AMENDED AND RESTATED
                                     BYLAWS
                                       OF
             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                        (Subsidiary of SCANA Corporation)

                          Adopted on February 22, 2001


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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,  or by  shareholders
holding a majority of the common stock of the Corporation.  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.
                                          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 more than twenty as determined from time to time
by the Board of  Directors or by  shareholders  holding a majority of the common
stock of the Corporation.  Directors need not be residents of the State of South
Carolina.
         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.