approximately  2.6 million common shares.  Preferred series B shares are
     convertible in March 2002 at a conversion  price of $43.56 per common share
     or  approximately  0.5 million  common  shares.  The market  value of these
     investments is not readily determinable.

     On July 9, 1999,  ITCD completed its  acquisition of AvData  Systems,  Inc.
(AvData).  Prior to the merger,  the Company  held  1,577,394  common  shares in
AvData at a cost of  approximately  $1.7 million.  The Company  received  49,995
common  shares of ITCD valued at  approximately  $1.5 million as a result of the
merger.  The Company's  investment in ITCD had a market value of $1.4 million at
September  30,  1999,  resulting  in a pre-tax  unrealized  holding loss of $0.1
million.

Year 2000 Issue

        The Year 2000 is an issue because many computers,  embedded  systems and
software were originally  programmed using two digits rather than four digits to
identify the applicable  year. This may prevent them from accurately  processing
information  with dates  beyond  1999.  Because the Year 2000 issue could have a
material  impact on the operations of the Company if not addressed,  the Company
has completed  efforts to ensure Year 2000  readiness.  This means that critical
systems, equipment,  applications and business relationships have been evaluated
and  should be  suitable  to  continue  into and  beyond  the year 2000 and that
applicable contingency plans are in place.

        In 1993, the Company began the first of several projects to replace many
of its business  application  systems to provide increased  functionality and to
improve access to business information. Accordingly, the Company has implemented
new general ledger,  purchasing,  materials  inventory,  accounts  payable,  and
customer  information systems.  These new systems,  which comprise a significant
portion of the Company's  applications  software,  were designed to be Year 2000
compliant and have been tested to confirm their Year 2000 readiness.

        In 1997,  the Company  established a Corporate  Year 2000 Project Office
(Project Office) to direct Year 2000 efforts  throughout the Company. A Steering
Committee was formed to direct the efforts of the Project  Office.  The Steering
Committee  reports to the senior  officers  of the  Company  and to the board of
directors.  It is  chaired  by the  chief  financial  officer  of  SCANA  and is
comprised of officers  representing all operational areas. The Project Office is
staffed by nine full time project managers and extensive support personnel.  The
Project Office is responsible for addressing  Year 2000 issues and  coordinating
the required assessment and remediation efforts.

        The Company's Year 2000 efforts encompass three projects,  all reporting
to the  Steering  Committee.  The  Information  Technology  Project  covers  all
mainframe  and client  server  application  software,  infrastructure  hardware,
system software,  desktop computers and network equipment.  The Embedded Systems
Project covers all microprocessors,  instruments and control devices, monitoring
equipment  on power lines and in  substations,  security  and  control  devices,
telephone  systems and certain  types of meters.  The  Procedures  and  External
Interfaces Project covers Year 2000 procedures, documentation and communications
with key suppliers, vendors, customers,  financial institutions and governmental
agencies.



<PAGE>


        The Company's Year 2000 project  approach  involved the  following:  (1)
inventorying all Year 2000 internal and external items and entities and updating
the Year 2000 Inventory  Database;  (2)  performing  risk analysis and corporate
prioritization of all inventory entries;  (3) performing detailed assessments of
all  inventory  entries to determine  Year 2000  readiness  and  establishing  a
remediation  action plan where necessary;  (4) remediating all inventory entries
assessed  as  non-compliant,   including  repairing,   replacing  or  developing
acceptable  work-arounds;  (5) testing through date simulation and comprehensive
test data;  (6)  implementation  of all  converted  systems and  equipment  into
production operations; and (7) contingency planning.

        Detailed  project  plans  were  developed  for  each  of the  Year  2000
projects.  These project plans,  work schedules and resource  requirements  were
reviewed weekly by the project  managers and monthly by the Steering  Committee.
The  project  plan tasks  required  to address the  Company's  mission  critical
systems  for  electric,  gas and  other  business  operations  and  address  the
Company's business relationships were successfully completed. The remaining Year
2000 project work this year is primarily focused on change management, executing
mitigation  strategies  to  minimize  potential  Year 2000  risks  and  refining
contingency plans.

     SCE&G's V. C. Summer  Nuclear  Station  reported to the Nuclear  Regulatory
Commission  (NRC) at the end of June 1999  that the  plant was Year 2000  ready.
Also  at  the  end of  June,  SCANA  reported  to the  North  American  Electric
Reliability  Council (NERC) that the Company's primary systems necessary for the
generation  and  transmission  of  electricity  were  Year 2000  ready  with two
exceptions. The first exception was associated with SCE&G's Canadys Station Unit
1 coal-fired generating plant. At the end of June, the Westinghouse  Distributed
Products  Family  (WDPF)  upgrades and Year 2000  readiness  tests at two of the
three Canadys Station Units had been completed,  however,  the same WDPF upgrade
and Year 2000 readiness test for Unit 1 had not been completed.  Canadys Station
Unit 1  generates  125 MW and  represents  less  than 3% of  SCE&G's  generating
capacity.  The second  exception was associated with SCE&G's new Spectrum Energy
Management  System  (EMS).  At the end of June,  the Year  2000  assessment  and
testing for the Spectrum System had been completed,  however, the new system was
not yet  on-line.  In  November  1999,  SCE&G  reported  to NERC that  these two
exceptions had been addressed.

        The Information Technology Project Team has completed the assessment and
code  remediation for all application  software.  These  applications  have been
tested in an  isolated  Year 2000  testing  environment.  The Year 2000  testing
environment  will be maintained  through the end of the year to test any changes
to these systems or any newly implemented applications.  Independent vendor code
verifications  were  successfully  completed for selected  systems that had been
through the Company's  remediation process.  During the second quarter of 1999 a
comprehensive Year 2000 test was successfully performed on the Company's network
equipment.  All of the  Company's  desktop  workstations  have been  replaced or
upgraded to a standard  configuration  and software release level. All completed
assessment   and   remediation   documentation   related  to  mission   critical
applications and technical  infrastructure  items has been reviewed and approved
by the Information Technology Audit Review Committee.

        The Embedded  Systems  Project Team,  which  included  approximately  20
engineers with prior  experience with  microprocessors,  was formed in 1998, and
detailed  assessment,  remediation and testing  procedures were developed.  This
team  worked  closely  with  each of  SCANA's  business  units to  complete  the
assessments of critical systems and equipment and any required remediation based
on  the  corporate   prioritization   process.   All  completed  assessment  and
remediation  documentation  related to  mission  critical  systems or  equipment
involving microprocessors has been reviewed and approved by the Embedded Systems
Audit Review Committee.  Independent vendor  verifications for selected embedded
system assessments were completed during the first quarter of 1999 and confirmed
the Company's previous conclusions.

        The  Procedures  and  External  Interfaces  Project  Team has  developed
written  documentation  and  procedures  for Year  2000  compliance  definition,
document control, inventory,  prioritization,  assessment,  remediation,  change
control,  business  continuity  planning,  and  vendor,  customer  and  supplier
communications.  This team has  communicated  with all  significant  vendors and
suppliers  and  assessed  their  Year 2000  readiness  status in an  attempt  to
determine  the extent to which the Company may be vulnerable to their failure to
remediate their own Year 2000 issues.  The Company has developed  communications
materials explaining its year 2000 efforts and is continuing communications with
customers and external  groups,  including the South Carolina and Georgia Public
Service Commissions.



<PAGE>


        The Company's  revised  projected total cost of its Year 2000 efforts as
of September 1999 and the anticipated timing and breakdown of those expenditures
is as follows:

   ------------------------ -------------- ------------------ ----------------
                            Internal       Out of Pocket      Total
   ------------------------ -------------- ------------------ ----------------
                                              (Millions of  Dollars)
   Project To Date            $ 3.5          $12.0            $15.5
   Remainder of 1999             0.5             0.5              1.0
                             -------         ---------        -------
   Total                      $ 4.0          $12.5            $16.5
   ------------------------ -------------- ------------------ ----------------

        The cost of the project is based on management's  best estimates,  which
are based on assumptions  regarding  future events.  These future events include
continued availability of key resources,  third parties' Year 2000 readiness and
other factors. The cost of the project is not expected to have a material impact
on the results of operations or on the financial position or cash flows of SCANA
or  SCE&G.  The  costs of  implementing  the new  business  application  systems
referred to earlier are not included in these cost estimates.

        A failure to correct a material Year 2000 problem by the Company or by a
critical third party supplier could result in an  interruption  in, or a failure
of the Company's  ability to provide energy services.  At this time, the Company
believes  its most  reasonably  likely  worst  case  scenario  is that Year 2000
failures could lead to temporary generating capacity reductions on the Company's
electrical grid,  temporary  intermittent  interruptions in  communications  and
temporary intermittent  interruptions in gas supply from interstate suppliers or
producers.  A Year  2000  problem  of this  nature  could  result  in  temporary
interruptions  in  electric  or gas  service to  customers.  The  Company has no
historical experience with interruptions caused by this scenario. However, these
temporary  interruptions in service, if any, might be similar to weather-related
outages that the Company  encounters  from time to time in its  business  today.
Although the Company does not believe that this scenario will occur, the Company
is enhancing existing  contingency plans to ensure  preparedness and to mitigate
the long term  effect of such a  scenario.  Since  the  expected  impact of this
scenario on the Company's operations, cash flow and financial position cannot be
determined, there is no assurance that it would not be material.

        In 1998 the Company  established eight business continuity planning task
groups to develop Year 2000  business  continuity  plans.  Contingency  plans to
cover the Company's Corporate Operations,  Customer Service Operations, Electric
Generation,  Transmission and Distribution Operations,  Gas Delivery Operations,
Telecommunications  and  Emergency  Preparedness,   Information  Technology  and
Procurement  were  developed  and approved by the Company's  senior  management.
Detailed  contingency plans that were already in place to cover  weather-related
outages, computer failures and generation outages were used and/or referenced as
the basis for the Year 2000  business  continuity  plans.  These  plans  include
mitigation  strategies and emergency  response action plans to address potential
Year  2000  scenarios,   critical  system  failures  and  reliance  on  critical
suppliers.

        NERC is  coordinating  the Year 2000  efforts  of the  electric  utility
industry  in the United  States and  contingency  planning  within the  regional
electric  reliability  councils.  Coordination  in SCE&G's region is through the
Southeastern  Electric Reliability Council (SERC).  SCE&G's contingency planning
efforts  are  in  compliance  with  the  SERC  and  NERC  contingency   planning
guidelines,  which required final  contingency  plans to be complete by June 30,
1999.

        On September 8 and 9, 1999, the Company  participated in the last of two
NERC  required  contingency  planning  drills that were  intended to test backup
communications  systems and the  Company's  ability to operate the electric grid
with  manually  read data instead of  computerized  systems.  The  Company's gas
transmission and distribution  operations areas also participated in the drills.
The September drill also served as a full dress rehearsal for December 31, 1999.
The Company  employees  who  participated  in the  September  drill are the same
employees who will be on duty for December 31, 1999.  During the drill,  Company
employees  monitored company systems for potential  problems related to the date
September 9, 1999. The drills were  successful and no problems were  encountered
as a result of the September 9, 1999 date.

        In addition to NERC and SERC,  SCE&G is working with the Electric  Power
Research  Institute  (EPRI) to address the issue of overall grid reliability and
protection.  To ensure that all Year 2000 issues at its Summer  Station  nuclear
plant are addressed,  SCE&G is closely  cooperating with other utility companies
that own  nuclear  power  plants.  SCE&G and other  utilities  participating  in
workshops  sponsored  by NERC  and EPRI  continue  to share  Year  2000  project
information.






<PAGE>



                              RESULTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
                AS COMPARED TO THE CORRESPONDING PERIODS IN 1998

Earnings and Dividends

     Net income for the three and nine months ended September 30, 1999 decreased
approximately  $18.6 million and $64.1 million,  respectively,  when compared to
the corresponding  periods in 1998. These decreases were primarily due to losses
from the  Company's  entry into the Georgia  retail gas market,  the impact of a
rate reduction at SCE&G,  and milder weather.  These decreases offset a one-time
gain of approximately $5.2 million from the July 1999 sale of 28 towers owned by
SCANA  Communications,  Inc. In  addition,  net income for the nine months ended
September  30, 1998  includes a one-time,  after-tax  reduction to  depreciation
expense of approximately  $5.5 million related to a change in depreciation rates
retroactive to February 1996.  This change in  depreciation  rates resulted from
the reversal of a $257 million  shift of  depreciation  reserves  from  electric
transmission and distribution  assets to nuclear production  assets,  previously
approved in a PSC rate order in January 1996.

        Allowance  for  funds  used  during  construction  (AFC)  is  a  utility
accounting  practice  whereby a portion of the cost of both equity and  borrowed
funds  used to  finance  construction  (which is shown on the  balance  sheet as
construction  work in  progress)  is  capitalized.  Both the equity and the debt
portions of AFC are noncash items of  nonoperating  income which have the effect
of increasing  reported net income.  AFC represented  approximately 3% and 4% of
income  before  income  taxes for the nine months ended  September  30, 1999 and
1998, respectively.

        The  Company's  Board of  Directors  declared  the  following  quarterly
dividends on common stock:

------------------------------ --------------- -------------------------------
Declaration           Dividend        Record                Payment
Date                  Per Share       Date                  Date
--------------------- --------------- ----------------------------------------
February 17, 1999     38 1/2 cents    March 9, 1999         April 1, 1999
April 22, 1999        38 1/2 cents    June 9, 1999          July 1, 1999
August 18, 1999       27 1/2 cents    September 10, 1999    October 1, 1999
October 19, 1999      27 1/2 cents    December 10, 1999     January 1, 2000
---------------------- --------------- ---------------------------------------

        On February 17, 1999, the Board of Directors  adopted a new common stock
dividend  policy to bring the Company's  dividend payout ratio more in line with
that of  growth-oriented  utilities.  The  board's  action  makes the  Company's
indicated annual dividend rate on common stock $1.10 per share.

Electric Operations

        Changes in the electric operations sales margins (including transactions
with  affiliates)  for the three and nine months ended  September 30, 1999, when
compared to the corresponding periods in 1998, were as follows:

---------------------------------- -------------------------------------------
                                       Three Months            Nine Months
(Millions of Dollars)              Change    % Change       Change   % Change
---------------------------------- ----------- -------------------------------

Electric operating revenue            -           -         (9.6)     (1.0%)
Less:  Fuel used in generation      2.9         3.4%         8.6       4.0%
           Purchased power          5.6        64.5%         6.6      29.9%
---------------------------------- ----------- ------------------------------
Margin                             (8.5)       (2.8%)      (24.8)     (3.4%)
================================== =========== ==============================

        Electric  operations  sales  margins  decreased  for the  three and nine
months ended September 30, 1999, when compared to the  corresponding  periods in
1998,  primarily as a result of milder  weather in each of the three quarters to
date in 1999 and  implementation  in January 1999 of a $22.7 million annual rate
reduction ordered by the PSC. See LIQUIDITY AND CAPITAL RESOURCES.




<PAGE>


Gas Distribution

        Changes in the gas  distribution  sales  margins  for the three and nine
months ended September 30, 1999, when compared to the  corresponding  periods in
1998, were as follows:

--------------------------------------------------------------------------------
                                        Three Months            Nine Months
(Millions of Dollars)                Change    % Change      Change     % Change
--------------------------------------------------------------------------------

Gas distribution operating revenue    0.4        1.1%        (1.1)     (0.7%)
Less:  Gas purchased for resale       1.3        5.3%         0.9       0.9%
--------------------------------------------------------------------------------
Margin                               (0.9)     (7.7%))       (2.0)     (3.1%)
================================================================================

        Gas  distribution  sales  margins  for the three and nine  months  ended
September 30, 1999  decreased  from 1998 levels  primarily as a result of milder
weather.

Gas Transmission

        Changes in the gas transmission sales margins  (including  transactions
with  affiliates)  for the three and nine months ended  September 30, 1999, when
compared to the corresponding periods in 1998, were as follows:

--------------------------------------------------------------------------------
                                          Three Months         Nine Months
(Millions of Dollars)                Change     % Change    Change   % Change
--------------------------------------------------------------------------------

Gas transmission operating revenue    7.7        10.4%      (4.9)     (2.0%)
Less:  Gas purchased for resale       9.8        16.7%       0.4       0.2%
--------------------------------------------------------------------------------
Margin                               (2.1)      (14.8%)     (5.3)    (13.0%)
================================================================================

     Gas  transmission  sales  margins  for the  three  and  nine  months  ended
September 30, 1999 decreased from 1998 levels primarily as a result of increased
competitiveness of alternate fuels.

Energy Marketing

     Changes  in  the  energy  marketing  sales  margins,  operating  and  other
expenses, and net losses for the three and nine months ended September 30, 1999,
when compared to the corresponding periods in 1998, were as follows:

-------------------------------------------------------------------------------
                                          Three Months           Nine Months
(Millions of Dollars)                   Change   % Change    Change    % Change
-------------------------------------------------------------------------------

Gas and electric sales revenue          (97.1)     (0.6%)    (133.9)    (0.3%)
Less:  Gas and electricity purchased
       for resale                       (91.9)     (0.5%)    (129.6)    (0.3%)
-------------------------------------------------------------------------------
Margin                                   (5.2)     (5.8%)      (4.3)    (4.2%)
Less:  Operating and other expenses       5.8        *         28.8       *
-------------------------------------------------------------------------------
Net losses                               (11.0)      *        (33.1)      *
===============================================================================
* Greater than 100%

     Energy  marketing  sales  margins  for the  three  and  nine  months  ended
September 30, 1999  decreased  primarily as a result of negative  margins in the
Georgia retail  natural gas market.  Operating and other expenses and net losses
increased  primarily  as a result of  expenses  related  to the  entry  into the
Georgia market. See LIQUIDITY AND CAPITAL RESOURCES.

Other Operating Expenses

        Changes in other operating expenses,  including taxes, for the three and
nine months ended September 30, 1999, when compared to the corresponding periods
in 1998, were as follows:

--------------------------------------------------------------------------------
                                      Three Months           Nine Months
(Millions of Dollars)               Change   % Change     Change    % Change
--------------------------------------------------------------------------------

Other operation and maintenance       4.5      5.2%         3.0       1.2%
Depreciation and amortization         3.3      8.5%        18.6       17.4%
Income taxes                         (7.7)    (14.1%)     (21.7)     (18.5%)
Other taxes                          (0.1)    (0.2%)        1.0       1.3%
--------------------------------------------------------------------------------
Total                                  -         -          0.9       0.2%
================================================================================




<PAGE>


        Other  operation  and  maintenance  expenses  for the three months ended
September 30, 1999 increased from 1998 levels primarily as a result of increased
maintenance  costs for electric  generation  and  distribution  facilities.  The
increase in depreciation and amortization expenses for the three and nine months
ended  September 30, 1999 is due primarily to the completion of the new customer
information  system in January 1999. In addition,  depreciation  expense for the
nine months ended  September 30, 1998 reflects the  non-recurring  adjustment to
depreciation  expense  discussed  under "Earnings and Dividends." The changes in
income taxes primarily  reflect the changes in operating income. The changes in
other tax expense for the periods were not significant.

Other Income

        Other income,  net of income taxes,  for the three and nine months ended
September  30, 1999  decreased  approximately  $2.0  million and $14.6  million,
respectively,  when compared to the corresponding periods of 1998. This decrease
was  primarily  attributable  to losses from energy  marketing  activities  as a
result of the entry into new  markets,  which more than  offset the  earnings on
pension  assets  and also the gain  from  the  sale of  towers  discussed  under
"Earnings and Dividends."

Interest Expense

     Interest  expense,  excluding the debt  component of AFC, for the three and
nine months ended  September 30, 1999 increased  approximately  $2.1 million and
$11.4 million, respectively, when compared to the corresponding periods in 1998.
The increase was primarily due to the issuance of medium term notes in the third
quarter of 1998 and the issuance of First Mortgage Bonds in the first quarter of
1999 and increased borrowings of short-term debt.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

     All financial  instruments held by the Company described below are held for
purposes other than trading.

     Interest  rate  risk - The  table  below  provides  information  about  the
Company's financial instruments that are sensitive to changes in interest rates.
For debt  obligations,  the table  presents  principal  cash  flows and  related
weighted average interest rates by expected maturity dates.


<TABLE>
<CAPTION>

                               September 30, 1999
                             Expected Maturity Date
                     ------------------------------------------------- ------------------
                       (Millions of Dollars)
                                                              There-              Fair
Liabilities           1999    2000    2001    2002   2003    After    Total     Value
                     ------- ------------------------------------------------ -----------

Long-Term Debt
<S>        <C>        <C>     <C>     <C>     <C>   <C>     <C>      <C>       <C>
Fixed Rate ($)        106.7   363.5   27.5    27.5  284.4   1,264.2  2,073.8   2,119.1
Average Interest Rate  6.86    5.77   6.86    6.86   6.29      7.36     6.89
</TABLE>

     While a decrease in interest  rates would  increase the fair value of debt,
it is unlikely that events which would result in a realized loss will occur.

     On March 9, SCE&G  issued $100  million of First  Mortgage  Bonds having an
annual interest rate of 6 1/8 % and maturing on March 1, 2009.

     On June 29, 1999 the Company  issued $150 million  one-year  floating  rate
medium term notes maturing on July 14, 2000.

     In  addition,  the Company has  invested  in a  telecommunications  company
approximately  $40 million for 11.875% senior  discount notes due 2007. The fair
value of these notes  approximates  their carrying  value. An increase in market
interest  rates  would  result in a decrease  in fair value of these notes and a
corresponding adjustment, net of tax, to other comprehensive income.

     Equity price risk - Investments in telecommunications companies' marketable
equity  securities  are carried at their market value of $661.4  million.  A ten
percent  decline in market  value would result in a $66.1  million  reduction in
fair value and a  corresponding  adjustment,  net of tax effect,  to the related
equity account for unrealized  gains/losses,  a component of other comprehensive
income.




<PAGE>









                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                                FINANCIAL SECTION






<PAGE>


Item 1.  Financial Statements

                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                           CONSOLIDATED BALANCE SHEETS
                 As of September 30, 1999 and December 31, 1998
                                   (Unaudited)




                                                  September 30,  December 31,
-------------------------------------------------------------------------------
                                                      1999              1998
-------------------------------------------------------------------------------
Assets                                                 (Millions of Dollars)
Utility Plant:
    Electric                                         $4,192            $4,133
    Gas                                                 375               366
    Other                                               180               175
-------------------------------------------------------------------------------
        Total                                         4,747             4,674
    Less accumulated depreciation and amortization    1,615             1,517
-------------------------------------------------------------------------------
        Total                                         3,132             3,157
    Construction work in progress                       295               219
    Nuclear fuel, net of accumulated amortization        48                56
-------------------------------------------------------------------------------
        Utility Plant, Net                            3,475             3,432
-------------------------------------------------------------------------------

Nonutility Property and Investments, net of
  accumulated depreciation                               19                16
-------------------------------------------------------------------------------

Current Assets:
    Cash and temporary cash investments                  38                36
    Receivables                                         195               178
    Inventories (at average cost):
        Fuel                                             26                32
        Materials and supplies                           48                47
    Prepayments                                          13                 8
    Deferred income taxes                                21                21
-------------------------------------------------------------------------------
        Total Current Assets                            341               322
-------------------------------------------------------------------------------

Deferred Debits:
    Emission allowances                                  31                31
    Environmental                                        25                22
    Nuclear plant decommissioning fund                   62                56
    Pension asset, net                                  136               115
    Other regulatory assets                             177               186
    Other                                                82                66
-------------------------------------------------------------------------------
        Total Deferred Debits                           513               476
-------------------------------------------------------------------------------
            Total                                    $4,348             $4,246
===============================================================================






<PAGE>




                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                           CONSOLIDATED BALANCE SHEETS
                 As of September 30, 1999 and December 31, 1998
                                   (Unaudited)


                                                  September 30,   December 31,
--------------------------------------------------------------------------------
                                                     1999             1998
--------------------------------------------------------------------------------
Capitalization And Liabilities                         (Millions of Dollars)
Stockholders' Investment:
    Common equity                                   $1,558          $1,499
    Preferred stock (not subject to purchase or
      sinking funds)                                   106             106
--------------------------------------------------------------------------------
        Total Stockholders' Investment               1,664           1,605
Preferred Stock, net (subject to purchase or
  sinking funds)                                        11              11
SCE&G-Obligated   Mandatorily   Redeemable
  Preferred   Securities  of  SCE&G's
  Subsidiary Trust, SCE&G Trust I, holding
  solely $50 million principal amount of
  the 7.55% Junior Subordinated Debentures
  of SCE&G, due 2027                                    50              50
Long-Term Debt, net                                  1,214           1,206
--------------------------------------------------------------------------------
          Total Capitalization                       2,939           2,872
--------------------------------------------------------------------------------

Current Liabilities:
    Short-term borrowings                               80             125
    Current portion of long-term debt                  123              29
    Accounts payable                                    60              97
    Accounts payable - affiliated companies             21              23
    Customer deposits                                   16              17
    Taxes accrued                                      103              75
    Interest accrued                                    25              21
    Dividends declared                                  27              38
    Other                                               11              10
--------------------------------------------------------------------------------
          Total Current Liabilities                    466             435
--------------------------------------------------------------------------------

Deferred Credits:
    Deferred income taxes                              554             549
    Deferred investment tax credits                     96             100
    Reserve for nuclear plant decommissioning           62              56
    Postretirement benefits                             95              87
    Regulatory liabilities                              70              65
    Other                                               66              82
--------------------------------------------------------------------------------
          Total Deferred Credits                       943             939
--------------------------------------------------------------------------------
                Total                               $4,348          $4,246
================================================================================

See Notes to Consolidated Financial Statements.
















<PAGE>

<TABLE>
<CAPTION>

                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
             CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                For the Periods Ended September 30, 1999 and 1998
                                   (Unaudited)

                                                        Three Months Ended        Nine Months Ended
                                                          September 30,             September 30,
----------------------------------------------------------------- ------------ ----------- ------------
                                                        1999        1998         1999        1998
----------------------------------------------------------------- ------------ ----------- ------------
                                                      (Million of Dollars, Except Per Share Amounts)
Operating Revenues:
<S>                                                     <C>         <C>           <C>         <C>
    Electric                                            $393        $393          $ 953       $ 962
    Gas                                                   38          37            168         169
    Transit                                                -           -              1           1
----------------------------------------------------------------- ------------ ----------- ------------
        Total Operating Revenues                         431         430          1,122       1,132
----------------------------------------------------------------- ------------ ----------- ------------
Operating Expenses:
    Fuel used in electric generation                      69          68            168         164
    Purchased power (including affiliated purchases)      41          33            107          95
    Gas purchased from affiliate  for resale              27          25            105         104
    Other operation                                       62          61            173         173
    Maintenance                                           23          20             60          58
    Depreciation and amortization                         39          35            115          96
    Income taxes                                          45          52             90         110
    Other taxes                                           24          24             72          71
----------------------------------------------------------------- ------------ ----------- ------------
        Total Operating Expenses                         330         318            890         871
----------------------------------------------------------------- ------------ ----------- ------------
Operating Income                                         101         112            232         261
----------------------------------------------------------------- ------------ -----------------------

Other Income:
    Allowance for equity funds used during
      construction                                         -           2              2           5
    Other income (loss)                                    2          (1)             6          (1)
---------------------------------------------------------------- ------------ ----------- ------------
        Total Other Income                                 2           1              8           4
----------------------------------------------------------------- ------------ ----------- ------------
Income Before Interest Charges                           103         113            240          265
----------------------------------------------------------------- ------------ ----------- ------------

Interest Charges (Credits):
    Interest expense on long-term debt                    24          24             72           72
    Other interest expense                                 2           1              7            4
    Allowance for borrowed funds used during
     construction                                         (1)         (1)            (3)             (5)
--------------------------------------------------------------- ------------ ----------- ------------
        Total Interest Charges, Net                       25          24             76           71
----------------------------------------------------------------- ------------ ----------- ------------

Income Before Preferred Dividend Requirements
    On Mandatorily Redeemable Preferred Securities        78          89            164          194
Preferred Dividend Requirement of SCE&G - Obligated
    Mandatorily Redeemable Preferred Securities            1           1              3            3
----------------------------------------------------------------- ------------ ----------- ------------

Net Income                                                77          88            161          191
Preferred Stock Cash Dividends (At stated rates)           2           2              5            5
----------------------------------------------------------------- ------------ ----------- ------------
Earnings Available for Common Stock                       75          86            156          186
Retained Earnings at Beginning of Period                 500         464            491          438
Common Stock Cash Dividends Declared                     (25)        (57)
                                                                                    (97)        (131)
================================================================= ============ =========== ============
Retained Earnings at End of Period                      $550        $493           $550        $ 493
================================================================= ============ =========== ============

See Notes to Consolidated Financial Statements.
</TABLE>






<PAGE>


                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Periods Ended September 30, 1999 and 1998
                                   (Unaudited)


                                                             Nine Months Ended
                                                               September 30,
--------------------------------------------------------------------------------
                                                              1999        1998
--------------------------------------------------------------------------------

                                 (Millions of Dollars)
Cash Flows From Operating Activities:
   Net income                                                 $161         $191
      Adjustments to reconcile net income to net cash
        provided from operating activities:
          Depreciation and amortization                        115           96
          Amortization of nuclear fuel                          13           15
          Deferred income taxes, net                             8           15
          Pension asset                                        (21)         (18)
          Post retirement benefits                               8           22
          Other regulatory assets                                9           (7)
          Regulatory liabilities                                 5            4
          Allowance for funds used during construction          (5)         (10)
          Over (under) collections, fuel adjustment clause      (8)          (1)
          Changes in certain current assets and liabilities:
              (Increase) decrease in receivables                (17)        (25)
              (Increase) decrease in inventories                  5           4
              (Increase) decrease in prepayments                 (5)         (2)
              Increase (decrease) in accounts payable           (39)        (22)
              Increase (decrease) in taxes accrued               28          45
       Other, net                                               (34)          6
--------------------------------------------------------------------------------
       Net Cash Provided From Operating Activities              223         313
--------------------------------------------------------------------------------

Cash Flows From Investing Activities:
       Utility property additions and construction
         expenditures, net of AFC                              (161)       (147)
       Other property and investments                            (2)          1
--------------------------------------------------------------------------------
       Net Cash Used For Investing Activities                  (163)       (146)
--------------------------------------------------------------------------------

Cash Flows From Financing Activities:
     Proceeds:
         Issuance of First Mortgage Bonds                        99          -
     Repayments:
         Preferred stock                                          -          (1)
         First and refunding mortgage bonds                       -         (20)
         Other long-term debt                                    (9)         (4)
     Dividend payments:
         Common stock                                          (108)       (130)
         Preferred stock                                         (6)         (6)
     Short-term borrowings, net                                 (45)         20
     Fuel and emission allowance financings, net                 11         (10)
--------------------------------------------------------------------------------
     Net Cash Provided From (Used For) Financing Activities     (58)       (151)
--------------------------------------------------------------------------------

Net Decrease In Cash And Temporary Cash Investments               2          16
Cash And Temporary Cash Investments At January 1                 36           6
================================================================================
Cash And Temporary Cash Investments At September 30            $ 38        $ 22
================================================================================

Supplemental Cash Flow Information:
    Cash paid for - Interest (includes capitalized interest
                     of $3 for 1999 and $5 for 1998)           $ 73        $ 78
                           - Income taxes                        47          41

See Notes to Consolidated Financial Statements.


<PAGE>


                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999
                                   (Unaudited)

         The  following  notes should be read in  conjunction  with the Notes to
Consolidated  Financial  Statements  appearing in South Carolina  Electric & Gas
Company's  (the Company)  Annual Report on Form 10-K for the year ended December
31, 1998. These are interim  financial  statements,  and the amounts reported in
the Consolidated  Statements of Income are not necessarily indicative of amounts
expected for the year. In the opinion of management,  the information  furnished
herein  reflects all  adjustments,  all of a normal  recurring  nature except as
described in Note 2, which are necessary for a fair statement of the results for
the interim periods reported.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       A.  Basis of Accounting

       The Company  accounts for its regulated  utility  operations,  assets and
       liabilities  in accordance  with the provisions of Statement of Financial
       Accounting  Standards No. 71 (SFAS 71). The accounting  standard requires
       cost-based  rate-regulated  utilities  to  recognize  in their  financial
       statements  revenues  and  expenses in  different  time  periods  than do
       enterprises  that are not  rate-regulated.  As a result the  Company  has
       recorded,  as of September 30, 1999,  approximately  $202 million and $70
       million of regulatory  assets and  liabilities,  respectively,  including
       amounts  recorded  for  deferred  income tax assets  and  liabilities  of
       approximately  $123 million and $51 million,  respectively.  The electric
       and gas  regulatory  assets  (excluding  deferred  income tax  assets) of
       approximately  $45  million  and $33  million,  respectively,  are  being
       recovered  through  rates,  and the Public  Service  Commission  of South
       Carolina  (PSC) has approved  accelerated  recovery of  approximately  $9
       million of the electric  regulatory assets. In the future, as a result of
       deregulation or other changes in the regulatory environment,  the Company
       may no longer meet the criteria for continued  application of SFAS 71 and
       could be required  to write off its  regulatory  assets and  liabilities.
       Such an event  could  have a  material  adverse  effect on the  Company's
       results of operations  in the period that a write-off  would be required,
       but it is not  expected  that cash flows or financial  position  would be
       materially affected.

       B.  Reclassifications

       Certain amounts from prior periods have been reclassified to conform with
the 1999 presentation.

2.     RATE MATTERS

       On December 11, 1998,  the PSC issued an order  requiring  the Company to
       reduce retail  electric  rates on a prospective  basis.  The PSC acted in
       response to the Company  reporting  that it earned a 13.04 percent return
       on common equity for its retail electric operations for the twelve months
       ended  September  30,  1998.  This return on common  equity  exceeded the
       Company's  authorized  return of 12  percent  by 1.04  percent,  or $22.7
       million,  primarily  as a result of record  heat  experienced  during the
       summer.  The  order  required   prospective  rate  reductions  on  a  per
       kilowatt-hour  basis,  based on actual retail sales for the twelve months
       ended  September 30, 1998. This action will reduce future reported return
       on common equity to the PSC-authorized  level if the Company  experiences
       the same weather effect and other business  results as that of the twelve
       months ended  September 30, 1998. On January 12, 1999, the PSC denied the
       Company's motion for  reconsideration and reaffirmed the Company's return
       on equity of 12 percent. The rate reductions were placed into effect with
       the first billing cycle of January 1999.

3.  RETAINED EARNINGS

       The Restated  Articles of  Incorporation of the Company and the Indenture
       underlying  its First and Refunding  Mortgage  Bonds  contain  provisions
       that,  under  certain  circumstances,  could  limit the  payment  of cash
       dividends  on its  common  stock.  In  addition,  the  Federal  Power Act
       requires  the  appropriation  of  a  portion  of  certain  earnings  from
       hydroelectric  projects.  At  September  30,  1999,  approximately  $28.5
       million of retained  earnings were  restricted by this  requirement as to
       payment of cash dividends on common stock.





<PAGE>


4.   CONTINGENCIES

       With respect to commitments  at September 30, 1999,  reference is made to
       Note 10 of Notes to Consolidated  Financial  Statements  appearing in the
       Company's  Annual  Report on Form 10-K for the year  ended  December  31,
       1998. Contingencies at September 30, 1999 are as follows:

       A. Nuclear Insurance

       The Price-Anderson Indemnification Act, which deals with public liability
       for a nuclear  incident,  currently  establishes  the liability limit for
       third-party  claims associated with any nuclear incident at $9.7 billion.
       Each  reactor  licensee is currently  liable for up to $88.1  million per
       reactor owned for each nuclear  incident  occurring at any reactor in the
       United  States,  provided that not more than $10 million of the liability
       per reactor would be assessed per year. The Company's maximum assessment,
       based on its  two-thirds  ownership of the V. C. Summer  Nuclear  Station
       (Summer Station),  would be approximately $58.7 million per incident, but
       not more than $6.7 million per year.

        The Company  currently  maintains  policies (for itself and on behalf of
        Santee  Cooper)  with  Nuclear  Electric  Insurance  Limited  (NEIL) and
        American  Nuclear  Insurers  (ANI)  providing   combined   property  and
        decontamination  insurance  coverage  of $2  billion  for any  losses at
        Summer Station. The Company pays annual premiums and, in addition, could
        be  assessed a  retroactive  premium not to exceed five times its annual
        premium in the event of property  damage loss to any nuclear  generating
        facility  covered  under the NEIL program.  Based on the current  annual
        premium,  this  retroactive  premium  assessment  would not exceed  $6.1
        million.

            To  the  extent  that   insurable   claims  for   property   damage,
        decontamination,  repair and  replacement  and other costs and  expenses
        arising  from a nuclear  incident  at Summer  Station  exceed the policy
        limits of insurance, or to the extent such insurance becomes unavailable
        in the  future,  and to the extent  that the  Company's  rates would not
        recover the cost of any purchased  replacement  power,  the Company will
        retain the risk of loss as a self-insurer.  The Company has no reason to
        anticipate  a serious  nuclear  incident at Summer  Station.  If such an
        incident were to occur,  it could have a material  adverse impact on the
        Company's results of operations, cash flows and financial position.

        B.  Environmental

        The  Company has an  environmental  assessment  program to identify  and
        assess   current  and  former   operations   sites  that  could  require
        environmental cleanup. As site assessments are initiated,  estimates are
        made of the  expenditures,  if any, deemed  necessary to investigate and
        clean  up  each  site.   These   estimates  are  refined  as  additional
        information  becomes  available;  therefore,  actual  expenditures could
        differ significantly from the original estimates.  Amounts estimated and
        accrued to date for site  assessments  and cleanup  relate  primarily to
        regulated  operations.  Such  amounts are deferred  and  amortized  with
        recovery provided through rates. The Company has also recovered portions
        of  its  environmental  liabilities  through  settlements  with  various
        insurance  carriers.  The Company has recovered  all amounts  previously
        deferred for its electric operations. The Company expects to recover all
        deferred  amounts  related  to its  gas  operations  by  December  2002.
        Deferred  amounts,  net of amounts recovered through rates and insurance
        settlements,  totaled $24.3 million at September 30, 1999.  The deferral
        includes the estimated costs associated with the following matters.

o    In September 1992, the  Environmental  Protection Agency (EPA) notified the
     Company,  the City of Charleston  and the Charleston  Housing  Authority of
     their potential  liability for the investigation and cleanup of the Calhoun
     Park  area  site in  Charleston,  South  Carolina.  This  site  encompasses
     approximately  30 acres and includes  properties  which were  locations for
     industrial operations, including a wood preserving (creosote) plant, one of
     the Company's decommissioned  manufactured gas plants,  properties owned by
     the  National  Park  Service  and  the  City  of  Charleston,  and  private
     properties.  The site has not been placed on the National  Priorities List,
     but may be added in the future. The Potentially  Responsible Parties (PRPs)
     have  negotiated  an  administrative  order by consent for the conduct of a
     Remedial Investigation/Feasibility Study and a corresponding Scope of Work.
     Field  work  began  in  November  1993,  and the EPA  approved  a  Remedial
     Investigation  Report in February  1997 and a  Feasibility  Study Report in
     June 1998. In July 1998, the EPA approved the Company's Removal Action Work
     Plan for soil  excavation.  The Company  completed Phase One of the Removal
     Action in 1998 at a cost of approximately $1.5 million.  Phase Two includes
     excavation and installation of several


<PAGE>


     permanent  barriers  to  mitigate  coal tar  seepage.  Phase  Two  began in
November 1998, and is expected to cost  approximately $3 million.  Additionally,
the Company is  continuing  to support  overall site  development  activities by
managing  potentially  contaminated  soils removed from construction  activities
nearby.  On September  30, 1998 a Record of Decision was issued which sets forth
EPA's view of the extent of each PRP's responsibility for site contamination and
the level to which the site must be  remediated.  On  January  13,  1999 the EPA
issued a Unilateral Administrative Order which directed the Company to implement
a Remedial Design and Remedial Action Plan that would  accomplish the objectives
identified by the Record of Decision.  The Company and the EPA are continuing to
negotiate the remedial plan.

     In  October  1996  the  City of  Charleston  and the  Company  settled  all
     environmental  claims the City may have had against  the Company  involving
     the  Calhoun  Park  area for a  payment  of $26  million  over  four  years
     (1996-1999)  by the  Company to the City.  The  Company is  recovering  the
     amount of the  settlement,  which does not encompass  site  assessment  and
     cleanup  costs,  through rates in the same manner as other amounts  accrued
     for  site  assessments  and  cleanup  as  discussed  above.  As part of the
     environmental  settlement,  the  Company has agreed to  construct  an 1,100
     space parking  garage on the Calhoun Park site and to transfer the facility
     to the City in  exchange  for a 20-year  municipal  bond backed by revenues
     from the parking  garage and a mortgage on the  parking  garage.  The total
     amount of the bond is not to exceed  $16.9  million,  the maximum  expected
     project cost. The parking  garage is currently  under  construction  and is
     scheduled for completion in the spring of the year 2000.

o    The Company owns three other  decommissioned  manufactured  gas plant sites
     which  contain  residues of by-product  chemicals.  For the site located in
     Sumter,  South Carolina,  effective September 15, 1998, the Company entered
     into a Remedial Action Plan Contract with the South Carolina  Department of
     Health and  Environmental  Control  (DHEC)  pursuant  to which it agreed to
     undertake a full site  investigation and remediation under the oversight of
     DHEC. Site investigation and  characterization  are proceeding according to
     schedule.  Upon selection and successful  implementation  of a site remedy,
     DHEC will give the Company a Certificate  of Completion  and a covenant not
     to sue. The Company is continuing to investigate  the other two sites,  and
     is monitoring the nature and extent of residual contamination.

5.       SEGMENT OF BUSINESS INFORMATION

The Company's reportable segments are listed in the following table. The Company
uses operating income to measure  profitability for its Electric  Operations and
Gas  Distribution  segments.  Therefore,  net income is not  allocated  to these
segments.  Affiliate  revenue is derived from  transactions  between  reportable
segments  as well as  transactions  between  separate  legal  entities  that are
combined into the same reportable segment.  Assets for the period did not change
significantly.
<TABLE>
<CAPTION>
          Disclosure and Reconciliation of Reportable Segments

                                  Three Months Ended          Three Months Ended
(Millions of Dollars)             September 30, 1999          September 30, 1998
--------------------------------------------------------------------------------------------

                            Operating   External  Affiliate Operating  External  Affiliate
                              Income    Revenue    Revenue   Income     Revenue   Revenue

<S>                            <C>        <C>        <C>      <C>        <C>        <C>
Electric Operations            $105       $393       $63      $118       $393       $63
Gas Distribution                 (2)        38         -        (1)        37         -
---------------------------------------------------------------------------------------------
Total Reportable Segments       103       $431       $63       117       $430       $63
                                          ====       ===                 ====       ===
Elimination of Affiliates        (1)                            (1)
Non-reportable Segments          (1)                            (4)
---------------------------------------------------------------------------------------------
Consolidated Totals            $101                                      $112
                               ====                                      ====

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                      Nine Months Ended          Nine Months Ended
(Millions of Dollars)                September 30, 1999          September 30, 1998
-----------------------------------------------------------------------------------------------

                           Operating   External  Affiliate  Operating   External   Affiliate
                             Income    Revenue    Revenue    Income      Revenue    Revenue

<S>                           <C>       <C>        <C>        <C>         <C>         <C>
Electric Operations           $226      $ 953      $159       $254        $ 962       $155
Gas Distribution                13        168         -         16          169          -
--------------------------------------------------------------------- -------------------------
Total Reportable Segments      239      $1,121     $159        270       $1,131       $155
                                        ======     ====                  ======       ====
Elimination of Affiliates       (4)                             (3)
Non-reportable Segments         (3)                             (6)
--------------------------------------------------------------------- -------------------------
Consolidated Totals           $232                             $261
                              ====                             ====

</TABLE>


<PAGE>




Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations


                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
appearing in South  Carolina  Electric & Gas Company's  (SCE&G) Annual Report on
Form 10-K for the year ended December 31, 1998.

     Statements  included in this  discussion and analysis (or elsewhere in this
quarterly  report) which are not  statements of historical  fact are intended to
be, and are hereby  identified as, "forward looking  statements" for purposes of
the safe  harbor  provided  by Section  27A of the  Securities  Act of 1933,  as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
Readers  are  cautioned  that  any  such  forward-looking   statements  are  not
guarantees   of  future   performance   and   involve  a  number  of  risks  and
uncertainties,  and that  actual  results  could  differ  materially  from those
indicated by such forward-looking statements. Important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements  include,  but are not  limited  to,  the  following:  (1)  that  the
information  is of a  preliminary  nature and may be  subject to further  and/or
continuing  review  and  adjustment,  (2)  changes  in  the  utility  regulatory
environment,  including  the pace of  deregulation  of  retail  natural  gas and
electricity  markets in the United States,  (3) changes in the economy,  (4) the
impact of competition from other energy suppliers, (5) the management of SCE&G's
operations,  (6) variations in prices of natural gas and fuels used for electric
generation, (7) growth opportunities,  (8) the results of financing efforts, (9)
changes in SCE&G's accounting policies,  (10) weather conditions in areas served
by SCE&G, (11) inflation, (12) exposure to environmental issues and liabilities,
(13) changes in environmental  regulation,  (14) unsuccessful  correction of any
material Year 2000 problem or, alternatively,  unsuccessful  implementation of a
contingency plan by SCE&G and any critical third party  suppliers,  and (15) the
other risks and  uncertainties  described from time to time in SCE&G's  periodic
reports filed with the Securities and Exchange  Commission.  SCE&G disclaims any
obligation to update any forward-looking statements.

               MATERIAL CHANGES IN CAPITAL RESOURCES AND LIQUIDITY
                             SINCE DECEMBER 31, 1998

LIQUIDITY AND CAPITAL RESOURCES

       On December 11, 1998, the South Carolina Public Service  Commission (PSC)
issued an order requiring SCE&G to reduce retail electric rates on a prospective
basis.  The PSC  acted in  response  to SCE&G  reporting  that it earned a 13.04
percent  return on common  equity for its  retail  electric  operations  for the
twelve months ended  September 30, 1998.  This return on common equity  exceeded
SCE&G's  authorized  return of 12 percent  by 1.04  percent,  or $22.7  million,
primarily as a result of record-breaking heat experienced during the summer. The
order required  prospective rate reductions on a per kilowatt-hour  basis, based
on actual  retail sales for the twelve  months ended  September  30, 1998.  This
action will reduce future reported return on common equity to the PSC-authorized
level if SCE&G experiences the same weather effect and other business results as
that of the twelve months ended September 30, 1998. On January 12, 1999, the PSC
denied  SCE&G's  motion for  reconsideration  and  reaffirmed  SCE&G's return on
equity of 12 percent. The rate reductions were placed into effect with the first
billing cycle of January 1999.

       On September 14, 1999, the PSC approved an accelerated  capital  recovery
plan for SCE&G's Cope Generating Station. The plan will be implemented beginning
January 1, 2000 for a three-year period. The PSC approved an accelerated capital
recovery  methodology  wherein  SCE&G  will  increase  depreciation  of its Cope
Generating  Station  in excess of  amounts  that  would be  recorded  based upon
currently   approved   depreciation   rates.   The  amount  of  the  accelerated
depreciation  will be  determined  by SCE&G based on the level of  revenues  and
operating  expenses,  not to exceed $36 million annually without the approval of
the PSC.  Any  unused  portion  of the $36  million  in any given  year could be
carried forward for possible use in the succeeding year. The accelerated capital
recovery plan will be accomplished through existing customer rates.



<PAGE>


       On September 21, 1999,  SCE&G  announced it will build a $180 million gas
turbine generator project in Aiken County,  South Carolina.  The  combined-cycle
turbines  will  burn  natural  gas to  produce  300  megawatts  of new  electric
generation and then use the exhaust heat to replace coal-fired steam that powers
two  existing  75 megawatt  turbines at the  Urquhart  Generating  Station.  The
turbines are scheduled to be completed by June 2002.

       On October 15, 1999,  the Federal  Energy  Regulatory  Commission  (FERC)
notified  SCE&G of its agreement  with SCE&G's plan to reinforce Lake Murray Dam
in order to maintain the lake in case of an extreme  earthquake.  SCE&G and FERC
have been  discussing  possible  remediation  efforts  for the dam over the past
several years as part of SCE&G's ongoing  hydroelectric  operating  license with
FERC. Cost of the remediation  project and a schedule for  construction  will be
determined  following the expected  completion of engineering and  environmental
efforts in the first quarter of 2000.  FERC is requiring  that  engineering  and
construction on the dam be completed by the end of 2002.

        The following table summarizes how SCE&G generated funds for its utility
property  additions and construction  expenditures  during the nine months ended
September 30, 1999 and 1998:

--------------------------------------------------------------------------------
                                                       Nine Months Ended
                                                         September 30,
                                                     1999               1998
----------------------------------------------------------------- --------------
                                                        (Millions of Dollars)

Net cash provided from operating activities           $223               $313
Net cash used for financing activities                 (58)              (151)
Cash and temporary cash investments available
   at the beginning of the period                       36                  6
--------------------------------------------------------------------------------
Net cash available for utility property
  additions and construction expenditures             $201               $168
--------------------------------------------------------------------------------
Funds used for utility property additions and
  construction expenditures, net of noncash
  allowance for funds used during construction        $161               $147
--------------------------------------------------------------------------------
Funds used for (provided from) nonutility
  property additions and investments                  $ (2)               $ 1
================================================================================

        On March 9, 1999,  SCE&G  issued $100  million of First  Mortgage  Bonds
having an annual  interest  rate of 6 1/8% and maturing on March 1, 2009.  These
funds were used to reduce short-term debt.

        SCE&G  anticipates that the remainder of its 1999 cash requirements will
be met through  internally  generated  funds and the  incurrence  of  additional
short-term  and long-term  debt. The timing and amount of such  financings  will
depend upon market  conditions and other  factors.  SCE&G expects that it has or
can obtain adequate sources of financing to meet its projected cash requirements
for the next twelve months and for the foreseeable future. The ratio of earnings
to fixed charges for the twelve months ended September 30, 1999 was 3.90.

Year 2000 Issue

       The Year 2000 is an issue because many  computers,  embedded  systems and
software were originally  programmed using two digits rather than four digits to
identify the applicable  year. This may prevent them from accurately  processing
information  with dates  beyond  1999.  Because the Year 2000 issue could have a
material impact on the operations of SCE&G if not addressed, SCE&G has completed
efforts  to ensure  Year 2000  readiness.  This  means  that  critical  systems,
equipment,  applications  and business  relationships  have been  evaluated  and
should be suitable to continue into and beyond the year 2000 and that applicable
contingency plans are in place.

        In 1993,  SCE&G began the first of several  projects to replace  many of
its  business  application  systems to provide  increased  functionality  and to
improve access to business information.  Accordingly,  SCE&G has implemented new
general ledger, purchasing,  materials inventory, accounts payable, and customer
information systems.  These new systems, which comprise a significant portion of
SCE&G's application  software,  were designed to be Year 2000 compliant and have
been tested to confirm their Year 2000 readiness.

        In 1997, SCANA Corporation (SCANA), SCE&G's parent company,  established
a  Corporate  Year 2000  Project  Office  (Project  Office) to direct  Year 2000
efforts for itself and each of its  subsidiaries,  including  SCE&G.  A Steering
Committee was formed to direct the efforts of the Project  Office.  The Steering
Committee reports to the senior officers of SCANA and to its board of directors.
It is chaired by SCANA's  chief  financial  officer and is comprised of officers
representing  all operational  areas. The Project Office is staffed by nine full
time project  managers and extensive  support  personnel.  The Project Office is
responsible  for  addressing  Year 2000  issues and  coordinating  the  required
assessment and remediation efforts.


<PAGE>


        SCANA's Year 2000 efforts encompass three projects, all reporting to the
Steering Committee.  The Information Technology Project covers all mainframe and
client server application software,  infrastructure  hardware,  system software,
desktop computers and network equipment. The Embedded Systems Project covers all
microprocessors,  instruments and control devices, monitoring equipment on power
lines and in substations,  security and control devices,  telephone  systems and
certain types of meters.  The Procedures and External  Interfaces Project covers
Year 2000  procedures,  documentation  and  communications  with key  suppliers,
vendors, customers, financial institutions and governmental agencies.

        SCANA's  Year  2000  project  approach   involved  the  following:   (1)
inventorying all Year 2000 internal and external items and entities and updating
the Year 2000 Inventory  Database;  (2)  performing  risk analysis and corporate
prioritization of all inventory entries;  (3) performing detailed assessments of
all  inventory  entries to determine  Year 2000  readiness  and  establishing  a
remediation  action plan where necessary;  (4) remediating all inventory entries
assessed  as  non-compliant,   including  repairing,   replacing  or  developing
acceptable  work-arounds;  (5) testing through date simulation and comprehensive
test data;  (6)  implementation  of all  converted  systems and  equipment  into
production operations; and (7) contingency planning.

        Detailed  project  plans  were  developed  for  each  of the  Year  2000
projects.  These project plans,  work schedules and resource  requirements  were
reviewed weekly by the project  managers and monthly by the Steering  Committee.
The project plan tasks required to address SCE&G's mission  critical systems for
electric,  gas and  other  business  operations  and  address  SCE&G's  business
relationships were successfully completed.  The remaining Year 2000 project work
this year is  primarily  focused  on  change  management,  executing  mitigation
strategies  to minimize  potential  Year 2000 risks,  and  refining  contingency
plans.

     SCE&G's V. C. Summer  Nuclear  Station  reported to the Nuclear  Regulatory
Commission  (NRC) at the end of June 1999  that the  plant was Year 2000  ready.
Also  at  the  end of  June,  SCANA  reported  to the  North  American  Electric
Reliability  Council (NERC) that the Company's primary systems necessary for the
generation  and  transmission  of  electricity  were  Year 2000  ready  with two
exceptions. The first exception was associated with SCE&G's Canadys Station Unit
1 coal-fired generating plant. At the end of June, the Westinghouse  Distributed
Products  Family  (WDPF)  upgrades and Year 2000  readiness  tests at two of the
three Canadys Station Units had been completed,  however,  the same WDPF upgrade
and Year 2000 readiness test for Unit 1 had not been completed.  Canadys Station
Unit 1  generates  125 MW and  represents  less  than 3% of  SCE&G's  generating
capacity.  The second  exception was associated with SCE&G's new Spectrum Energy
Management  System  (EMS).  At the end of June,  the Year  2000  assessment  and
testing for the Spectrum System had been completed,  however, the new system was
not yet  on-line.  In  November  1999,  SCE&G  reported  to NERC that  these two
exceptions had been addressed.

        The Information Technology Project Team has completed the assessment and
code  remediation for all application  software.  These  applications  have been
tested in an  isolated  Year 2000  testing  environment.  The Year 2000  testing
environment  will be maintained  through the end of the year to test any changes
to these systems or any newly implemented applications.  Independent vendor code
verifications  were  successfully  completed for selected  systems that had been
through the Company's  remediation process.  During the second quarter of 1999 a
comprehensive Year 2000 test was successfully performed on the Company's network
equipment. All of SCE&G's desktop workstations have been replaced or upgraded to
a standard  configuration  and software release level. All completed  assessment
and  remediation  documentation  related to mission  critical  applications  and
technical infrastructure items has been reviewed and approved by the Information
Technology Audit Review Committee.

        The Embedded  Systems  Project Team,  which  included  approximately  20
engineers with prior  experience with  microprocessors,  was formed in 1998, and
detailed  assessment,  remediation and testing  procedures were developed.  This
team  worked  closely  with  each of  SCE&G's  business  units to  complete  the
assessments of critical systems and equipment and any required remediation based
on  the  corporate   prioritization   process.   All  completed  assessment  and
remediation  documentation  related to  mission  critical  systems or  equipment
involving microprocessors has been reviewed and approved by the Embedded Systems
Audit Review Committee.  Independent vendor  verifications for selected embedded
system assessments were completed during the first quarter of 1999 and confirmed
SCE&G's previous conclusions.


<PAGE>


        The  Procedures  and  External  Interfaces  Project  Team has  developed
written  documentation  and  procedures  for Year  2000  compliance  definition,
document control, inventory,  prioritization,  assessment,  remediation,  change
control,  business  continuity  planning,  and  vendor,  customer  and  supplier
communications.  This team has  communicated  with all  significant  vendors and
suppliers  and  assessed  their  Year 2000  readiness  status in an  attempt  to
determine  the  extent to which  SCE&G may be  vulnerable  to their  failure  to
remediate  their  own Year  2000  issues.  SCE&G  has  developed  communications
materials explaining its year 2000 efforts and is continuing communications with
customers and external  groups,  including the South Carolina and Georgia Public
Service Commissions.

     SCE&G's  revised  projected  total  cost of its  Year  2000  efforts  as of
September 1999 and the anticipated timing and breakdown of those expenditures is
a follows:


 ------------------------ -------------- ------------------ ----------------
                          Internal       Out of Pocket      Total
 ------------------------ -------------- ------------------ ----------------
                                            (Millions of  Dollars)
 Project To Date            $ 3.5          $11.5            $15.0
 Remainder of 1999             0.5             0.5              1.0
                           -------         ---------        -------
 Total                      $ 4.0          $12.0            $16.0
 ------------------------ -------------- ------------------ ----------------

        The cost of the project is based on management's  best estimates,  which
are based on assumptions  regarding  future events.  These future events include
continued availability of key resources,  third parties' Year 2000 readiness and
other factors. The cost of the project is not expected to have a material impact
on the  results of  operations  or on the  financial  position  or cash flows of
SCE&G. The costs of implementing the new business  application  systems referred
to earlier are not included in these cost estimates.

        A failure  to  correct a  material  Year 2000  problem  by SCE&G or by a
critical third party supplier could result in an  interruption  in, or a failure
of SCE&G's ability to provide energy services.  At this time, SCE&G believes its
most reasonably likely worst case scenario is that Year 2000 failures could lead
to  temporary   generating  capacity  reductions  on  SCE&G's  electrical  grid,
temporary   intermittent   interruptions   in   communications   and   temporary
intermittent interruptions in gas supply from interstate suppliers or producers.
A Year 2000 problem of this nature could  result in temporary  interruptions  in
electric or gas service to customers.  SCE&G has no historical  experience  with
interruptions caused by this scenario. However, these temporary interruptions in
service,  if any,  might  be  similar  to  weather-related  outages  that  SCE&G
encounters  from time to time in its  business  today.  Although  SCE&G does not
believe that this scenario will occur, SCE&G is enhancing  existing  contingency
plans to ensure  preparedness  and to  mitigate  the long term  effect of such a
scenario. Since the expected impact of this scenario on SCE&G's operations, cash
flow and financial position cannot be determined,  there is no assurance that it
would not be material.

        In 1998,  SCE&G  established  eight  business  continuity  planning task
groups to develop Year 2000  business  continuity  plans.  Contingency  plans to
cover  SCE&G's  Corporate  Operations,  Customer  Service  Operations,  Electric
Generation,  Transmission and Distribution Operations,  Gas Delivery Operations,
Telecommunications  and  Emergency  Preparedness,   Information  Technology  and
Procurement  were  developed  and  approved  by  senior   management.   Detailed
contingency plans that were already in place to cover  weather-related  outages,
computer  failures and  generation  outages were used and/or  referenced  as the
basis  for  the  Year  2000  business  continuity  plans.  These  plans  include
mitigation  strategies and emergency  response action plans to address potential
Year  2000  scenarios,  critical  system  failures,  and  reliance  on  critical
suppliers.

        NERC is  coordinating  the Year 2000  efforts  of the  electric  utility
industry  in the United  States and  contingency  planning  within the  regional
electric  reliability  councils.  Coordination  in SCE&G's region is through the
Southeastern  Electric Reliability Council (SERC).  SCE&G's contingency planning
efforts  are  in  compliance  with  the  SERC  and  NERC  contingency   planning
guidelines,  which required final  contingency  plans to be complete by June 30,
1999.

        On September 8 and 9, 1999,  SCE&G  participated in the last of two NERC
required   contingency  planning  drills  that  were  intended  to  test  backup
communications  systems and SCE&G's  ability to operate the  electric  grid with
manually read data instead of  computerized  systems.  SCE&G's gas  distribution
operations  areas also  participated  in the drills.  The  September  drill also
served as a full dress  rehearsal for December 31, 1999. The SCE&G employees who
participated  in the September  drill are the same employees who will be on duty
for December 31,  1999.  During the drill,  SCE&G  employees  monitored  company
systems for potential problems related to the date September 9, 1999. The drills
were successful and no problems were encountered as a result of the September 9,
1999 date.



<PAGE>


       In addition to NERC and SERC,  SCE&G is working with the  Electric  Power
Research  Institute  (EPRI) to address the issue of overall grid reliability and
protection.  To ensure that all Year 2000 issues at its Summer  Station  nuclear
plant are addressed,  SCE&G is closely  cooperating with other utility companies
that own  nuclear  power  plants.  SCE&G and other  utilities  participating  in
workshops  sponsored  by NERC  and EPRI  continue  to share  Year  2000  project
information.







<PAGE>



                              RESULTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
                AS COMPARED TO THE CORRESPONDING PERIODS IN 1998

Earnings and Dividends

           Net income for the three and nine  months  ended  September  30, 1999
decreased  approximately  $11.0 million and $30.3  million,  respectively,  when
compared to the corresponding  periods in 1998. The decreases were primarily due
to the impact of a rate reduction and milder  weather.  In addition,  net income
for the nine months  ended  September  30, 1998  includes a one-time,  after-tax
reduction to  depreciation  expense of  approximately  $5.5 million related to a
change in  depreciation  rates  retroactive  to  February  1996.  This change in
depreciation  rates  resulted  from  the  reversal  of a $257  million  shift of
depreciation  reserves from electric  transmission  and  distribution  assets to
nuclear  production assets,  previously  approved in a PSC rate order in January
1996.

           Allowance  for  funds  used  during  construction  (AFC) is a utility
accounting  practice  whereby a portion of the cost of both equity and  borrowed
funds  used to  finance  construction  (which is shown on the  balance  sheet as
construction  work in  progress)  is  capitalized.  Both the equity and the debt
portions of AFC are noncash items of  nonoperating  income which have the effect
of increasing  reported net income.  AFC represented  approximately 2% and 3% of
income  before  income  taxes for the nine months ended  September  30, 1999 and
1998, respectively.

           SCE&G's Board of Directors  authorized payment of dividends on common
stock held by SCANA, as follows:

-------------------- ----------------- -------------------- --------------------
Declaration          Dividend          Quarter              Payment
Date                 Amount            Ended                Date
-------------------- ----------------- -------------------- --------------------
February 17, 1999    $35.8 million     March 31, 1999       April 1, 1999
April 22, 1999       $35.8 million     June  30, 1999       July 1, 1999
August 18, 1999      $25.0 million     September 30, 1999   October 1, 1999
October 19, 1999     $25.8 million     December 31, 1999    January 1, 2000
-------------------- ----------------- -------------------- --------------------

Electric Operations

           Changes  in  the  electric   operations   sales  margins   (including
transactions  with affiliates) for the three and nine months ended September 30,
1999, when compared to the corresponding periods in 1998, were as follows:

-------------------------------------------------------------------------------
                                  Three Month Ended      Nine Months Ended
(Millions of Dollars)             Change   % Change      Change   % Change
-------------------------------------------------------------------------------

Electric operating revenue            -         -          (9.5)   (1.0%)
Less:  Fuel used in generation     1.2       1.8%           3.7     2.2%
           Purchased power         7.7      23.0%          12.2     12.9%
-------------------------------------------------------------------------------
Margin                            (8.9)     (3.0%)       (25.4)    (3.6%)
===============================================================================

           Electric  operations  sales margins  decreased for the three and nine
months ended September 30, 1999, when compared to the  corresponding  periods in
1998,  primarily as a result of milder  weather in each of the three quarters to
date in 1999 and  implementation  in January 1999 of a $22.7 million annual rate
reduction ordered by the South Carolina Public Service Commission. See LIQUIDITY
AND CAPITAL RESOURCES.

Gas Distribution

           Changes in the gas distribution  sales margins for the three and nine
months ended September 30, 1999, when compared to the  corresponding  periods in
1998, were as follows:

--------------------------------------------------------------------------------
                                  Three Months Ended     Nine Months Ended
(Millions of Dollars)             Change   % Change      Change    % Change
--------------------------------------------------------------------------------

Gas operating revenue              0.4       1.1%         (1.1)     (0.7%)
Less:  Gas purchased for resale    1.3       5.3%          0.9       0.9%
--------------------------------------------------------------------------------
Margin                            (0.9)     (7.7%)        (2.0)     (3.1%)
================================================================================




     Gas  distribution  sales  margins  for the  three  and  nine  months  ended
September 30, 1999 decreased from the corresponding periods in 1998 primarily as
a result of milder weather.

 Other Operating Expenses

     Changes in other operating  expenses,  including  taxes,  for the three and
nine months ended September 30, 1999 when compared to the corresponding  periods
in 1998, were as follows:

--------------------------------------------------------------------------------
                                  Three Months Ended      Nine Months Ended
(Millions of  Dollars)            Change   % Change       Change    % Change
--------------------------------------------------------------------------------

Other operation and maintenance    4.2       5.2%            1.6      .07%
Depreciation and amortization      3.4       9.7%          18.7      19.4%
Income taxes                      (7.1)    (13.6%)        (19.7)    (18.0%)
Other taxes                       (0.1)     (0.6%)          0.7       1.0%
--------------------------------------------------------------------------------
Total                              0.4       0.2%           1.3       0.3%
================================================================================

     Other  operation  and  maintenance  expenses  for the  three  months  ended
September 30, 1999 increased from 1998 levels primarily as a result of increased
maintenance  costs for electric  generation  and  distribution  facilities.  The
increase in depreciation and amortization expenses for the three and nine months
ended  September 30, 1999 is due primarily to the completion of the new customer
information  system in January 1999. In addition,  depreciation  expense for the
nine months ended  September 30, 1998 reflects the  non-recurring  adjustment to
depreciation  expense  discussed  under "Earnings and Dividends." The changes in
income taxes primarily  reflect the changes in operating income. The changes in
other taxes for the periods were not significant.

Other Income

     Other  income,  net of income  taxes,  for the three and nine months  ended
September  30, 1999  increased  approximately  $2.7  million  and $6.0  million,
respectively, and is primarily due to earnings on pension assets.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

     All  financial  instruments  held by  SCE&G  described  below  are held for
purposes other than trading.

     Interest  rate risk - The table below  provides  information  about SCE&G's
financial  instruments that are sensitive to changes in interest rates. For debt
obligations,  the table  presents  principal  cash  flows and  related  weighted
average interest rates by expected maturity dates.

<TABLE>
<CAPTION>

                         September 30, 1999
                       Expected Maturity Date
                       --------- --------------- ------------------------------------------------
                        (Millions of Dollars)
                                                                  There-               Fair
Liabilities             1999     2000     2001    2002     2003     After     Total     Value
                       ------- --------- --------------------------------------------------------

Long-Term Debt
<S>        <C>          <C>     <C>       <C>     <C>     <C>      <C>       <C>       <C>
Fixed Rate ($)          29.1    188.6     22.6    22.6    124.5    1,041.6   1,429.0   1,456.4
Average Interest Rate   6.56      5.89    6.72    6.72      7.56      7.56      7.29
</TABLE>

     While a decrease in interest  rates would  increase the fair value of debt,
it is unlikely that events which would result in a realized loss will occur.

     On March 9, SCE&G  issued $100  million of First  Mortgage  Bonds having an
annual interest rate of 6 1/8% and maturing on March 1, 2009.



<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

         SCANA Corporation:

         For information  regarding legal proceedings see Note 2 "Rate Matters,"
         appearing  in the  Company's  Annual  Report  on Form 10-K for the year
         ended  December  31,  1998,  and  Note 5  "Contingencies"  of  Notes to
         Consolidated Financial Statements appearing in this Quarterly Report on
         Form 10-Q.

         South Carolina Electric  & Gas Company:

         For information  regarding legal proceeding see Note 2 "Rate Matters, "
         appearing in South Carolina  Electric & Gas Company's  Annual Report on
         Form  10-K  for  the  year  ended   December  31,  1998,   and  Note  4
         "Contingencies" of Notes to Consolidated Financial Statements appearing
         in this Quarterly Report on Form 10-Q.


Item 2, 3, and 5 are not applicable

     Item 4. Submission of Matters to a Vote of Security-Holders (not applicable
for South Carolina Electric & Gas Company)

           For  information  regarding  submission  of  matters  to  a  vote  of
                security-holders,  see  Item  4 of  Part  II  Other  Information
                appearing in the Company's Quarterly Report on Form 10-Q for the
                quarter ended June 30, 1999.

Item 6.    Exhibits and Reports  on Form 8-K

         SCANA Corporation and South Carolina Electric & Gas Company:

         A.  Exhibits

                Exhibits  filed  with  this  Quarterly  Report  on Form 10-Q are
                listed in the following Exhibit Index.  Certain of such exhibits
                which  have  heretofore  been  filed  with  the  Securities  and
                Exchange  Commission  and which are  designated  by reference to
                their exhibit  numbers in prior filings are hereby  incorporated
                herein by reference and made a part hereof.

         B. Reports on Form 8-K during the third quarter 1999 were as follows:

                None




<PAGE>



                                SCANA CORPORATION


                                   SIGNATURES

       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                       SCANA CORPORATION
                                          (Registrant)




November 12, 1999              By: s/K. B. Marsh
                                   -----------------------------------------
                                   K. B. Marsh, Senior Vice President-Finance,
                                   Chief Financial Officer and Controller
                                  (Principal financial and accounting officer)




<PAGE>




                      SOUTH CAROLINA ELECTRIC & GAS COMPANY

                                   SIGNATURES

       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                               SOUTH CAROLINA ELECTRIC & GAS COMPANY
                                               (Registrant)




November  12,  1999                   By:   s/Jimmy E. Addison
                                            Jimmy E. Addison
                                            Vice President and Controller
                                            (Principal accounting officer)






<PAGE>




                                  EXHIBIT INDEX

       Applicable to
       Form 10-Q of
Exhibit
No. SCANA   SCE&G  Description
--- ----- -------------------------------------------------------------------
2.01  X     X    Agreement and Plan of Merger, dated as of February 16, 1999
                 as amended and restated as of May 10, 1999, by and among
                 Public Service Company of North Carolina, Incorporated,
                 SCANA Corporation , New Sub I, Inc. and New Sub II, Inc.
                 (Filed as Exhibit 2.1 to Registration Statement No. 333-78227)

3.01  X          Restated Articles of Incorporation of SCANA as adopted on
                 April 26, 1989 (Filed as Exhibit 3-A to Registration Statement
                 No. 33-49145)

3.02        X    Restated Articles of Incorporation of SCE&G, as adopted on
                 December 15, 1993  (Filed as Exhibit 3.01 to Registration
                 Statement No. 333-86387)

3.03  X          Articles of Amendment of SCANA, dated April 27, 1995 (Filed as
                 Exhibit 4-B to Registration Statement No. 33-62421)

3.04        X    Articles of Amendment of SCE&G, dated June 7, 1994 filed June
                 9, 1994  (Filed as Exhibit 3.02 to Registration Statement No.
                 333-86387)

3.05        X    Articles of Amendment of SCE&G, dated November 9, 1994 (Filed
                 as Exhibit 3.03 to Registration Statement No. 333-86387)

3.06        X    Articles of Amendment of SCE&G, dated December 9, 1994 (Filed
                 as Exhibit 3.04 to Registration Statement No. 333-86387)

3.07        X    Articles of Correction of SCE&G, dated January 17, 1995 (Filed
                 as Exhibit 3.05 to Registration Statement No. 333-86387)

3.08        X    Articles of Amendment of SCE&G, dated January  13, 1995 and
                 filed January 17, 1995 (Filed as Exhibit 3.06 to Registration
                 Statement No. 333-86387)

3.09        X    Articles of Amendment of SCE&G, dated March 30, 1995 (Filed as
                 Exhibit 3.07 to Registration Statement No. 333-86387)

3.10        X    Articles of Correction of SCE&G - Amendment to Statement filed
                 March 31, 1995, dated December 13, 1995 (Filed as Exhibit 3.08
                 to Registration Statement No. 333-86387)

3.11        X    Articles of Amendment of SCE&G, dated December 13, 1995 (Filed
                 as Exhibit 3.09 to Registration Statement No. 333-86387)

3.12        X    Articles of Amendment of SCE&G, dated February 18, 1997 (Filed
                 as Exhibit 3-L to Registration Statement No. 333-24919)

3.13        X    Articles of Amendment of SCE&G, dated February 21, 1997 (Filed
                 as Exhibit 3.11 to Registration Statement No. 333-86387)

3.14        X    Articles of Amendment of SCE&G, dated April 22, 1997 (Filed as
                 Exhibit 3.12 to Registration Statement No. 333-86387)

3.15        X    Articles of Amendment of SCE&G, dated April 9, 1998 (Filed as
                 Exhibit 3.13 to Registration Statement No. 333-86387)

3.16  X          By-Laws of SCANA as revised and amended on December 17, 1997
                 (Filed as Exhibit 4.01(b) to Registration Statement No.
                 333-86803)


<PAGE>



    Applicable to
     Form 10-Q of
Exhibit
No.  SCANA SCE&G  Description

3.17         X    By-Laws of SCE&G as amended and adopted on  December 17, 1997
                  (Filed as Exhibit 3.14 to Registration Statement No.333-86387)

4.01    X         Articles of Exchange of South Carolina Electric and Gas
                  Company and SCANA Corporation (Filed as Exhibit 4-A to Post-
                  Effective Amendment No. 1 to Registration Statement No.
                  2-90438)

4.02    X         Indenture dated as of November 1, 1989 to The Bank of New
                  York, Trustee (Filed as Exhibit 4-A to Registration Statement
                  No. 33-32107)

4.03    X    X    Indenture dated as of January 1, 1945, from the South Carolina
                  Power Company (the "Power Company") to Central Hanover Bank
                  and Trust Company, as Trustee, as supplemented by three
                  Supplemental Indentures dated respectively as of May 1, 1946,
                  May 1, 1947 and July 1, 1949(Filed as Exhibit 2-B to
                  Registration Statement No. 2-26459)

4.04    X    X    Fourth Supplemental Indenture dated as of April 1, 1950, to
                  Indenture referred to in Exhibit 4.03, pursuant to which SCE&G
                  assumed said Indenture (Filed as Exhibit 2-C to Registration
                  Statement No. 2-26459)

4.05    X    X    Fifth through Fifty-third Supplemental Indenture referred to
                  in Exhibit 4.03 dated as of the dates indicated below and
                  filed as exhibits to the Registration Statements whose file
                  numbers are set forth below:

                December 1, 1950    Exhibit 2-D     to Registration No. 2-26459
                July 1, 1951        Exhibit 2-E     to Registration No. 2-26459
                June 1, 1953        Exhibit 2-F     to Registration No. 2-26459
                June 1, 1955        Exhibit 2-G     to Registration No. 2-26459
                November 1, 1957    Exhibit 2-H     to Registration No. 2-26459
                September 1, 1958   Exhibit 2-I     to Registration No. 2-26459
                September 1, 1960   Exhibit 2-J     to Registration No. 2-26459
                June 1, 1961        Exhibit 2-K     to Registration No. 2-26459
                December 1, 1965    Exhibit 2-L     to Registration No. 2-26459
                June 1, 1966        Exhibit 2-M     to Registration No. 2-26459
                June 1, 1967        Exhibit 2-N     to Registration No. 2-29693
                September 1, 1968   Exhibit 4-O     to Registration No. 2-31569
                June 1, 1969        Exhibit 4-C     to Registration No. 33-38580
                December 1, 1969    Exhibit 4-O     to Registration No. 2-35388
                June 1, 1970        Exhibit 4-R     to Registration No. 2-37363
                March 1, 1971       Exhibit 2-B-17  to Registration No. 2-40324
                January 1, 1972     Exhibit 2-B     to Registration No. 33-38580
                July 1, 1974        Exhibit 2-A-19  to Registration No. 2-51291
                May 1, 1975         Exhibit 4-C     to Registration No. 33-38580
                July 1, 1975        Exhibit 2-B-21  to Registration No. 2-53908
                February 1, 1976    Exhibit 2-B-22  to Registration No. 2-55304
                December 1, 1976    Exhibit 2-B-23  to Registration No. 2-57936
                March 1, 1977       Exhibit 2-B-24  to Registration No. 2-58662



<PAGE>





      Applicable to
      Form 10-Q of
Exhibit
No.  SCANA  SCE&G  Description

             May 1, 1977          Exhibit 4-C     to Registration No. 33-38580
             February 1, 1978     Exhibit 4-C     to Registration No. 33-38580
             June 1, 1978         Exhibit 2-A-3   to Registration No. 2-61653
             April 1, 1979        Exhibit 4-C     to Registration No. 33-38580
             June 1, 1979         Exhibit 2-A-3   to Registration No. 33-38580
             April 1, 1980        Exhibit 4-C     to Registration No. 33-38580
             June 1, 1980         Exhibit 4-C     to Registration No. 33-38580
             December 1, 1980     Exhibit 4-C     to Registration No. 33-38580
             April 1, 1981        Exhibit 4-D     to Registration No. 33-49421
             June 1, 1981         Exhibit 4-D     to Registration No. 2-73321
             March 1, 1982        Exhibit 4-D     to Registration No. 33-49421
             April 15, 1982       Exhibit 4-D     to Registration No. 33-49421
             May 1, 1982          Exhibit 4-D     to Registration No. 33-49421
             December 1, 1984     Exhibit 4-D     to Registration No. 33-49421
             December 1, 1985     Exhibit 4-D     to Registration No. 33-49421
             June 1, 1986         Exhibit 4-D     to Registration No. 33-49421
             February 1, 1987     Exhibit 4-D     to Registration No. 33-49421
             September  1, 1987   Exhibit 4-D     to Registration No. 33-49421
             January 1, 1989      Exhibit 4-D     to Registration No. 33-49421
             January 1, 1991      Exhibit 4-D     to Registration No. 33-49421
             February 1, 1991     Exhibit 4-D     to Registration No. 33-49421
             July 15, 1991        Exhibit 4-D     to Registration No. 33-49421
             August 15, 1991      Exhibit 4-D     to Registration No. 33-49421
             April 1, 1993        Exhibit 4-E     to Registration No. 33-49421
             July 1, 1993         Exhibit 4-D     to Registration No. 33-57955
             May 1, 1999          Exhibit 4.04    to Registration No. 333-86387


4.06   X     X    Indenture dated as of April 1, 1993 from South Carolina
                  Electric & Gas Company to NationsBank of Georgia, National
                  Association (Filed as Exhibit 4-F to Registration Statement
                  No. 33-49421)

4.07   X     X    First Supplemental Indenture to Indenture  referred to in
                  Exhibit 4.07 dated as of June 1, 1993 (Filed as Exhibit 4-G to
                  Registration Statement No. 33-49421)

4.08   X     X    Second Supplemental Indenture to Indenture referred to in
                  Exhibit  4.07 dated as of June 15, 1993 (Filed as Exhibit 4-G
                  to Registration Statement No. 33-57955)

4.09   X     X    Trust Agreement for SCE&G Trust I (Filed as Exhibit 4-G to
                  SCE&G Form 10-K for the year ended December 31, 1997)

4.10   X     X    Certificate of Trust for SCE&G Trust I (Filed as  Exhibit 4-H
                  to SCE&G Form 10-K for the year ended December 31, 1997)

4.11   X     X    Junior Subordinated Indenture for SCE&G Trust I (Filed as
                  Exhibit 4-I to SCE&G Form 10-K for the year ended December 31,
                  1997)

4.12   X     X    Guarantee Agreement for SCE&G Trust I (Filed as Exhibit 4-J to
                  SCE&G Form 10-K for the year ended December 31, 1997)



<PAGE>



           Applicable to
                   Form 10-Q of
Exhibit
No.    SCANA   SCE&G  Description
4.13       X       X      Amended and Restated Trust Agreement for SCE&G Trust I
                          (Filed as Exhibit 4-K to SCE&G Form 10-K for the year
                          ended December 31, 1997)

10.01      X              SCANA Voluntary Deferral Plan as amended through
                          October 21, 1997 (Filed as Exhibit10.01(a) to
                          Registration Statement No. 333-86803)

10.02      X       X      Supplemental Executive Retirement Plan (Filed as
                          Exhibit 10.01(b) to Registration Statement No.
                          333-86803)

10.03      X              SCANA Supplementary Voluntary Deferral Plan as amended
                          and restated through October 21, 1997 (Filed as
                          Exhibit 10-B to SCANA Form 10-K for the year ended
                          December 31, 1997)

10.04      X              SCANA Key Executive Severance Benefits Plan as amended
                          and restated effective as of October 21, 1997 (Filed
                          as Exhibit 10.01(c) to Registration Statement No.
                         333-86803)

10.05      X              SCANA  Supplementary Key Executive  Severance
                          Benefits Plan as amended and restated effective
                          October 21, 1997 (Filed as Exhibit  10.01(d) to
                          Registration Statement No.
                          333-86803)

10.06      X              SCANA Performance Share Plan as amended and restated
                          effective January 1, 1998 (Filed as Exhibit 10.01(e)
                          to Registration Statement No. 333-86803)

10.07      X              SCANA Key Employee  Retention Plan as amended
                          and  restated  effective as of October 21, 1997
                          (Filed as  Exhibit  10-E to SCANA Form 10-K for
                          the year ended December 31, 1997)

10.08      X              Description of SCANA Whole Life Option (Filed as
                          Exhibit 10-F to SCANA Form 10-K for the year ended
                          December 31, 1991, under cover of Form SE, File No.
                          1-8809)

10.09      X              Description of SCANA Corporation Annual Incentive Plan
                          (Filed as Exhibit 10-G to SCANA Form 10-K for the year
                          ended December 31, 1991, under cover of Form SE, File
                          No. 1-8809)

27.01      X              Financial Data Schedule (Filed herewith)

27.02              X      Financial Data Schedule (Filed herewith)