SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q
                                   (Mark One)

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

                For the quarterly period ended September 30, 1998
              -----------------------------------------------------

                                       OR

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

                        For the transition period from to

                          Commission file number 1-3375

                      South Carolina Electric & Gas Company

             (Exact name of registrant as specified in its charter)

       South Carolina                               57-0248695
(State or other jurisdiction                   (I.R.S. Employer
  of incorporation or organization)              Identification No.)
                                    

    1426 Main Street, Columbia, South Carolina      29201
 ------------------------------------------------------------------
 (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code    (803)  217-9000  
                                                  -----------------------



  Former name, former address and former fiscal year, if changed
since last report.

Indicate by check mark whether the registrant (1) has 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  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X . No .

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes        .  No         .

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

     As of September  30,  1998,  there were issued and  outstanding  40,296,147
shares of the  registrant's  common  stock,  $4.50 par value,  all of which were
held, beneficially and of record, by SCANA Corporation.

<PAGE>


PAGE 2


                  SOUTH CAROLINA ELECTRIC & GAS COMPANY

                                  INDEX


PART I.  FINANCIAL INFORMATION                                            Page

   Item 1.  Financial Statements

            Consolidated Balance Sheets as of September 30, 1998
            and December 31, 1997....................................      3

            Consolidated Statements of Income and Retained Earnings
            for the Periods Ended September 30, 1998 and 1997........      5

            Consolidated Statements of Cash Flows for the Periods
            Ended September 30, 1998 and 1997........................      6

            Notes to Consolidated Financial Statements...............      7

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations.......................     11

   Item 3.  Quantitative and Qualitative Disclosure About Market Risk.     18

PART II.  OTHER INFORMATION

   Item 1.  Legal Proceedings.........................................     18

   Item 6.  Exhibits and Reports on Form 8-K..........................     18

Signatures............................................................     19

Exhibit Index.........................................................     20



2


<PAGE>


PAGE  3


                                            PART I
                                      FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
<CAPTION>

                              SOUTH CAROLINA ELECTRIC & GAS COMPANY
                                   CONSOLIDATED BALANCE SHEETS
                            As of September 30, 1998 and December 31, 1997
                                          (Unaudited)

                                                          September 30,     December 31,
                                                              1998             1997  
                                                              ----             ----
                                                              (Millions of Dollars)

<S>                                                          <C>               <C>   
ASSETS
Utility Plant:
  Electric.............................................      $4,034            $4,020
  Gas..................................................         355               353
  Other................................................          86                84
                                                             ------            ------
    Total..............................................       4,475             4,457
  Less accumulated depreciation and amortization.......       1,493             1,421
                                                             ------            ------
    Total..............................................       2,982             3,036
  Construction work in progress........................         335               221
  Nuclear fuel, net of accumulated amortization........          43                53
                                                             ------            ------
      Utility Plant, Net...............................       3,360             3,310
                                                             ------            ------

Nonutility Property and Investments, net of
  accumulated depreciation.............................          16                17
                                                             ------            ------

Current Assets:
  Cash and temporary cash investments..................          22                 6
  Receivables - customer and other.....................         190               165
  Inventories (at average cost):
    Fuel...............................................          21                23
    Materials and supplies.............................          46                48
  Prepayments..........................................          12                10
  Deferred income taxes................................          21                21
                                                             ------            ------
      Total Current Assets.............................         312               273
                                                             ------            ------

Deferred Debits:
  Emission allowances..................................          31                31
  Environmental........................................          28                32
  Nuclear plant decommissioning fund...................          54                49
  Pension asset, net...................................         100                82
  Other................................................         262               260
                                                             ------            ------
      Total Deferred Debits............................         475               454
                                                             ------            ------
                 Total.................................      $4,163            $4,054
                                                             ======            ======


See notes to consolidated financial statements.



</TABLE>




3

<PAGE>


PAGE 4

<TABLE>
<CAPTION>
                            SOUTH CAROLINA ELECTRIC & GAS COMPANY
                                 CONSOLIDATED BALANCE SHEETS
                        As of September 30, 1998 and December 31, 1997
                                         (Unaudited)

                                                          September 30,      December 31,
                                                              1998              1997
                                                              (Millions of Dollars)
<S>                                                           <C>              <C>                     )

CAPITALIZATION AND LIABILITIES
Stockholders' Investment:
  Common Equity.........................................      $1,501           $1,447
  Preferred Stock (not subject to purchase or sinking
    funds)..............................................         106              106
                                                              ------           ------
      Total Stockholders' Investment....................       1,607            1,553
Preferred Stock, net (subject to purchase or
  sinking funds)........................................          11               12
Company - Obligated Mandatorily Redeemable Preferred Securities of the Company's
  Subsidiary Trust,  SCE&G Trust I holding solely $50 million,  principal amount
  of 7.55% of Junior Subordinated Debentures of the
  Company, due 2027.....................................          50               50
Long-term debt, net.....................................       1,247            1,262
                                                              ------           ------
        Total Capitalization............................       2,915            2,877
                                                              ------           ------

Current Liabilities:
  Short-term borrowings.................................          33               13
  Current portion of long-term debt.....................          29               48
  Accounts payable......................................          43               53
  Accounts payable - affiliated companies...............          20               32
  Customer deposits.....................................          17               16
  Taxes accrued.........................................          90               45
  Interest accrued......................................          25               22
  Dividends declared....................................          58               58
  Other.................................................           7                7
                                                              ------           ------
        Total Current Liabilities.......................         322              294
                                                              ------           ------

Deferred Credits:
  Deferred income taxes.................................         554              539
  Deferred investment tax credits.......................          87               89
  Reserve for nuclear plant decommissioning.............          54               49
  Postretirement benefits...............................          83               61
  Other.................................................         148              145
                                                              ------           ------
        Total Deferred Credits..........................         926              883
                                                              ------           ------
                 Total .................................      $4,163           $4,054
                                                              ======           ======


See notes to consolidated financial statements.

</TABLE>



4


<PAGE>


PAGE  5
<TABLE>
<CAPTION>
                         SOUTH CAROLINA ELECTRIC & GAS COMPANY
                CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                     For the Periods Ended September 30, 1998 and 1997
                                     (Unaudited)


<PAGE>


                                                      Three Months Ended   Nine Months Ended
                                                        September 30,        September 30,
                                                       1998        1997      1998      1997
                                                       ----        ----      ----      ----
 <S>                                                    <C>         <C>     <C>       <C>  
                                                            (Millions of Dollars)
 OPERATING REVENUES:
    Electric..........................................  $393        $340    $  962    $  841
   Gas...............................................    37          36       169       162
   Transit...........................................     1           1         1         1
                                                       ----        ----     -----    ------
        Total Operating Revenues.....................   431         377     1,132     1,004
                                                       ----        ----     -----    ------

 OPERATING EXPENSES:
   Fuel used in electric generation..................    68          58       164       136
   Purchased power (including
     affiliated purchases)...........................    33          29        95        81
   Gas purchased from affiliate
     for resale......................................    25          26       104       101
   Other operation...................................    62          58       173       162
   Maintenance.......................................    20          15        58        49
   Depreciation and amortization.....................    35          35        96       104
   Income taxes......................................    52          41       110        85
   Other taxes.......................................    24          22        71        67
                                                       ----        ----     -----    ------
        Total Operating Expenses.....................   319         284       871       785
                                                       ----        ----     -----    ------

 OPERATING INCOME....................................   112          93       261       219
                                                       ----        ----     -----    ------
 OTHER INCOME:
   Allowance for equity funds used
     during construction.............................     2           1         5         4
   Other income (loss), net of income taxes..........    (1)          2        (1)        2
                                                       ----        ----     -----    ------
        Total Other Income...........................     1           3         4         6
                                                       ----        ----     -----    ------

 INCOME BEFORE INTEREST CHARGES......................   113          96       265       225
                                                       ----        ----     -----    ------

 INTEREST CHARGES (CREDITS):
   Interest expense on long term debt................    24          24        72        73
   Other interest expense............................     1           1         4         4
   Allowance for borrowed funds
     used during construction........................    (1)         (2)       (5)       (5)
                                                       ----        -----    -----    ------

        Total Interest Charges, net..................    24          23        71        72
                                                       ----        ----     -----    ------

INCOME BEFORE PREFERRED DIVIDEND REQUIREMENTS
  ON MANDATORILY REDEEMABLE PREFERRED
  SECURITIES                                             89          73       194       153
PREFERRED DIVIDEND REQUIREMENT OF COMPANY
  - OBLIGATED MANDATORILY REDEEMABLE
  PREFERRED SECURITIES                                    1           -         3         -
                                                       ----        ----     -----    ------

 NET INCOME..........................................    88          73       191       153
 Preferred Stock Cash Dividends
   (at stated rates).................................    (2)         (3)       (5)       (7)
                                                       ----        ----     -----    ------
 Earnings Available for Common Stock.................    86          70       186       146
 Retained Earnings at Beginning
   of Period.........................................   464         421       438       415
 Common Stock Cash Dividends
   Declared..........................................   (57)        (36)     (131)     (106)
                                                       ----        ----     -----    ------
 Retained Earnings at End of Period..................  $493        $455     $ 493    $  455
                                                       ====        ====     =====    ======

See notes to consolidated financial statements.

</TABLE>

5

<PAGE>



PAGE 6

                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Periods Ended September 30, 1998 and 1997
                                   (Unaudited)

                                                             Nine Months Ended 
                                                              September 30,
                                                            1998         1997
                                                           (Millions of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income...........................................    $ 191         $ 153
  Adjustments to reconcile net income to net cash
  provided from operating activities:
    Depreciation and amortization......................       96           105
    Amortization of nuclear fuel.......................       15            16
    Deferred income taxes, net.........................       15             3
    Pension asset......................................      (18)          (12)
    Postretirement benefits............................       22             9
    Allowance for funds used during construction.......      (10)           (9)
    Over collections, fuel adjustment clause...........       (1)           10
    Changes in certain current assets and liabilities:
      (Increase) decrease in receivables...............      (25)            4
      (Increase) decrease in inventories...............        4             3
      Increase (decrease) in accounts payable..........      (22)          (14)
      Increase (decrease) in taxes accrued.............       45            27
      Increase (decrease) in interest accrued..........        3             4
    Other, net.........................................       (2)           12
                                                           -----         -----
Net Cash Provided From Operating Activities............      313           311
                                                           -----         -----

CASH FLOWS FROM INVESTING ACTIVITIES:
  Utility property additions and construction
    expenditures, net of AFC...........................     (147)         (157)
  Nonutility property and investments..................        1            (5)
                                                           -----         -----
Net Cash Used For Investing Activities.................     (146)         (162)
                                                           -----         -----

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds:
    Equity contributions from parent...................        -            12
    Other long-term debt...............................        -             1
    Issuance of preferred stock........................        -            99
  Repayments:
    Preferred stock....................................       (1)           (3)
    First and refunding mortgage bonds.................      (20)          (15)
    Other long-term debt...............................       (4)          (10)
  Dividend payments:
    Common stock.......................................     (130)         (105)
    Preferred stock....................................       (6)           (5)
  Short-term borrowings, net...........................       20           (90)
  Fuel and emission allowance financings, net..........      (10)           (1)
                                                           -----         -----
Net Cash Used For Financing Activities.................     (151)         (117)
                                                            -----         -----
NET INCREASE IN CASH AND TEMPORARY
  CASH INVESTMENTS.....................................       16            32
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1.......        6             5
                                                           -----         -----
CASH AND TEMPORARY CASH INVESTMENTS AT SEPTEMBER 30....    $  22         $  37
                                                           =====         =====

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for - Interest (includes capitalized
                   interest of $5 for 1998 and 1997....    $  78         $  71
                - Income taxes.........................       41            51

NON-CASH INVESTING ACTIVITIES
                - City of Charleston Franchise Fee.....        -            25

See notes to consolidated financial statements.


6


<PAGE>


PAGE 7  
                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1998
                                   (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, 1997. 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, 1998,  approximately  $224 million and $62
       million of regulatory  assets and  liabilities,  respectively,  including
       amounts  recorded  for  deferred  income tax assets  and  liabilities  of
       approximately  $118 million and $52 million,  respectively.  The electric
       and gas  regulatory  assets  (excluding  deferred  income tax  assets) of
       approximately  $69  million  and $35  million,  respectively,  are  being
       recovered  through  rates,  and the Public  Service  Commission  of South
       Carolina (PSC) has approved  accelerated  recovery of  approximately  $24
       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 the write-off is recorded,  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 1998 presentation.

2.     RATE MATTERS

       On  January  9, 1996 the PSC  issued an order  granting  the  Company  an
       increase in retail electric rates of 7.34%, which was designed to produce
       additional revenues, based on a test year, of approximately $67.5 million
       annually. The increase was implemented in two phases. The first phase, an
       increase in revenues of approximately  $59.5 million annually,  or 6.47%,
       commenced in January 1996.  The second phase,  an increase in revenues of
       approximately $8.0 million annually,  or .87%, was implemented in January
       1997. The PSC authorized a return on common equity of 12.0%. The PSC also
       approved  establishment  of a Storm Damage Reserve  Account capped at $50
       million  to  be  collected   through   rates  over  a  ten-year   period.
       Additionally,  the PSC  approved  accelerated  recovery of a  significant
       portion of the Company's electric  regulatory assets (excluding  deferred
       income  tax  assets)  and  the  remaining   transition   obligation   for
       postretirement  benefits other than pensions,  changing the  amortization
       periods  to allow  recovery  by the end of the year 2000.  The  Company's
       request to shift, for rate-

7

<PAGE>


PAGE 8


       making purposes, approximately $257 million of depreciation reserves from
       transmission and  distribution  assets to nuclear  production  assets was
       also approved.  The Consumer Advocate and two other intervenors  appealed
       certain  issues in the order to the South Carolina  Circuit Court,  which
       affirmed the PSC's decisions,  and,  subsequently,  to the South Carolina
       Supreme Court. In March 1998, the Company, the PSC, the Consumer Advocate
       and one of the other  intervenors  reached an agreement that provided for
       the reversal of the shift in  depreciation  reserves and the dismissal of
       the appeal of all other issues.  The PSC also  authorized  the Company to
       adjust  depreciation  rates that had been approved in the 1996 rate order
       for  its  electric  transmission,  distribution  and  nuclear  production
       properties to eliminate the effect of the depreciation  reserve shift and
       to  retroactively  apply such  depreciation  rates to February 1996. As a
       result,  a one-time  reduction  in  depreciation  expense of $5.5 million
       after taxes was  recorded in March 1998.  The  agreement  does not affect
       retail  electric rates. In September 1998, the Supreme Court affirmed the
       Circuit  Court's  rulings  on  the  issues  contested  by  the  remaining
       intervenor.   The  Federal  Energy   Regulatory   Commission  (FERC)  had
       previously  rejected  the  transfer of  depreciation  reserves  for rates
       subject to its jurisdiction.


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, with respect to hydroelectric
       projects,  the Federal Power Act requires the  appropriation of a portion
       of certain earnings therefrom. At September 30, 1998, approximately $24.3
       million of retained  earnings were  restricted by this  requirement as to
       payment of cash dividends on common stock.


4.   CONTINGENCIES:

       With respect to commitments  at September 30, 1998,  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,
       1997. Contingencies at September 30, 1998 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 $9.9 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.



8

<PAGE>


PAGE 9

        The Company  currently  maintains  policies (for itself and on behalf of
        the PSA) with Nuclear  Electric  Insurance  Limited  (NEIL) and American
        Nuclear Insurers (ANI) providing  combined property and  decontamination
        insurance coverage of $2.0 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  assessment  and cleanup  relate  primarily  to
        regulated  operations;  such  amounts are  deferred  (approximately  $28
        million) and are being  amortized  and  recovered  through  rates over a
        five-year  period for electric  operations and an eight-year  period for
        gas operations. The deferral includes the estimated cost associated with
        the matters discussed below.


     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 the 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. A Record of Decision, 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,  has not been  issued.
          However,  in July 1998, EPA approved the Company's Removal Action Work
          Plan  for  soil  excavation.   Accordingly,  the  Company  began  soil
          excavation  for Phase One of the Removal  Action in August  1998,  and
          completed  field work in October 1998. The total cost for Phase One is
          expected to be  approximately  $1.5  million.  Phase Two will  include
          excavation and installation of several permanent  barriers to mitigate
          coal tar seepage. Phase Two is expected to begin in November 1998, and
          is  expected  to cost  approximately  $2.2  million.  The  Company  is
          continuing to investigate cost-effective cleanup methodologies.

        9

<PAGE>


        PAGE 10


           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.  Construction is expected to begin
           before the end of 1998. The total amount of the bond is not to exceed
           $16.9 million, the maximum expected project cost.

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.

10


<PAGE>


PAGE 11

     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

General

     The following  discussion  should be read in conjunction with  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
appearing in SCE&G's (the Company) Annual Report on Form 10-K for the year ended
December 31, 1997.

     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,  (3) changes in the economy in areas served by the Company, (4) the
impact of  competition  from other energy  suppliers,  (5) the management of the
Company's operations,  (6) growth opportunities for the Company, (7) the results
of financing  efforts,  (8) changes in the Company's  accounting  policies,  (9)
weather conditions in areas served by the Company, (10) inflation,  (11) changes
in  environmental  regulations  and  (12)  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, 1997

Liquidity and Capital Resources

   
     On January 9, 1996,  the PSC issued an order  which,  among  other  things,
authorized the Company to earn a return on common equity of 12.0%.  The PSC also
approved  establishment  of a Storm Damage Reserve Account capped at $50 million
to be  collected  through  rates  over  a  ten-year  period.  Additionally,  the
Company's request to shift, for ratemaking purposes,  approximately $257 million
of depreciation  reserves from  transmission and distribution  assets to nuclear
production assets was approved.  The Consumer Advocate and two other intervenors
appealed certain issues in the order to the South Carolina Circuit Court,  which
affirmed the PSC's decisions,  and, subsequently,  to the South Carolina Supreme
Court. In March 1998, the Company,  the PSC and the Consumer Advocate and one of
the other intervenors reached an agreement that provided for the reversal of the
shift in  depreciation  reserves  and the  dismissal  of the appeal of all other
issues.  The PSC also authorized the Company to adjust  depreciation  rates that
had  been  approved  in the  1996  rate  order  for its  electric  transmission,
distribution  and nuclear  production  properties to eliminate the effect of the
depreciation reserve shift and to retroactively apply such depreciation rates to
February 1996. As a result, a one-time reduction in depreciation expense of $5.5
million after taxes was recorded in March 1998.  The  agreement  does not affect
retail electric rates.  See "Results of Operations - Earnings and Dividends." In
September  1998,  the Supreme Court  affirmed the Circuit  Court's ruling on the
issues contested by the remaining  intervenor.  The FERC had previously rejected
the transfer of depreciation reserves for rates subject to its jurisdiction.
    

11

<PAGE>


PAGE 12

     The following  table  summarizes  how the Company  generated  funds for its
utility property additions and construction  expenditures during the nine months
ended September 30, 1998 and 1997:


                                                   Nine Months Ended
                                                     September 30,
                                                   1998         1997         
                                                 (Millions of Dollars)

Net cash provided from operating activities        $ 313        $ 311
Net cash used for financing activities              (151)        (117)
Cash and temporary cash investments available
  at the beginning of the period                       6            5        
-----------------------------------------------------------------------------
Net cash available for utility property
  additions and construction expenditures          $ 168        $ 199        
=============================================================================
Funds used for utility property additions
  and construction expenditures, net of
  noncash allowance for funds used during
  construction                                     $ 147        $ 157        
=============================================================================
Funds used for (provided from) nonutility
  property additions and investments                $  (1)       $   5         
===============================================================================


     On  November 2, 1998,  the Company  redeemed,  prior to  maturity,  all $30
million  principal  amount  outstanding  of its 7.25% Series First and Refunding
Mortgage Bonds due January 1, 2002.

     The Environmental  Protection Agency has proposed new regulations  relating
to nitrogen oxide emissions  which, if enacted in their present form, could have
a material adverse effect on the results of operations, cash flows and financial
position of the Company.

     SCANA  Corporation,  the Company's  parent,  and  Westvaco,  each own a 50%
interest  in Cogen  South LLC  (Cogen).  Cogen was formed to build and operate a
cogeneration   facility  at  Westvaco's  Kraft  Division  Paper  Mill  in  North
Charleston, South Carolina. Construction of the facility began in September 1996
and  it is  expected  to be  operational  by  November  30,  1998.  Construction
financing for the facility, originally estimated at $170 million, is provided to
Cogen by banks.  The  contractor  in charge  of  construction  is Black & Veatch
Construction,  Inc.  (B&V).  On  September  10,  1998,  B&V filed  suit in South
Carolina Circuit Court seeking approximately $35 million from Cogen. B&V alleges
that it incurred  construction cost overruns relating to the facility,  and that
the construction  contract provides for its recovery of these costs. In addition
to Cogen,  B&V has also named  Westvaco,  the Company and SCANA in the suit. The
Company  and the other  defendants  believe  the suit is  without  merit and are
mounting  an  appropriate  defense.  The  Company  does  not  believe  that  the
resolution  of  this  issue  will  have a  material  impact  on its  results  of
operations, cash flows or financial position.


     The Company  anticipates  that the remainder of its 1998 cash  requirements
will be met through internally  generated funds and the incurrence of additional
short-term and long-term indebtedness.  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,
1998 was 4.49.

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,  our goal is
to be Year 2000 ready.  This means that before the year 2000,  critical systems,
equipment,  applications and business relationships will have been evaluated and
should be suitable to continue into and beyond the year 2000 and that applicable
contingency plans are in place.



12

<PAGE>


PAGE 13


    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  and  accounts  payable
systems,  and is currently  implementing a new customer  information system. The
new customer  information system is being phased into production by geographical
area,  and  should be fully  implemented  by first  quarter  of 1999.  These new
systems,  which  comprise a  significant  portion of the  Company's  application
software,  are designed to be Year 2000  compliant,  and therefore  mitigate our
overall Year 2000 exposure.

    In 1997, SCANA Corporation  established a Corporate Year 2000 Project Office
(Project  Office)  to  direct  Year  2000  efforts  for  itself  and each of its
subsidiaries,  including the Company.  A Steering Committee was formed to direct
the efforts of the Project Office.  The Steering Committee reports to the senior
officers  of SCANA and the  Company  and to SCANA's  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.

    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, instrument 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.

    The  Company's  Year 2000  project  approach  involves  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.

    In the second  quarter of 1998, the  Companycompleted  the inventory and the
risk analysis and corporate  prioritization for each of the projects.  Remaining
work on each of the  projects  is  ongoing.  Each of the Year 2000  projects  is
currently on schedule to complete all phases by July 1999.

    The Information Technology Project Team has completed the assessment process
for all application software.  Most of the code remediation efforts are complete
and the code is being tested in an isolated Year 2000 testing  environment.  The
assessment of all infrastructure  items, desktop computers and network equipment
is  scheduled  to be complete  by the end of 1998.  The  Information  Technology
Project was approximately 40% complete through September 1998.

    The Embedded Systems Project Team, which includes approximately 20 engineers
with prior experience with microprocessors, was formed, and detailed assessment,
remediation  and  testing  procedures  were  developed.  This team is  currently
working  closely  with each of the  Company's  business  units to  complete  the
assessments   of  critical   systems  and  equipment   based  on  the  corporate
prioritization  process.  An Embedded  Systems  Audit Review  Committee has been
established to review all assessments for critical  systems.  As assessments are
completed,  any required remediation efforts are evaluated and implemented.  The
Embedded Systems Project was approximately 30% complete through September 1998.

13

<PAGE>


PAGE 14


    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 and supplier communications.  This team
is coordinating  communications with all significant vendors and suppliers 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  completed an
initial  survey of vendors and is currently  evaluating  the  responses to those
surveys.  The Company is also in the process of surveying  critical  third party
service  providers  to  ascertain  their Year 2000  readiness.  The  Company has
developed  communications  materials  explaining  its Year 2000  efforts and has
initiated   communications  with  significant  customers  and  external  groups,
including the South  Carolina  Public  Service  Commission.  The  Procedures and
External  Interfaces  Project was  approximately  25% complete through September
1998.

     The Company  has  projected  the total cost of its Year 2000  efforts to be
approximately $19 million.  The table below outlines the anticipated  timing and
breakdown of these expenditures:


----------------------------- ----------------------------- -------------------
                        Internal     Out of Pocket       Total

----------------------------- ----------------------------- -------------------
Project To Date         $ 2.0          $ 4.0             $ 6.0
Remaining 1998            1.0            2.0               3.0
1999                      3.0            7.0              10.0
                          ---            ---              ----          
----------------------------- ----------------------------- -------------------


     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 the
Company. 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  reduced  generating  capacity 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 our customers. We have 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, we cannot guarantee that it would not be material.

    The Company has established seven business  continuity  planning task groups
to develop Year 2000 business  continuity plans.  These task groups will develop
plans to cover the Company's Customer Service Operations,  Electric  Generation,
Transmission   and   Distribution    Operations,    Gas   Delivery   Operations,
Telecommunications,    Information   Technology,   Procurement   and   Emergency
Preparedness.  Detailed  contingency  plans  that are  already in place to cover
weather related outages,  computer  failures and generation  outages will be the
basis for our Year 2000 business  continuity  plans.  The existing plans will be
enhanced,  and  where  necessary,  new  plans  devloped  to  include  mitigation
strategies and emergency  response  action plans to address  potential Year 2000
scenarios  and  critical  system  failures.  The final  plans will also  include
mitigation strategies to address our reliance on critical third party suppliers.


14

<PAGE>


PAGE 15


    The North American Electric  Reliability Council (NERC) is coordinating Year
2000  efforts  of the  electric  utility  industry  in  the  United  States  and
contingency  planning  within  the  regional  electric   reliability   councils.
Coordination  in the  Company's  region is  through  the  Southeastern  Electric
Reliability  Council (SERC).  The Company's  contingency  planning  efforts will
comply with the SERC and NERC  contingency  planning  guidelines  which  require
draft  contingency  plans  to  be  complete  by  December  31,  1998  and  final
contingency plans to be complete by June 30, 1999.

    In addition to NERC and SERC, the Company 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,  the  Company is closely  cooperating  with other  utility
companies  that own nuclear  power plants.  The utilities are sharing  technical
nuclear plant operating and monitoring systems  information to ensure the prompt
and effective resolution of the year 2000 issue.


15

<PAGE>


PAGE 16

                      SOUTH CAROLINA ELECTRIC & GAS COMPANY
                              Results of Operations
             For the Three and Nine Months ended September 30, 1998
                As Compared to the Corresponding Periods in 1997

Earnings and Dividends


     Net income for the three and nine months ended September 30, 1998 increased
approximately  $15 million and $39 million,  respectively,  when compared to the
corresponding  periods in 1997.  Higher  electric  margins  more than offset the
impact of higher  operating  costs. 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 rates results
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.  See  "Liquidity  and  Capital
Resources."

     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  4% of income before income
taxes for the nine months ended September 30, 1998 and 1997, respectively.


     The Company'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, 1998    $36.9 million      March 31, 1998       April 1, 1998
  April 23, 1998      $37.7 million       June 30, 1998        July 1, 1998
  August 19, 1998     $56.4 million    September 30, 1998     October 1, 1998
 October 20, 1998     $36.3 million     December 31, 1998     January 1, 1998
-----------------------------     --------------     ------------------     ----

Sales Margins

     Changes in the  electric  sales  margin for the three and nine months ended
September 30, 1998, when compared to the corresponding  periods in 1997, were as
follows:


                                   Three Months             Nine Months
                                 Change     % Change     Change    % Change  
                               (Millions)              (Millions)

Electric operating revenues       $52.9        15.5      $121.4        14.5
Less:  Fuel used in electric
         generation                10.1        17.5        28.9        21.3
       Purchased power              4.9        17.1        14.2        17.6
                                  -----                  ------
Margin                            $37.9        14.9      $ 78.3        12.5  
=============================================================================

   The  electric  sales  margin  increased  for the three and nine months  ended
September 30, 1998 when compared to the corresponding  periods in 1997 primarily
as a result of more favorable weather and customer growth.



16






<PAGE>


PAGE 17

     Changes  in the gas  sales  margin  for the  three  and nine  months  ended
September 30, 1998, when compared to the corresponding  periods in 1997, were as
follows:


                                       Three Months          Nine Months
                                    Change   % Change     Change    % Change  
                                  (Millions)             (Millions)

Gas operating revenues              $1.3         3.7        $7.4        4.5
Less:  Gas purchased for resale     (0.5)       (1.8)        3.4        3.3
                                    ----                    ----
Margin                              $1.8        17.5        $4.0        6.5   
======================================= ======================================

     The gas  sales  margin  for the  three  months  ended  September  30,  1998
increased from 1997 levels primarily as a result of strong  interruptible  sales
and slightly  higher rates for those sales.  The gas sales margin  increased for
the nine months ended  September 30, 1998,  when  compared to the  corresponding
period in 1997  primarily as a result of more  favorable  weather and  increased
sales to industrial  interruptible  customers  attributable  to strong  economic
conditions in the first quarter.

 Other Operating Expenses

     Changes in other operating  expenses,  including  taxes,  for the three and
nine months ended September 30, 1998 when compared to the corresponding  periods
in 1997, were as follows:


                                      Three Months           Nine Months
                                   Change   % Change       Change   % Change  
(Millions)             (Millions)

Other operation and maintenance    $ 7.8       10.7         $19.6       9.3
Depreciation and amortization        0.5        1.5          (8.0)     (7.7)
Income taxes                        11.0       26.5          24.6      28.9
Other taxes                          1.6        7.2           3.8       5.7
                                   -----                    -----
Total                              $20.9       12.2         $40.0       8.5    
===============================================================================

     Other  operation  and  maintenance  expenses  for the three and nine months
ended  September 30, 1998  increased  from 1997 levels  primarily as a result of
increased maintenance costs for electric generation and distribution facilities,
various other electric  operating costs,  and Year 2000  remediation  costs. The
decrease in  depreciation  and  amortization  expenses 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 tax expense
reflect the changes in  operating  income.  The  increase in other taxes for the
periods primarily results from increases in property taxes.


Other Income

     Other  income,  net of income  taxes,  for the three and nine months  ended
September  30, 1998  decreased  approximately  $2.4  million  and $2.7  million,
respectively,  when compared to the corresponding periods in 1997. The decreases
are primarily attributable to lower returns on sales of property and investments
during the three months ended September 30, 1998.



17

<PAGE>


PAGE  18

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

                 With regard to the market  risk  information  disclosed  in the
                 Company's Annual Report on Form 10-K at December 31, 1997 there
                 have been no material  changes in market risk exposure  related
                 to interest rate risk.

                                     PART II
                                OTHER INFORMATION


Item 1.  Legal Proceedings

             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, 1997,  and Note 4  "Contingencies"  of
             Notes  to  Consolidated  Financial  Statements  appearing  in  this
             Quarterly Report on Form 10-Q.

Items 2, 3, 4 and 5 are not applicable.

Item 6.  Exhibits and Reports on Form 8-K

             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

                   None



18

<PAGE>


PAGE 19



                      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 13,  1998         By:  s/Jimmy E. Addison            
                                ------------------------------
                                Jimmy E. Addison
                                Vice President and Controller
                                (Chief accounting officer)


19

<PAGE>


PAGE 1
                   SOUTH CAROLINA ELECTRIC & GAS COMPANY        Sequentially
                                EXHIBIT INDEX                     Numbered
Number                                                              Pages
         2. Plan of Acquisition, Reorganization, Arrangement,
       Liquidation or Succession
       Not Applicable

    3. Articles of Incorporation and By-Laws

       A. Restated Articles of Incorporation of the
          Company as adopted on December 15, 1993
          (Exhibit 3-A to Form 10-Q for the quarter
          ended June 30, 1994, File No. 1-3375)......................   #
                B. Articles of Amendment, dated June 7, 1994,
          filed June 9, 1994 (Exhibit 3-B to Form 10-Q
          for the quarter ended June 30, 1994, File
          No. 1-3375)
       C. Articles of Amendment, dated November 9, 1994
          (Exhibit 3-C to Form 10-K for the year ended
          December 31, 1994, File No. 1-3375)........................   #
       D. Articles of Amendment, dated December 9, 1994
          (Exhibit 3-D to Form 10-K for the year ended
          December 31, 1994, File No. 1-3375)........................   #
       E. Articles of Correction, dated January 17, 1995
          (Exhibit 3-E to Form 10-K for the year ended
          December 31, 1994, File No. 1-3375)........................   #
       F. Articles of Amendment, dated January 13, 1995
          (Exhibit 3-F to Form 10-K for the year ended
          December 31, 1994, File No. 1-3375)........................   #
       G. Articles of Amendment, dated March 31, 1995
          (Exhibit 3-G to Form 10-Q for the quarter
          ended March 31, 1995, File No. 1-3375).....................   #
       H. Articles of Correction - Amendment to Statement
          filed March 31, 1995,  dated  December  13, 1995  
          (Exhibit 3-H to Form 10-K for the year ended
          December 31, 1995, File No. 1-3375)........................   #
       I. Articles of Amendment dated December 13, 1995
          (Exhibit 3-I to Form 10-K for the year ended
          December 31, 1995, File No. 1-3375)........................   #
       J. Copy of By-Laws of the Company as revised and
          amended on December 17, 1997 (Exhibit
          4-J to Form 10-K for the year ended
          December 31, 1997, File No. 1-3375)........................   #
       K. Articles of Amendment dated February 18, 1997
          (Exhibit 3-L to Registration Statement No. 333-
          24919)......................................................  #
       L. Articles of Amendment dated February 21, 1997
          (Exhibit 3-L to Form 10-Q for the quarter ended
          March 31, 1997).............................................  #
       M. Articles of Amendment dated April 22, 1997
          (Exhibit 3-M to Form 10-Q for the quarter ended
          June 30, 1997)..............................................  #

# Incorporated herein by reference as indicated.

20

<PAGE>


PAGE 2

                   SOUTH CAROLINA ELECTRIC & GAS COMPANY           Sequentially
                                EXHIBIT INDEX                        Numbered
Number                                                                 Pages
       N. Articles of Amendment dated April 9, 1998 (Exhibit 3-N
          to Form 10-Q for the quarter ended March 31, 1998)..........  #
    4. Instruments Defining the Rights of Security Holders,
         Including Indentures
       A. 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 (Exhibit 2-B to
          Registration No. 2-26459)..................................   #
       B. Fourth Supplemental Indenture dated as of April 1,
          1950, to Indenture referred to in Exhibit 4A,
          pursuant to which the Company assumed said
          Indenture (Exhibit 2-C to Registration No. 2-26459)........   #
       C. Fifth through Fifty-second Supplemental Indentures
          to Indenture referred to in Exhibit 4A dated as
          of the dates indicated below and filed as
          exhibits to the Registration Statements and
          1934 Act reports 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-Q 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 4-C 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
       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

# Incorporated herein by reference as indicated.

21

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PAGE  3
                SOUTH CAROLINA ELECTRIC & GAS COMPANY

Exhibit Index (Continued)

Number
       June 1, 1979       Exhibit 4-C 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
       D. 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)......................................  #
       E. First Supplemental Indenture to Indenture referred to
          in Exhibit 4-D dated as of June 1, 1993 (Filed as
          Exhibit 4-G to Registration Statement No. 33-49421)..........  #
       F. Second Supplemental  Indenture to Indenture referred
          to in Exhibit 4-D dated  as of June 15,  1993  (Filed 
          as  Exhibit  4-G to  Registration Statement No. 33-57955)..... #
       G. Trust  Agreement  for SCE&G Trust I (Filed as Exhibit 4-G
          to Form 10-K for the year ended December 31, 1997)............ #
       H. Certificate of Trust for SCE&G Trust I (Filed as
          Exhibit 4-H to Form 10-K for the year ended
          December 31, 1997)...........................................  #
       I. Junior Subordinated Indenture for SCE&G Trust I
          (Filed as Exhibit 4-I to Form 10-K for the year
          ended December 31, 1997).....................................  #
       J. Guarantee Agreement for SCE&G Trust I
          (Filed as Exhibit 4-J to Form 10-K for the year
          ended December 31, 1997).....................................  #
       K. Amended & Restated Trust Agreement for SCE&G
          Trust I (Filed as Exhibit 4-K to Form 10-K for the
          year ended December 31, 1997)................................  #

# Incorporated herein by reference as indicated.

22

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PAGE  4
                SOUTH CAROLINA ELECTRIC & GAS COMPANY

Exhibit Index (Continued)

Number
   10.  Material Contracts
        Not Applicable

   11.  Statement Re Computation of Per Share Earnings
        Not Applicable

   15.  Letter Re Unaudited Interim Financial Information
        Not Applicable

   18.  Letter Re Change in Accounting Principles
        Not Applicable

   19.  Report Furnished to Security Holders
        Not Applicable

   22.  Published Report Regarding Matters Submitted to
        Vote of Security Holders
        Not Applicable

   23.  Consents of Experts and Counsel
        Not Applicable

   24.  Power of Attorney
        Not Applicable

   27.  Financial Data Schedule (Filed herewith)

   99.  Additional Exhibits
        Not Applicable




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