AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                SCANA CORPORATION

                          Adopted on December 13, 2000


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                             ARTICLE I. SHAREHOLDERS
         Section 1. Annual Meeting.  An annual meeting of the shareholders shall
be held each  fiscal  year for the  purpose of  electing  Directors  and for the
transaction of such other business as may properly come before the meeting.  The
exact time and place of the annual  meeting  shall be determined by the Board of
Directors.
         Section 2. Special  Meetings.  Special meetings of the shareholders may
be called by the Chief  Executive  Officer,  or by the  Chairman of the Board of
Directors, or by a majority of the Board of Directors.  Business transacted at a
special  meeting  shall be confined to the  specific  purpose or purposes of the
persons  authorized to request such special meeting as set forth in this Section
and only such  purpose  or  purposes  shall be set  forth in the  notice of such
meeting.
         Section 3. Place of Meeting.  The Board of Directors  may designate any
place,  either  within or without the State of South  Carolina,  as the place of
meeting for any annual meeting or for any special meeting.
         Section 4.  Conduct of  Meetings.  Meetings  of  shareholders  shall be
presided over by the Chairman of the Board or, in the absence of the Chairman of
the Board,  the Chairman of the  Executive  Committee,  or in the absence of the
Chairman  of the  Executive  Committee,  a chairman  designated  by the Board of
Directors or, in the absence of such  designation,  by a chairman  chosen at the
meeting by the vote of a majority  in interest  of the  shareholders  present in
person or represented  by proxy and entitled to vote thereat.  The Secretary or,
in the  Secretary's  absence,  an Assistant  Secretary or, in the absence of the
Secretary  and all  Assistant  Secretaries,  a person  whom the  chairman of the
meeting shall appoint shall act as secretary of the meeting and keep a record of
the proceedings thereof.
         The  Board  of  Directors   shall  be  entitled  to  make  such  rules,
regulations  and  procedures for the conduct of meetings of  shareholders  as it
shall  deem  necessary,  appropriate  or  convenient.  Subject  to  such  rules,
regulations  and  procedures of the Board of Directors,  if any, the chairman of
the  meeting  shall  have the right  and  authority  to  prescribe  such  rules,
regulations  and  procedures and to do all such acts as, in the judgment of such
chairman, are necessary, appropriate or convenient for the proper conduct of the
meeting, including,  without limitation,  establishing (a) an agenda or order of
business for the meeting, (b) rules,  regulations and procedures for maintaining
order at the  meeting  and the  safety  of those  present,  (c)  limitations  on
participation  in such meeting to  shareholders of record of the Corporation and
their duly  authorized  and  constituted  proxies and such other  persons as the
chairman shall permit,  (d)  restrictions on entry to the meeting after the time
fixed for the  commencement  thereof,  (e)  limitations  on the time allotted to
questions or comments by participants and (f) rules,  regulations and procedures
governing  the opening and closing of the polls for  balloting and matters which
are to be voted on by ballot.  Unless and to the extent  determined by the Board
of Directors or the chairman of the meeting,  meetings of shareholders shall not
be required to be held in accordance with rules of parliamentary procedure.
         Section 5. Nominations by Shareholders and Shareholder Proposals Annual
Meeting.  Nominations  of persons for election to the Board of Directors and the
proposal of  business to be  considered  by the  shareholders  may be made at an
annual  meeting  of  shareholders  (a) by or at the  direction  of the  Board of
Directors or (b) by any  shareholder of the Corporation who was a shareholder of
record at the time of giving of notice by such shareholder  provided for in this
Section, who is entitled to vote at the meeting and who complied with the notice
procedures set forth below in this Section.
         For  nominations  or other  business to be properly  brought  before an
annual  meeting  by a  shareholder  pursuant  to  clause  (b) of  the  foregoing
paragraph  of this  Section 5, the  shareholder  must have given  timely  notice
thereof  in  writing  to the  Secretary  of the  Corporation.  To be  timely,  a
shareholder's  notice shall be delivered to and received by the Secretary at the
principal  office of the  Corporation  not less than 120 days prior to the first
anniversary  of  the  date  of the  proxy  statement  sent  to  shareholders  in
connection with the preceding year's annual meeting; provided,  however, that if
the date of the annual  meeting is  advanced  by more than 30 days or delayed by
more than 60 days  from the  anniversary  date of the  preceding  year's  annual
meeting,  notice by the  shareholder to be timely must be so delivered not later
than the  close of  business  on the  later of (i) the  120th  day prior to such
annual  meeting  or  (ii)  the  10th  day  following  the  day on  which  public
announcement of the date of such meeting is first made.
         Notwithstanding  anything  in the  second  sentence  of  the  preceding
paragraph to the contrary, if the number of directors to be elected to the Board
of Directors is increased and there is no public  announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors
made by the Corporation at least 120 days prior to the first  anniversary of the
date of the  proxy  statement  sent  to  shareholders  in  connection  with  the
preceding year's annual meeting,  a shareholder's  notice required by this Bylaw
shall also be considered  timely,  but only with respect to nominees for any new
positions created by such increase,  if it shall be delivered to and received by
the  Secretary at the  principal  office of the  Corporation  not later than the
close of  business  on the  10th day  following  the day on  which  such  public
announcement is first made by the Corporation.
         Such  shareholder's  notice  shall set forth (a) as to each person whom
the  shareholder  proposes to nominate for election or  reelection as a director
all  information  relating to such person  that is required to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act")  (including  such person's  written  consent to
being named in the proxy  statement as a nominee and to serving as a director if
elected) and a description of all  arrangements and  understandings  between the
nominating  shareholder and the nominee or any other person (naming such person)
relating to the  nomination;  (b) as to any other business that the  shareholder
proposes  to bring  before the  meeting,  a brief  description  of the  business
desired to be brought  before the  meeting,  the  reasons  for  conducting  such
business  at the  meeting and any  material  interest  in such  business of such
shareholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made; (c) as to the shareholder  giving the notice and the beneficial  owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address
of such  shareholder,  as they appear on the  Corporation's  books,  and of such
beneficial  owner  and (ii) the class  and  number of shares of the  Corporation
which  are  owned  beneficially  and of  record  by such  shareholder  and  such
beneficial owner.
         Only such persons who are nominated in accordance  with the  procedures
set forth in these Bylaws shall be eligible to serve as directors  and only such
business shall be conducted at an annual meeting of  shareholders  as shall have
been brought  before the meeting in accordance  with the procedures set forth in
this  Section.  The  chairman  of the  meeting  shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made in  accordance  with the  procedures  set forth in this Section
and, if any  proposed  nomination  or business  is not in  compliance  with this
Section, to declare that such defective proposal shall be disregarded.
         For  purposes  of  this  Section,   "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or  comparable  national  news  service,  or in a  document  mailed to all
shareholders of record.
         Section 6. Nominations at Special Meetings. Directors are to be elected
at a special  meeting  of  shareholders  only (a) if the Board of  Directors  so
determines or (b) to fill a vacancy created by the removal of a director at such
special  meeting.  Nominations of persons for election to the Board of Directors
may be made at a special  meeting of  shareholders  at which directors are to be
elected  (a) by or at the  direction  of the  Board of  Directors  or (b) by any
shareholder  of the  Corporation  who was a shareholder of record at the time of
giving  of notice  by such  shareholder  provided  for in this  Section,  who is
entitled to vote at the meeting and who complied with the notice  procedures set
forth below in this Section.
         Nominations  by a  shareholder  of persons for election to the Board of
Directors  may be  made at such a  special  meeting  of  shareholders  at  which
directors are to be elected if the  shareholder's  notice required by the fourth
paragraph  of Section 5 of Article I of these  Bylaws  shall be delivered to and
received by the  Secretary of the  Corporation  at the  principal  office of the
Corporation not earlier than the 120th day prior to such special meeting and not
later  than the  close of  business  on the  later of the 90th day prior to such
special  meeting or the 10th day following the day on which public  announcement
(as defined in Section 5 of Article I of these Bylaws) is first made of the date
of the special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting.
         Only such persons who are nominated in accordance  with the  procedures
set forth in these Bylaws shall be eligible to serve as directors  and only such
business shall be conducted at a special  meeting of  shareholders as shall have
been brought  before the meeting in accordance  with the procedures set forth in
Section 2 of this  Article I. The  chairman of the meeting  shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before the special  meeting was made in accordance  with the procedures
set forth in this Section and, if any proposed  nomination or business is not in
compliance with this Section,  to declare that such defective  proposal shall be
disregarded.
                         ARTICLE II. BOARD OF DIRECTORS
         Section 1. General Powers.  The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors.
         Section 2. Number,  Tenure and Qualifications.  The number of Directors
of the  Corporation  shall be not less  than  nine and not more  than  twenty as
determined  from time to time by the Board of Directors.  Directors  need not be
residents of the State of South  Carolina,  but each Director of the Corporation
shall at all times  during  tenure as a Director  own at least 100 shares of the
Corporation's common stock.
         Section 3. Regular  Meetings.  The Board of Directors  may provide,  by
resolution,  the time and place,  either  within or  without  the State of South
Carolina, for the holding of additional regular meetings.
         Section 4. Special Meetings. Special meetings of the Board of Directors
may be held at any time and place upon the call of the  Chairman of the Board or
of the Chief Executive Officer or by action of the Executive  Committee or Audit
Committee.
         Section 5.  Quorum.  A majority  of the  number of  Directors  fixed as
provided  in  Section 2 of this  Article  II shall  constitute  a quorum for the
transaction  of business at any meeting of the Board of  Directors,  but if less
than a quorum is present at a meeting,  a majority of the Directors  present may
adjourn the meeting from time to time without further notice.
         Section 6.  Committees.  The Board of Directors  may create one or more
committees  of the  Board  of  Directors  including  an Audit  Committee  and an
Executive  Committee,  and appoint members of the Board of Directors to serve on
them.  To the extent  specified  by the Board of  Directors  and subject to such
limitations  as  may  be  specified  by  law,  the  Corporation's   Articles  of
Incorporation or these Bylaws, such committees may exercise all of the authority
of the Board of Directors in the management of the Corporation.
         Meetings  of a  committee  may be held at any time on call of the Chief
Executive  Officer or of any member of the committee.  A majority of the members
shall constitute a quorum for all meetings.
         Section 7.  Compensation.  The Board of Directors may authorize payment
to Directors of compensation for serving as Director,  except that Directors who
are also salaried officers of the Corporation or of any affiliated company shall
not  receive  additional  compensation  for service as  Directors.  The Board of
Directors may also authorize the payment of, or reimbursement  for, all expenses
of each Director related to such Director's attendance at meetings.
                                               ARTICLE III.  OFFICERS
         Section 1. Titles.  The officers of the Corporation shall be a Chairman
of the Board, a Chief  Executive  Officer,  a Chief Operating  Officer,  a Chief
Financial  Officer,  a Treasurer,  a General Counsel,  a Secretary,  a Corporate
Compliance  Officer,  an Internal  Auditor and such other officers and assistant
officers as the Board of Directors  or the Chief  Executive  Officer  shall deem
necessary or desirable.  Any two or more offices may be held by the same person,
and an officer  may act in more than one  capacity  where  action of two or more
officers is required.
         Section  2.  Appointment  of  Officers.  The Board of  Directors  shall
appoint  the  Chairman  of the Board,  the Chief  Executive  Officer,  the Chief
Operating  Officer,  the Chief  Financial  Officer,  the Treasurer,  the General
Counsel,  the Secretary,  the Corporate Compliance Officer, the Internal Auditor
and such other officers and assistant  officers as the Board of Directors  shall
deem  necessary  or  desirable  at such time or times as the Board of  Directors
shall  determine.  In the absence of any action by the Board of  Directors,  the
Chief Executive Officer may appoint all other officers.
         Section 3. Removal.  Any officer appointed by the Board of Directors or
the Chief  Executive  Officer  may be removed by the Board of  Directors  or the
Executive  Committee,  but no other committee,  with or without cause. The Chief
Executive  Officer may remove any officer  other than the  Corporate  Compliance
Officer and the Internal Auditor.
         Section 4.  Chairman of the Board.  The  Chairman of the Board shall be
chosen by and from among the  Directors,  shall  preside at all  meetings of the
Board of  Directors  if  present,  and shall,  in  general,  perform  all duties
incident to the office of  Chairman of the Board and such other  duties as, from
time to time, may be assigned to him by the Board of Directors.
         Section  5.  Chief  Executive  Officer.  The Chief  Executive  Officer,
subject to the control of the Board of Directors, shall in general supervise and
control all of the business  and affairs of the  Corporation.  He shall,  in the
absence  of  the  Chairman  of the  Board  and  the  Chairman  of the  Executive
Committee,  preside at meetings of the Board of Directors. He may vote on behalf
of the Corporation the stock of any other  corporation  owned by the Corporation
and sign,  with the  Secretary  or any other proper  officer of the  Corporation
thereunto  authorized by the Board of Directors,  certificates for shares of the
Corporation  and any deeds,  mortgages,  bonds,  contracts or other  instruments
which the Board of Directors  has  authorized  to be  executed,  except in cases
where the signing and  execution  thereof  shall be  expressly  delegated by the
Board of  Directors  or by these  Bylaws to some  other  officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general  shall perform all duties  incident to the office of Chief  Executive
Officer and such other  duties as may be  prescribed  by the Board of  Directors
from time to time.  The Chief  Executive  Officer may delegate his  authority to
vote stock on behalf of the  Corporation and such delegation of authority may be
either general or specific.
         Section 6. Chief Operating  Officer.  The Chief Operating Officer shall
in general  perform all of the duties  incident to the office of Chief Operating
Officer and such other duties as from time to time may be assigned to him by the
Chief Executive Officer, the Chairman of the Board or the Board of Directors.
         Section 7. Chief Financial  Officer.  The Chief Financial Officer shall
in general  perform all of the duties  incident to the office of Chief Financial
Officer and such other duties as from time to time may be assigned to him by the
Chief Executive Officer, the Chairman of the Board or the Board of Directors.
         Section 8. Treasurer. The Treasurer shall in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Chief Executive Officer,  the Chairman of the
Board or the Board of Directors.
         Section  9.  General  Counsel.  The  General  Counsel  shall in general
perform all of the duties incident to the office of the General Counsel and such
other duties as from time to time may be assigned to him by the Chief  Executive
Officer, the Chairman of the Board or the Board of Directors.
         Section 10. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the  shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) authenticate records of the Corporation when such
authentication  is required;  and (c) in general  perform all duties incident to
the office of the  Secretary  and such other  duties as from time to time may be
assigned to him by the Chief Executive Officer, the Chairman of the Board or the
Board of Directors.
         Section 11.  Corporate  Compliance  Officer.  The Corporate  Compliance
Officer shall report to the Chairman of the Audit Committee and shall in general
perform all of the duties incident to the office of Corporate Compliance Officer
and such other  duties as from time to time may be  assigned to him by the Board
of Directors or the Audit Committee, but no other committee.
         Section 12. Internal Auditor.  The Internal Auditor shall report to the
Chairman of the Audit  Committee and shall in general  perform all of the duties
incident to the office of Internal Auditor and such other duties as from time to
time may be assigned to him by the Board of  Directors  or the Audit  Committee,
but no other committee.
         Section 13. Compensation. The compensation of the officers appointed by
the  Board  of  Directors  shall  be  fixed  from  time to time by the  Board of
Directors and the compensation of those appointed by the Chief Executive Officer
shall,  in the  absence of any action by the Board of  Directors,  be set by the
Chief  Executive   Officer.   No  officer  shall  be  prevented  from  receiving
compensation  by  reason  of  the  fact  that  he is  also  a  Director  of  the
Corporation.
                             ARTICLE IV. AMENDMENTS
         Except as  otherwise  provided by law,  these  Bylaws may be amended or
repealed  and new  Bylaws  may be  adopted  by the  Board  of  Directors  or the
shareholders.