SCANA CORP, 10-Q, 1996-08-13

SCANA CORP
10-Q, 1996-08-13
ELECTRIC & OTHER SERVICES COMBINED

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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 June 30, 1996

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 1-8809

SCANA Corporation
(Exact name of registrant as specified in its charter)

South Carolina 57-0784499
(State or other jurisdiction of (I.R.S. Employer
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) 748-3000

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.

104,974,417 Common Shares, without par value, as of June 30, 1996

<PAGE>

SCANA CORPORATION

INDEX

PART I. FINANCIAL INFORMATION Page

Item 1. Financial Statements

Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995.................................... 3

Consolidated Statements of Income and Retained Earnings
for the Periods Ended June 30, 1996 and 1995............. 5

Consolidated Statements of Cash Flows for the Periods
Ended June 30, 1996 and 1995............................. 6

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

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings........................................ 16

Item 4. Submission of Matters to a Vote of Security-Holders...... 16

Item 6. Exhibits and Reports on Form 8-K......................... 16

Signatures........................................................ 17

Exhibit Index..................................................... 18

<PAGE>

<TABLE>

PART I
FINANCIAL INFORMATION
SCANA CORPORATION
CONSOLIDATED BALANCE SHEETS
As of June 30, 1996 and December 31, 1995
(Unaudited)
<S> <C> <C> <C>

June 30, December 31,
1996 1995
(Thousands of Dollars)
ASSETS
Utility Plant:
Electric................................................... $3,975,810 $3,539,068
Gas........................................................ 495,282 484,752
Transit.................................................... 3,824 3,768
Common..................................................... 88,060 91,616
Total.................................................... 4,562,976 4,119,204
Less accumulated depreciation and amortization............. 1,471,380 1,367,541
Total.................................................... 3,091,596 2,751,663
Construction work in progress.............................. 292,928 644,661
Nuclear fuel, net of accumulated amortization.............. 43,342 46,492
Acquisition adjustment-gas, net of accumulated
amortization............................................. 24,509 26,172
Utility Plant, Net.................................... 3,452,375 3,468,988

Nonutility Property and Investments, net of accumulated
depreciation and depletion................................. 334,108 314,207

Current Assets:
Cash and temporary cash investments........................ 32,544 16,082
Receivables................................................ 231,896 211,173
Inventories (at average cost):
Fuel..................................................... 40,812 61,499
Materials and supplies................................... 51,561 47,674
Prepayments................................................ 24,984 15,870
Accumulated deferred income taxes.......................... 19,759 20,186
Total Current Assets.................................. 401,556 372,484

Deferred Debits:
Emission allowances........................................ 30,400 28,514
Unamortized debt expense................................... 12,820 13,432
Unamortized deferred return on plant investment............ 4,246 6,369
Nuclear plant decommissioning fund......................... 39,132 36,070
Other...................................................... 331,261 294,362
Total Deferred Debits................................. 417,859 378,747
Total....................................... $4,605,898 $4,534,426

See notes to consolidated financial statements.

<PAGE>
SCANA CORPORATION
CONSOLIDATED BALANCE SHEETS
As of June 30, 1996 and December 31, 1995
<S> <C> <S> <C> <C> <C>
(Unaudited)

June 30, December 31,
1996 1995
(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
Stockholders' Investment:
Common Equity:
Common stock (without par value)......................... $1,093,497 $1,056,689
Retained earnings........................................ 528,192 497,991
Total Common Equity..................................... 1,621,689 1,554,680
Preferred Stock of Subsidiary (not subject to purchase
or sinking funds)........................................ 26,027 26,027
Total Stockholders' Investment.......................... 1,647,716 1,580,707
Preferred Stock of Subsidiary, net (subject to purchase
or sinking funds).......................................... 44,260 46,243
Long-term debt, net.......................................... 1,548,012 1,588,879
Total Capitalization.................................. 3,239,988 3,215,829

Current Liabilities:
Short-term borrowings...................................... 131,245 112,524
Current portion of long-term debt.......................... 98,202 40,983
Current portion of preferred stock......................... 2,435 2,439
Accounts payable........................................... 130,462 138,778
Customer deposits.......................................... 14,259 13,643
Taxes accrued.............................................. 40,421 66,914
Interest accrued........................................... 26,731 25,884
Dividends declared......................................... 40,337 39,056
Other...................................................... 14,093 14,625
Total Current Liabilities............................. 498,185 454,846

Deferred Credits:
Accumulated deferred income taxes.......................... 558,896 542,022
Accumulated deferred investment tax credits................ 85,897 87,719
Accumulated reserve for nuclear plant decommissioning...... 39,132 36,070
Other...................................................... 183,800 197,940
Total Deferred Credits................................ 867,725 863,751
Total....................................... $4,605,898 $4,534,426

See notes to consolidated financial statements.

<PAGE>
SCANA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Periods Ended June 30, 1996 and 1995
(Unaudited)

<S> <C> <C> <C> <C> <C>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
(Thousands of Dollars, Except Per Share Amounts)

OPERATING REVENUES:
Electric.................................. $269,380 $239,004 $531,527 $469,578
Gas....................................... 80,113 71,116 212,018 184,275
Transit................................... 893 1,016 1,803 2,043
Total Operating Revenues.............. 350,386 311,136 745,348 655,896

OPERATING EXPENSES:
Fuel used in electric generation.......... 66,697 54,273 124,131 106,124
Purchased power........................... 4,015 6,708 5,756 7,337
Gas purchased for resale.................. 54,482 44,958 140,586 110,363
Other operation........................... 57,694 57,599 113,913 113,729
Maintenance............................... 18,292 15,746 33,261 30,536
Depreciation and amortization............. 37,057 30,740 72,847 61,519
Income taxes.............................. 22,766 19,743 57,030 48,602
Other taxes............................... 22,936 20,357 45,992 41,628
Total Operating Expenses.............. 283,939 250,124 593,516 519,838

OPERATING INCOME............................ 66,447 61,012 151,832 136,058

OTHER INCOME:
Allowance for equity funds used
during construction..................... 1,601 2,455 3,306 4,923
Other income, net of income taxes......... 2,556 (15,358) 16,296 (9,530)
Total Other Income.................... 4,157 (12,903) 19,602 (4,607)

INCOME BEFORE INTEREST CHARGES AND
PREFERRED STOCK DIVIDENDS................. 70,604 48,109 171,434 131,451

INTEREST CHARGES (CREDITS):
Interest expense.......................... 32,356 33,819 64,951 67,171
Allowance for borrowed funds used
during construction..................... (1,420) (2,726) (3,369) (5,434)
Total Interest Charges, Net........... 30,936 31,093 61,582 61,737

INCOME BEFORE PREFERRED STOCK CASH
DIVIDENDS OF SUBSIDIARY................... 39,668 17,016 109,852 69,714
PREFERRED STOCK CASH DIVIDENDS OF
SUBSIDIARY (At stated rates).............. (1,368) (1,430) (2,739) (2,864)
NET INCOME.................................. 38,300 15,586 107,113 66,850
RETAINED EARNINGS AT BEGINNING OF PERIOD.... 528,470 488,788 497,991 472,371
COMMON STOCK CASH DIVIDENDS DECLARED........ (38,578) (35,127) (76,912) (69,974)
RETAINED EARNINGS AT END OF PERIOD.......... $528,192 $469,247 $528,192 $469,247

NET INCOME.................................. $ 38,300 $ 15,586 $107,113 $ 66,850
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (THOUSANDS)
(Note 1C)............................... 104,824 97,414 104,491 97,026
EARNINGS PER WEIGHTED AVERAGE SHARE
OF COMMON STOCK........................... $ .37 $ .16 $ 1.03 $ .69
CASH DIVIDENDS DECLARED PER SHARE OF
COMMON STOCK............................. $ .3675 $ .36 $ .7350 $ .72

See notes to consolidated financial statements.

<PAGE>

SCANA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Periods Ended June 30, 1996 and 1995
(Unaudited)
<S> <C> <C> <C>
Six Months Ended
June 30,
1996 1995
(Thousands of Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 107,113 $ 66,850
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation, depletion and amortization............ 92,440 112,742
Amortization of nuclear fuel........................ 7,933 9,488
Deferred income taxes, net.......................... 16,981 (4,686)
Deferred investment tax credits, net................ (1,822) (1,815)
Net regulatory asset - adoption of SFAS No. 109..... (185) (1,381)
Dividends declared on preferred stock of subsidiary. 2,739 2,864
Equity in (earnings) losses of investees............ (2,133) (1,414)
Nuclear refueling accrual........................... (2,697) 3,479
Allowance for funds used during construction........ (6,675) (10,357)
Unamortized loss on reacquired debt................. 1,436 (3,959)
Over (under) collections, fuel adjustment clauses... (443) 24,693
Early retirements................................... (5,920) (16,684)
Emission allowances, net of AFC..................... (1,885) (2,645)
Changes in certain current assets and liabilities:
(Increase) decrease in receivables................. (20,723) 9,175
(Increase) decrease in inventories................. 16,800 6,992
(Increase) decrease in prepayments................. (9,114) (2,721)
Increase (decrease) in accounts payable............ (8,316) (32,844)
Increase (decrease) in taxes accrued............... (26,493) (28,722)
Increase (decrease) in interest accrued ........... 847 716
Other, net.......................................... 17,168 (89)
Net Cash Provided From Operating Activities............. 177,051 129,682

CASH FLOWS FROM INVESTING ACTIVITIES:
Utility property additions and construction
expenditures, net of AFC............................ (102,332) (142,890)
Sale of interest in oil and gas properties............ 42,554 -
Increase in other property and investments............ (92,972) (62,178)
Net Cash Used For Investing Activities.................. (152,750) (205,068)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds:
Issuance of First Mortgage Bonds.................... - 99,583
Issuance of notes and loans......................... 60,000 60,000
Issuance of other long-term debt.................... 30,720 64,254
Issuance of common stock............................ 37,083 32,910
Repayments:
First and Refunding Mortgage Bonds.................. (22,000) (48,779)
Redemption of notes................................. (61,912) (58,864)
Preferred stock..................................... (1,987) (2,094)
Dividend payments:
Common stock........................................ (75,638) (68,731)
Preferred stock of subsidiary....................... (2,747) (2,906)
Short-term borrowings, net............................ 18,721 (3,637)
Fuel and emission allowance financings, net........... 9,921 3,935
Net Cash Provided From (Used For) Financing Activities.. (7,839) 75,671
NET INCREASE (DECREASE) IN CASH AND
TEMPORARY CASH INVESTMENTS............................ 16,462 285
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1........ 16,082 12,938
CASH AND TEMPORARY CASH INVESTMENTS AT JUNE 30.......... $ 32,544 $ 13,223

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for - Interest (includes capitalized
interest of $3,369 and $5,434)....... $ 62,791 $ 65,583
- Income taxes.......................... 40,337 45,501

See notes to consolidated financial statements.

</TABLE>

<PAGE>
SCANA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)

The following notes should be read in conjunction with the
Notes to Consolidated Financial Statements appearing in SCANA
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995. These are interim financial statements and,
because of temperature variations between seasons of the year,
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, which
are necessary for a fair statement of the results for the interim
periods reported.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

A. Principles of Consolidation

The accounts of SCANA Corporation and its wholly owned
subsidiaries (Company) are consolidated in the accompanying
Consolidated Financial Statements. Certain investments are
reported using the equity method of accounting. Significant
intercompany balances and transactions have been eliminated
in consolidation in compliance with Statement of Financial
Accounting Standards No. 71 "Accounting for the Effects of
Certain Types of Regulation" which provides that profits on
intercompany sales to regulated affiliates are not
eliminated if the sales price is reasonable and the future
recovery of the sales price through the rate making process
is probable.

B. Basis of Accounting

The Company prepares its financial statements in accordance
with the provisions of Statement of Financial Accounting
Standards No. 71 (SFAS 71), "Accounting for the Effects of
Certain Types of Regulation." The accounting standard
allows cost-based rate-regulated utilities, such as the
Company, 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 June 30, 1996, approximately $240 million
and $60 million of regulatory assets and liabilities,
respectively, including amounts recorded for accumulated
deferred income tax assets and liabilities of approximately
$86 million and $60 million, respectively. The electric
regulatory assets of approximately $130 million (excluding
accumulated deferred income tax assets) are being recovered
through rates and, as discussed in Note 2, the Public
Service Commission of South Carolina (PSC) has approved
accelerated recovery of approximately $71 million of these
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 would 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.

C. Stock Split

On April 27, 1995, the Company's Board of Directors approved
a two-for-one split of the Company's Common Stock effective
at the close of business May 11, 1995. The weighted average
number of common shares outstanding, earnings per weighted
average share of common stock and cash dividends declared
per share of common stock have been restated to reflect the
stock split for the prior period reported.

D. Reclassifications

Certain amounts from prior periods have been reclassified to
conform with the 1996 presentation.

<PAGE>

2.RATE MATTERS:

With respect to rate matters at June 30, 1996, reference is
made to Note 2 of Notes to Consolidated Financial Statements
in The Company's Annual Report on Form 10-K for the year
ended December 31, 1995. On July 10, 1995 SCE&G filed an
application with the PSC for an increase in retail electric
rates. On January 9, 1996 the PSC issued an order granting
SCE&G an increase of 7.34% which will produce additional
revenues of approximately $67.5 million annually. The
increase is being implemented in two phases. The first
phase, an increase in revenues of approximately $59.5
million annually based on a test year, or 6.47%, commenced
on January 15, 1996. The second phase will be implemented
in January 1997 and will produce additional revenues of
approximately $8.0 million annually, or .87% more than
current rates. 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 and collected
through rates over a ten-year period. Additionally, the PSC
approved accelerated recovery of a significant portion of
SCE&G's electric regulatory assets (excluding accumulated
deferred income tax assets) and the transition obligation
for postretirement benefits other than pensions, changing
the amortization periods to allow recovery by the end of the
year 2000. SCE&G's request to shift approximately $257
million of depreciation reserves from transmission and
distribution assets to nuclear production assets was also
approved.

3. RETAINED EARNINGS:

The Restated Articles of Incorporation of the Company do not
limit the dividends that may be payable on its common stock.
However, the Restated Articles of Incorporation of SCE&G and
the Indenture underlying certain of its bond issues contain
provisions that may limit the payment of cash dividends on
common stock. In addition, with respect to hydroelectric
projects, the Federal Power Act may require the
appropriation of a portion of the earnings therefrom. At
June 30, 1996 approximately $15.1 million of SCE&G's
retained earnings were restricted as to payment of cash
dividends on common stock.

4. COMMITMENTS AND CONTINGENCIES:

With respect to commitments at June 30, 1996, 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, 1995. No significant
changes have occurred with respect to those matters as
reported therein, except with regard to the Calhoun Park
area site discussed in Note 4B below.

Contingencies at June 30, 1996 are as follows:

A. Nuclear Insurance

The Price-Anderson Indemnification Act, which deals with the
Company's public liability for a nuclear incident, currently
establishes the liability limit for third-party claims
associated with any nuclear incident at $8.9 billion. Each
reactor licensee is currently liable for up to $79.3 million
per reactor owned for each nuclear incident occurring at any
reactor in the United States, provided that not more than
$10 million of the liability per reactor would be assessed
per year. SCE&G's maximum assessment, based on its two-
thirds ownership of Summer Station, would be
approximately $52.9 million per incident but not more than
$6.7 million per year.

SCE&G currently maintains policies (for itself and on behalf
of the PSA) with American Nuclear Insurers (ANI) and Nuclear
Electric Insurance Limited (NEIL) providing combined
property and decontamination insurance coverage of $1.9
billion for any losses at Summer Station. SCE&G pays annual
premiums and, in addition, could be assessed a retroactive
premium assessment not to exceed 7 1/2 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 $8.7 million.

<PAGE>

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

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 cost, if any, to
investigate and clean up each site. These estimates are
refined as additional information becomes available;
therefore, actual expenditures could differ significantly
from original estimates. Amounts estimated and accrued to
date for site assessments and cleanup relate primarily to
regulated operations; such amounts are deferred
(approximately $16 million) and are being amortized and
recovered through rates over a ten-year period for electric
operations and an eight-year period for gas operations. The
deferral includes the costs estimated to be associated with
the matters discussed in the following paragraphs.

SCE&G, the Company's principal subsidiary, owns four
decommissioned manufactured gas plant sites which contain
residues of by-product chemicals. SCE&G maintains an active
review of the sites to monitor the nature and extent of the
residual contamination.

In September 1992 the Environmental Protection Agency (EPA)
notified SCE&G, the City of Charleston and the Charleston
Housing Authority of their potential liability for the
investigation and cleanup of the Calhoun Park area site in
Charleston, South Carolina. This site originally
encompassed approximately 18 acres and included properties
which were the locations for industrial operations,
including a wood preserving (creosote) plant and one of
SCE&G's decommissioned manufactured gas plants. The
original scope of this investigation has been expanded to
approximately 30 acres, including adjacent properties owned
by the National Park Service and the City of Charleston, and
private properties. The site has not been placed on the
National Priority List, but may be added before cleanup is
initiated. The potentially responsible parties (PRP) have
agreed with the EPA to participate in an innovative approach
to site investigation and cleanup called "Superfund
Accelerated Cleanup Model," allowing the pre-cleanup site
investigation process to be compressed significantly. The
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 a draft Remedial Investigation report was
submitted to the EPA in February 1995. SCE&G is currently
resolving the comments of the EPA and other regulatory
agencies related to the draft.

SCE&G is also working with the City of Charleston to
investigate possible contamination which may have migrated
to the City's aquarium site from the manufactured gas plant.
In 1994 the City of Charleston notified SCE&G that it
considers SCE&G to be responsible for a projected $43.5
million increase in costs of the aquarium project
attributable to delays resulting from contamination of the
Calhoun Park area site. In May 1996 the City of Charleston
and the Company agreed to settle all environmental claims
the City may have against the Company involving the Calhoun
Park area for a payment of $26 million over four years by
the Company to the City. The settlement was executed by the
City of Charleston and the Company on August 7, 1996 along
with a 30-year electric franchise agreement. The amount of
the settlement will be recovered through rates in the same
manner as other amounts accrued for site assessments and
cleanup as discussed above. The Company does not expect the
settlement to have a material impact on the Company's
financial position or results of operations.

<PAGE>

C. SCANA Communications, Inc. Guarantee

A percentage of the projected annual revenues for the years
1996-2003 of certain fiber optic routes of a joint venture
between SCANA Communications, Inc. (SCI), formerly MPX
Systems, Inc., and a subsidiary of ITC Holding Company,
Inc., a Georgia-based telecommunications holding company,
has been guaranteed by SCI. The amount of such guarantee
over the remaining portion of the eight-year period net of
$27.2 million for revenue contracts obtained by the joint
venture, is approximately $16.3 million.

<PAGE>

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

General

Competition

The electric utility industry has begun a major transition
that could lead to expanded market competition and less regulatory
protection. Future deregulation of electric wholesale and retail
markets will create opportunities to compete for new and existing
customers and markets. As a result, profit margins and asset
values of some utilities could be adversely affected. The pace of
deregulation, the future market price of electricity, and the
regulatory actions which may be taken by the PSC and the Federal
Energy Regulatory Commission (FERC) in response to the changing
environment cannot be predicted. However, recent FERC actions will
likely accelerate competition among electric utilities by providing
for wholesale transmission access. In April, 1996 the FERC issued
Order 888, which addresses open access to transmission lines and
stranded cost recovery. Order 888 requires utilities under FERC
jurisdiction that own, control or operate transmission lines to
file nondiscriminatory open access tariffs that offer to others the
same transmission service they provide themselves. The FERC has also
permitted utilities to seek recovery of wholesale stranded costs from
departing customers by direct assignment. Approximately 5%
of the Company's electric revenues is under FERC jurisdiction.

The Company is aggressively pursuing actions to position
itself strategically for the transformed environment. To enhance
its flexibility and responsiveness to change, the Company's
electric and gas utility, SCE&G, operates Strategic Business Units.
Maintaining a competitive cost structure is of paramount importance
in the utility's strategic plan. SCE&G has undertaken a variety of
initiatives, including reductions in operation and maintenance
costs and in staffing levels. In January 1996 the PSC approved (as
discussed under "Liquidity and Capital Resources") the accelerated
recovery of SCE&G's electric regulatory assets and the shift of
depreciation reserves from transmission and distribution assets to
nuclear production assets. In May 1996 the FERC approved SCE&G's
application establishing open access transmission tariffs and
requesting authorization to sell bulk power to wholesale customers
at market-based rates. The FERC also approved SCANA Energy
Marketing's (SEM) application to become a power marketer. That
designation will allow SEM, a subsidiary of the Company and a
natural gas marketer, to buy and sell large blocks of electric
capacity in wholesale markets. The Company believes that these
actions as well as numerous others that have been and will be taken
demonstrate its ability and commitment to succeed in the new
operating environment to come.

Regulated public utilities are allowed to record as assets
some costs that would be expensed by other enterprises. If
deregulation or other changes in the regulatory environment occur,
the Company may no longer be eligible to apply this accounting
treatment and may be required to eliminate such regulatory assets
from its balance sheet. Such an event could have a material
adverse effect on the Company's results of operations in the period
the write-off is recorded. The Company reported approximately $240
million and $60 million of regulatory assets and liabilities,
respectively, including amounts recorded for accumulated deferred
income tax assets and liabilities of approximately $86 million and
$60 million, respectively, on its balance sheet at June 30, 1996.

Material Changes in Capital Resources and Liquidity
From December 31, 1995 to June 30, 1996

Liquidity and Capital Resources

The cash requirements of the Company arise primarily from
SCE&G's operational needs, the Company's construction program and
the need to fund the activities or investments of the Company's
nonregulated subsidiaries. The ability of the Company's regulated
subsidiaries to replace existing plant investment, as well as to
expand to meet future demands for electricity and gas, will depend
upon their ability to attract the necessary financial capital on
reasonable terms. The Company's regulated subsidiaries recover the
costs of providing services through rates charged to customers.
Rates for regulated services are generally based on historical
costs. As customer growth and inflation occur and the regulated
subsidiaries expand their construction programs, it is necessary to
seek increases in rates. As a result, the Company's financial
position and results of operations are affected by the regulated
subsidiaries' ability to obtain adequate and timely rate relief and
in the future will be dependent on the Company's ability to compete
in a deregulated environment (See Competition).

<PAGE>

On July 10, 1995 SCE&G filed an application with the PSC
for an increase in retail electric rates. On January 9, 1996 the
PSC issued an order granting SCE&G an increase of 7.34% which will
produce additional revenues of approximately $67.5 million
annually. The increase is being implemented in two phases. The
first phase, an increase in revenues of approximately $59.5 million
annually based on a test year, or 6.47%, commenced on January 15,
1996. The second phase will be implemented in January 1997 and
will produce additional revenues of approximately $8.0 million
annually, or .87% more than current rates. 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 and collected through rates over a ten-year period.
Additionally, the PSC approved accelerated recovery of a
significant portion of SCE&G's electric regulatory assets
(excluding accumulated 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. SCE&G's request to shift
approximately $257 million of depreciation reserves from
transmission and distribution assets to nuclear production assets
was also approved.

The following table summarizes how the Company generated funds
for its property acquisitions and utility property additions and
construction expenditures during the six months ended June 30, 1996
and 1995:

Six Months Ended
June 30,
1996 1995
(Thousands of Dollars)

Net cash provided from operating activities $177,051 $129,682
Net cash provided from (used for)
financing activities (7,839) 75,671
Cash provided from sale of oil and
gas properties 42,554 -
Cash and temporary cash investments available
at the beginning of the period 16,082 12,938

Net cash available for property acquisitions
and utility property additions and
construction expenditures $227,848 $218,291

Funds used for utility property additions
and construction expenditures, net of
noncash allowance for funds used during
construction $102,332 $142,890

Funds used for nonutility property
additions $ 12,357 $ 11,474

On January 13, 1995 the Company closed a $60 million unsecured
bank loan due January 12, 1996, and used the proceeds to pay off
loans in a like total amount. In January 1996 the Company
refinanced the loan with unsecured bank loans totaling $60 million
due January 10, 1997 at initial interest rates between 5.684% and
5.730%, subject to reset quarterly at LIBOR plus a spread of nine
to fifteen basis points.

On August 7, 1996 the City of Charleston executed 30-year
electric and gas franchise agreements with SCE&G. In consideration
for the electric franchise agreement, the City will receive from
SCE&G $25 million paid over seven years and SCE&G will donate to
the City the existing transit assets in Charleston. The City has
also agreed to settle environmental claims it may have against
SCE&G involving the Calhoun Park area, where SCE&G and its
predecessor companies operated a manufactured gas plant until the
1960's. SCE&G will pay the City $26 million over a four-year
period to settle all claims. As part of the environmental
settlement, SCE&G has agreed to construct an 1100 space parking
garage on the Calhoun Park site and to transfer the facility to the
City in exchange for a 20-year municipal bond backed by revenues
from the parking garage and a mortgage on the parking garage. The
total amount of the bond is not to exceed $16.9 million, the
maximum expected project cost. SCE&G will contribute up to
$500,000 per year to the City to defray the cost of underground
wiring or other nonstandard service projects within scenic or
historic districts of the City, which amounts will be matched by
city funds. The City has agreed to limit such projects to those
which can be paid for out of a combined pool of funds created by
SCE&G's and the City's contributions. It is anticipated that the
Company's payments for underground wiring/nonstandard service will
be treated as investments in the electric distribution rate base by
the Company's regulators.

<PAGE>

The Company and Westvaco Corporation have formed a limited
liability company, Cogen South LLC, which will build and operate a
$170 million cogeneration facility at Westvaco's Kraft Division
Paper Mill in North Charleston, S. C. The facility will provide
industrial process steam for the Westvaco paper mill and shaft
horsepower to enable SCE&G to generate up to 99 megawatts of
electricity. Construction financing is being provided to Cogen
South LLC by banks. In addition to the cogeneration partnership,
Westvaco has entered into a 20-year contract with SCE&G for all
its electricity requirements at SCE&G's standard industrial rate.
Construction of the plant is scheduled to begin in August 1996 and
the plant is expected to be operational in the fall of 1998.

SCANA Communications, Inc., (SCI) a wholly owned subsidiary of
SCANA, through a joint venture with a subsidiary of ITC Holding
Company, Inc., a Georgia-based telecommunications holding company,
has constructed a fiber optic network through Texas, Louisiana,
Mississippi, Alabama and Georgia. The network, which cost
approximately $70 million, consists of more than 900 miles of fiber
optic lines. SCI holds an approximate 17% interest in InterCel,
Inc. (InterCel), a publicly traded telecommunications company
providing services in Georgia, Alabama and Maine. On March 6, 1996
InterCel entered into a definitive agreement with GTE Mobilnet
Incorporated (GTE) to purchase GTE's PCS license for the Atlanta
MTA. Closing of the InterCel purchase occurred on June 28, 1996.
InterCel financed the purchase principally through a private
placement of convertible preferred stock. SCI purchased $75
million of a series of InterCel non-voting preferred stock that is
convertible to InterCel common stock after four years.

SCANA Petroleum Resources, Inc. (SPR) and Fina Oil and
Chemical Company (Fina) are parties to a joint exploration and
development agreement providing for the exclusive oil and gas
development rights on approximately 183,000 acres of onshore lands
owned by Fina in Terrebonne and LaFourche Parishes in southern
Louisiana. SPR and Fina are continuing an extensive 3-D seismic
acquisition program on the property. Fina is the operator of the
multi-million dollar seismic program, which is financed and owned
on a 50-50 basis between the companies. SPR's participation in the
seismic and drilling activity is financed largely with internal
cash flows from the existing SPR operations. Drilling activities
are expected to begin during the fourth quarter of 1996.

On April 22, 1996, SPR closed a $46.7 million sale of
substantially all of its oil and gas properties in the state of
Oklahoma to ONEOK Resources Company, a subsidiary of ONEOK, Inc.
Under the full cost method of accounting, the sale resulted in an
adjustment of the Company's oil and gas reserves and associated
costs and did not result in any gain or loss. There was no
material affect on SPR's cost per barrel equivalent of reserves.
Following the sale, over 95 percent of its remaining reserves are
located on properties in East Texas, Louisiana, Mississippi and
other onshore and offshore Gulf Coast areas. SPR 's long-term
operating strategy will be focused on these areas.

The Company anticipates that the remainder of its 1996 cash
requirements will be met through internally generated funds, the
sales of additional equity securities and medium-term notes and the
incurrence of additional short-term and long-term indebtedness.
The timing and amount of such financing will depend upon market
conditions and other factors.

The ratio of earnings to fixed charges for the twelve months
ended June 30, 1996 was 3.51.

The Company expects that it has or can obtain adequate sources
of financing to meet its cash requirements for the next twelve
months and for the foreseeable future.

SCANA CORPORATION
Results of Operations
For the Three and Six Months Ended June 30, 1996
As Compared to the Corresponding Periods in 1995

Earnings and Dividends

Net income for the three and six months ended June 30, 1996
increased approximately $22.7 million and $40.3 million,
respectively, when compared to the corresponding periods in 1995.
The primary factors accounting for the improved earnings
performance were higher electric margins and improved earnings at
SPR which more than offset increases in operating expenses. SPR's
net income for the three and six months ended June 30, 1996
increased by approximately $21.3 million and $27.4 million,
respectively, when compared to the corresponding periods in 1995.
A non-recurring after-tax gain of $5.7 million reported by SCI as
a result of the business combination of Powertel PCS Partners and
Intercel, Inc. in February 1996 is included in reported net income
for the six months ended June 30, 1996.

Allowance for funds used during construction (AFC) is a
utility accounting practice whereby a portion of the cost of both
equity and borrowed funds used to finance construction (which is
shown on the balance sheet as construction work in progress) is
capitalized. Both the equity and the debt portions of AFC are
noncash items of nonoperating income which have the effect of
increasing reported net income. AFC represented approximately 4%
and 8% of income before income taxes for the six months ended June
30, 1996 and 1995, respectively.

On February 20, 1996 the Company's Board of Directors
declared a quarterly dividend on common stock of 36 3/4 cents per
share, for the quarter ended March 31, 1996. The dividend was paid
on April 1, 1996 to common stockholders of record on March 8, 1996.

On April 25, 1996 the Company's Board of Directors declared a
quarterly dividend on common stock of 36 3/4 cents per share
for the quarter ended June 30, 1996. The dividend was paid on July
1, 1996 to common stockholders of record on June 10, 1996.

Sales Margins

The changes in the electric sales margins for the three and
six months ended June 30, 1996, when compared to the corresponding
periods in 1995, were as follows:

Three Months Six Months
Change % Change Change % Change
(Millions) (Millions)

Electric operating revenues $30.4 12.7 $61.9 13.2
Less: Fuel used in electric
generation 12.4 22.9 18.0 17.0
Purchased power (2.7) (40.1) (1.6) (21.5)

Margin $20.7 11.6 $45.5 12.8

The electric sales margins increased for the three and six
months ended June 30, 1996, when compared to the corresponding
periods in 1995 as a result of the combined impact of weather, the
rate increase received by SCE&G in January 1996 and economic growth
factors.

<PAGE>

The changes in the gas sales margins for the three and six
months ended June 30, 1996, when compared to the corresponding
periods in 1995, were as follows:

Three Months Six Months
Change % Change Change % Change
(Millions) (Millions)

Gas operating revenues $ 9.0 12.6 $27.7 15.1
Less: Gas purchased for resale 9.5 21.2 30.2 27.4

Margin $(0.5) (2.0) $(2.5) (3.4)

The decreases in the gas sales margins are primarily a result
of higher gas costs and curtailments imposed on interruptible
industrial customers as a result of abnormally cold weather in the
first quarter of 1996.

Other Operating Expenses

Changes in other operating expenses, including taxes, for the
three and six months ended June 30, 1996, when compared to the
corresponding periods in 1995 are presented in the following table:

Three Months Six Months
Change % Change Change % Change
(Millions) (Millions)

Other operation and maintenance $ 2.7 3.6 $ 2.9 2.0
Depreciation and amortization 6.3 20.6 11.3 18.4
Income taxes 3.0 15.3 8.4 17.3
Other taxes 2.6 12.7 4.4 10.5

Total $14.6 10.1 $27.0 9.1

Other operation and maintenance expenses for the three and six
months ended June 30, 1996 increased from 1995 levels primarily as
a result of higher production costs attributable to the Cope Plant
which was brought on line in January 1996. Increases in
depreciation and amortization expenses for the three and six months
comparisons reflect the addition of the Cope Plant and other
additions to plant in service. The increases in income tax expense
correspond to the increases in operating income. The increases in
other taxes reflect higher property taxes resulting from property
additions and higher millages and assessments.

Other Income

Other income, net of income taxes, for the three and six
months ended June 30, 1996 increased $17.9 million and $25.8
million, respectively, when compared to the corresponding periods
of 1995. The increases are due primarily to the improved earnings
performance of SPR attributable to a noncash reserve adjustment
recorded in the second quarter of 1995 and to higher gas prices and
lower production costs. The gain reported by SCI, discussed under
"Earnings and Dividends", is included in other income reported for
the six months ended June 30, 1996.

Interest Charges

Interest expense, excluding the debt component of AFC, for the
three and six months ended June 30, 1996 decreased $1.5 million
and $2.2 million, respectively, when compared to the corresponding
periods in 1995 primarily as a result of reductions in outstanding
debt.

<PAGE>

SCANA CORPORATION

Part II

OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings see Note 2
"Rate Matters" and Note 4 "Commitments and Contingencies"
of Notes to Consolidated Financial Statements.

Items 2, 3 and 5 are not applicable.

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

The Annual Meeting of the Shareholders of SCANA Common
Stock (No Par Value) was held on April 25, 1996. The
following matters were voted upon at the meeting.

1. To elect four (4) directors for the terms specified in
the Proxy Statement.

Number of Number of Shares Total
Shares Voting Voting to Shares
Nominee For Withhold Authority Voted

Bill L. Amick 89,540,577 1,312,210 90,852,787
William T. Cassels, Jr. 89,513,004 1,339,783 90,852,787
Hugh M. Chapman 89,559,366 1,293,421 90,852,787
Lawrence M. Gressette, Jr. 89,520,147 1,332,640 90,852,787

2. To approve the appointment of Deloitte & Touche LLP as
independent accountants for the Corporation

Number
of
Shares

FOR 90,171,750
AGAINST 322,892
ABSTAIN 358,145
TOTAL 90,852,787

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

<PAGE>

SCANA CORPORATION

SIGNATURES

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

SCANA CORPORATION
(Registrant)

August 13, 1996 By: s/K. B. Marsh
K. B. Marsh, Vice President - Finance,
Chief Financial Officer and Controller

<PAGE>

SCANA CORPORATION
EXHIBIT INDEX Sequentially
Numbered
Pages
Number
2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession
Not Applicable

3. Articles of Incorporation and By-Laws

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

B. Articles of Amendment dated April 27, 1995
(Exhibit 4-B to Registration Statement No.
33-62421)............................................... #

C. Copy of By-Laws of SCANA Corporation as revised
and amended on June 18, 1996 (Filed herewith)........... 21

4. Instruments Defining the Rights of Security Holders,
Including Indentures
A. Articles of Exchange of South Carolina
Electric & Gas Company and SCANA Corporation
(Exhibit 4-A to Post-Effective Amendment No. 1
to Registration Statement No. 2-90438).................. #
B. Indenture dated as of November 1, 1989 to
The Bank of New York, Trustee (Exhibit 4-A
to Registration No. 33-32107)........................... #
C. 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)............... #
D. Fourth Supplemental Indenture dated as of
April 1, 1950, to Indenture referred to in
Exhibit 4C, pursuant to which the Company
assumed said Indenture (Exhibit 2-C to
Registration No. 2-26459)............................... #
E. Fifth through Fifty-second Supplemental
Indenture referred to in Exhibit 4C 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......................................... #

# Incorporated herein by reference as indicated.

<PAGE>
SCANA CORPORATION
EXHIBIT INDEX

Number
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
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

# Incorporated herein by reference as indicated.

<PAGE>
SCANA CORPORATION
EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
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
F. 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)........................................... #
G. First Supplemental Indenture to Indenture
referred to in Exhibit 4-F dated as of June 1, 1993
(Filed as Exhibit 4-G to Registration Statement
No. 33-49421)........................................... #
H. Second Supplemental Indenture to Indenture
referred to in Exhibit 4-F dated as of June 15, 1993
(Filed as Exhibit 4-G to Registration Statement
No. 33-57955)........................................... #

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

<PAGE>

Exhibit 3-C

BY-LAWS OF SCANA CORPORATION

As Revised and Amended June 18, 1996

<PAGE>
BY-LAWS
OF
SCANA CORPORATION
As Revised and Amended June 18, 1996

ARTICLE I
OFFICES

Section 1. The principal office of the Corporation, which
shall also be designated as its registered office, shall be located
in the City of Columbia, County of Richland, State of South
Carolina.

Section 2. The Corporation may also have offices and
places of business at such other places, within or without the
State of South Carolina, as the Board of Directors may from time to
time determine or the business of the Corporation may require.

ARTICLE II
SEAL

Section 1. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "South Carolina". If authorized by the Board of Directors,
the corporate seal may be affixed to any certificates of stock,
bonds, debentures, notes or other engraved, lithographed or printed
instruments, by engraving, lithographing or printing thereon such
seal or a facsimile thereof, and such seal or facsimile thereof so
engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been
affixed thereto by indentation.

ARTICLE III
STOCKHOLDERS' MEETINGS

Section 1. Written or printed notices for annual or
special meetings of stockholders shall state the place, day and
hour of such meetings and, in case of special meetings, the purpose
or purposes for which the meetings are called.

Section 2. Annual meetings of stockholders for the
election of Directors and for the transaction of any other business
permitted by law to be transacted at the annual meeting of
stockholders, and all special meetings of stockholders, for that or
for any other purpose, shall be held at such time and place as
shall be stated in a notice thereof. Annual meetings of
stockholders shall be held on the last Thursday in April of each
year, if not a legal holiday, and if a legal holiday, then on the
next business day following, when they shall elect members of the
Board of Directors in accordance with the provisions of the
Corporation's Articles of Incorporation and transact such other
business as may properly be brought before the meeting. Special
meetings shall be held on such day and hour as shall be stated in

<PAGE>

the notice of each meeting, or in a duly executed waiver of notice
thereof. All meetings of stockholders shall be presided over by
the Chairman of the Board, the Vice Chairman of the Board, if any,
or, if there be none, or in his absence, by the President or a Vice
President.

Section 3. Except as otherwise provided by law, by the
Articles of Incorporation as the same may be amended from time to
time, or by these By-Laws as they may be amended from time to time,
the holders of a majority of the shares of stock of the Corporation
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any
meeting of the stockholders for the transaction of business.

If, however, such quorum shall not be present or represented
at such meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have
the power, by a majority vote of those present, to adjourn the
meeting from time to time without notice (unless otherwise provided
in Section 8 of this Article III) other than by announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented
any business may be transacted which may have been transacted at
the meeting as originally noticed provided notice of such adjourned
meeting, when required by Section 8 of this Article III, shall have
been given or waived.

Section 4. At each meeting of the stockholders each
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by written or printed instrument
executed by such stockholder or by his duly authorized attorney or
by telegram or cablegram appearing to have been transmitted by such
stockholder but, except as otherwise provided by statute, no proxy
shall be valid after expiration of eleven months from the date of
its execution. Every proxy shall be dated as of its execution and
no proxy shall be undated or postdated. Every holder of record of
stock having voting power shall be entitled to one vote for every
share of stock standing in his name on the books of the
Corporation. The vote for directors and, upon the demand of any
stockholder or his duly authorized proxy, the vote upon any
question before the meeting shall be by ballot. All elections shall
be decided by a plurality of the votes cast by the holders of the
shares entitled to vote at the meeting of stockholders and, except
as otherwise provided by statute or by the Articles of
Incorporation, all other questions shall be decided by a majority
of the votes cast by holders of shares entitled to vote on such
question at such meeting.

<PAGE>

Section 5. The Secretary or the agent of the Corporation
having charge of its stock transfer books shall, in advance of each
meeting of stockholders, prepare a complete list of the
stockholders entitled to vote at such meeting of stockholders or
adjournment thereof, which list shall be arranged in alphabetical
order with the address of and the number of shares held by each
stockholder. Unless the record of stockholders kept by the
Secretary or agent of the Corporation having charge of its stock
transfer books readily shows, in alphabetical order or by
alphabetical index, the information required to appear on such a
list of stockholders, such list of stockholders shall, for a period
commencing upon the date when notice of such meeting is given, and
in no event less than 10 days prior to the date of such meeting, be
kept on file at the registered office of the Corporation or at its
principal place of business or at the office of its transfer agent
or registrar, and shall be subject to inspection by any stockholder
at any time during usual business hours. In any event, such list
shall be produced and kept open at the time and place of such
meeting and shall be subject to the inspection of any stockholder
during the whole time of such meeting.

Section 6. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board, by the Vice Chairman of the
Board or by the President, and shall be called by the President or
Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of holders of ten per cent
or more of the shares of stock of the Corporation issued and
outstanding and entitled to vote at the proposed meeting. Such
request shall state the purpose or purposes of the proposed
meeting.

Section 7. Business transacted at all special meetings
shall be confined to the objects stated in the call; provided,
however, that if all the stockholders of the Corporation entitled
to vote shall be present in person or by proxy, any business
pertaining to the affairs of the Corporation may be transacted.

Section 8. Notice of annual meetings of stockholders and
notice of any special meeting of stockholders for the election of
directors or for any other purpose, unless otherwise provided by
statute, shall be delivered personally or mailed, not less than ten
nor more than fifty days before the meeting, to each person who
appears on the books of the Corporation as a stockholder entitled
to vote at said meeting. In the event of the adjournment of any
meeting of stockholders, for whatever reason, for 30 days or more,
notice of the adjourned meeting shall be delivered personally or
mailed not less than ten nor more than fifty days before the date
for such adjourned meeting to each person whose name appears on the
books of the Corporation as a stockholder entitled to vote at said

<PAGE>

adjourned meeting. Any such notice may be either written or
printed, or partly written and partly printed, and if mailed it
shall be directed to the stockholder at his address as it appears
on the books of the Corporation. Such notice shall briefly state
the business which it is proposed to present or to submit to such
meeting.

ARTICLE IV
DIRECTORS

Section 1. The property and business of the Corporation
shall be managed by its Board of Directors. The number of
directors which shall constitute the entire Board of Directors
shall be fixed from time to time by the vote of a majority of the
entire Board, but such number shall in no case be less than nine
nor more than twenty. Each director shall own at least 100 shares
of Common Stock of the Corporation. Except as otherwise provided
by statute or in the Articles of Incorporation, the term of each
director heretofore or hereafter elected shall be from the time of
his election and qualification until the third annual meeting
following his election and until his successor shall have been duly
elected and shall have qualified.

The vote of at least 80% of the shares of stock of the
Corporation entitled to vote shall be required to remove an
incumbent member of the Board of Directors except for cause. "For
Cause" shall mean fraudulent or dishonest acts, or gross abuse of
authority in discharge of duties to the Corporation and shall be
established after written notice of specific charges and
opportunity to meet and refute such charges.

Section 2. In addition to the powers and authorities by
these By-Laws expressly conferred upon them, the Board may exercise
all such power of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or
by these By-Laws directed or required to be exercised or done by
the stockholders. A director or officer of this Corporation shall
not be disqualified by his office from dealing or contracting with
the Corporation either as a vendor, purchaser or otherwise, nor
shall any transaction or contract of this Corporation be void or
voidable solely by reason of the fact that any director or officer
or any firm of which any director or officer is a member or
employee, or any corporation of which any director or officer is a
shareholder, director, officer or employee, is in any way
interested in such transaction or contract, provided that the
material facts as to such interest and as to such transaction or
contract are disclosed or known to the Board of Directors or the
Executive Committee and noted in their respective minutes, or to
the stockholders entitled to vote with respect thereto, as the case
may be, and that such transaction or contract is or shall be
authorized, ratified or approved either (1) by the vote of a

<PAGE>

majority of a quorum of the Board of Directors or of the Executive
Committee, or (2) by a majority of the votes cast by holders of
shares of stock entitled to vote with respect thereto, without
counting (except for quorum purposes) the vote of or shares held or
controlled and voted by, as the case may be, any director so
interested or member or employee of a firm so interested or a
shareholder, director, officer or employee of a corporation so
interested; nor shall any director or officer be liable to account
to the Corporation for any profits realized by and from or through
any such transaction, or contract of this Corporation authorized,
ratified or approved as aforesaid by reason of the fact that he or
any firm of which he is a member or employee, or any corporation of
which he is a shareholder, director, officer or employee was
interested in such transaction or contract.

ARTICLE V
MEETINGS OF THE BOARD

Section 1. Within 10 days following the annual meeting of
stockholders for the election of directors, the Chief Executive
Officer shall call a meeting of the newly elected Board for the
purpose of organization, election of officers and transaction of
other business, such meeting to be held at such time, not later
than 15 days after such annual meeting of stockholders, and place
as shall be specified by the Chief Executive Officer. The
Secretary or other officer performing his duties shall give notice,
either personally or by mail or telegram, to each director not less
than four business days before the meeting, provided, however, that
no notice of such meeting need be given if all of the directors are
present or if those not present sign waivers of notice either
before or after the meeting. In the event that the Chief Executive
Officer shall fail to call such meeting within 10 days after such
annual meeting of stockholders, as aforesaid, the newly elected
Board shall meet at the registered office of the Corporation, in
Columbia, South Carolina, at 2:00 p.m. Columbia, South Carolina
time, on the fifteenth day following such annual meeting of
stockholders, if not a legal holiday, and if a legal holiday then
on the next business day following.

Section 2. Regular meetings of the Board may be held
without notice at such time and place as shall from time to time be
designated by the Board.

Section 3. Special meetings of the Board may be called by
the Chairman of the Board, the Vice Chairman of the Board or the
President or any two directors and may be held at the time and
place designated in the call and notice of the meeting. The
Secretary or other officer performing his duties shall give notice
either personally or by mail or telegram not less than twenty-four
hours before the meeting. Meetings may be held at any time and
place without notice if all the directors are present or if those
not present sign waivers of notice either before or after the
meeting.

<PAGE>

Section 4. At all meetings of the Board a majority of the
total number of directors then in office shall be necessary and
sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation or by these By-Laws.

Section 5. Any regular or special meeting of the Board may
be adjourned to any other time at the same or any other place by a
majority of the directors present at the meeting, whether or not a
quorum shall be present at such meeting, and no notice of the
adjourned meeting shall be required other than announcement at the
meeting.

Section 6. Directors, other than those who are salaried
officers or employees of the Corporation or of any affiliated
Company, shall receive compensation for their services as directors
at an annual rate as shall be set from time to time by resolution
of the Board of Directors, payable in quarterly installments at the
beginning of each quarter of the calendar year and, in addition
thereto, each such director shall receive such compensation for
each meeting of the Board, or of any committee of the Board, which
he shall have attended, as shall be set by resolution of the Board
of Directors, such additional compensation to be paid as soon as
practicable after the date of such meeting. All directors shall be
reimbursed for their reasonable expenses of attendance, if any, at
each regular or special meeting of the Board of Directors.

Section 7. Directors who are salaried officers or
employees of the Corporation or of any affiliated Company and who
are members of the Executive Committee shall receive no
compensation for their services as such members in addition to such
compensation as may be paid to them as officers or directors, but
shall be reimbursed for their reasonable expenses, if any, in
attending meetings of the Executive Committee, or otherwise
performing their duties as members of the Executive Committee.

ARTICLE VI
EXECUTIVE AND OTHER COMMITTEES

Section 1. The Board of Directors may, by vote of a
majority of the full Board, designate three or more of their number
to constitute an Executive Committee, to hold office for one year
and until their respective successors shall be designated. Such
Executive Committee shall advise with and aid the officers of the
Corporation in all matters concerning its interests and the
management of its business, and shall, between sessions of the
Board, except as otherwise provided by law, have all the powers of

<PAGE>

the Board of Directors in the management of the business and
affairs of the Corporation, and shall have power to authorize the
seal of the Corporation to be affixed to all papers which may
require it. The taking of any action by the Executive Committee
shall be conclusive evidence that the Board of Directors was not in
session at the time of such action.

The Board of Directors may, by vote of a majority of the full
Board, appoint from among their number, one or more additional
committees, consisting of three or more directors, which shall have
such powers and duties as may be fixed by the resolution of the
Board of Directors appointing such Committee.

Section 2. The Executive Committee shall cause to be kept
regular minutes of its proceedings, which may be transcribed in the
regular minute book of the Corporation, and all such proceedings
shall be reported to the Board of Directors at its next succeeding
meeting, and shall be subject to revision or alteration by the
Board, provided that no rights of third persons shall be affected
by such revision or alteration. A majority of the Executive
Committee shall constitute a quorum at any meeting. The Executive
Committee may take action without a meeting on the written approval
of such action by all the members of the Committee. The Board of
Directors may by vote of a majority of the full Board fill any
vacancies in the Executive Committee. The Executive Committee may,
from time to time, subject to the approval of the Board of
Directors, prescribe rules and regulations for the calling and
conduct of meetings of the Committee, and other matters relating to
its procedure and the exercise of its powers.

Section 3. Other committees appointed by the Board shall
cause to be kept regular minutes of their proceedings and in
general the provisions as to procedure for such committees shall be
that set forth above with respect to the Executive Committee.

ARTICLE VII
OFFICERS

Section 1. The officers of the Corporation shall be
elected by the Board of Directors. They shall include a President,
one or more Vice Presidents, a Secretary, a Treasurer and a
Controller and may include a Chairman of the Board and a Vice
Chairman of the Board. In the event there shall be a Chairman of
the Board and a Vice Chairman of the Board, the Board of Directors
shall designate whether the Chairman of the Board, the Vice
Chairman of the Board or the President shall be the Chief Executive
Officer of the Corporation. If there shall be no Chairman of the
Board or Vice Chairman of the Board, the President shall be the
Chief Executive Officer of the Corporation. Any two or more of
such offices except those of Treasurer and Controller may be
occupied by the same person; provided, however, the same person may
not act in more than one capacity where action by two or more
officers is required.

<PAGE>

Section 2. The Board of Directors, at its first meeting
after the election of directors by the stockholders, shall elect
from among its members, if it deems proper, a Chairman of the Board
and a Vice Chairman of the Board. It shall also elect a President
and one or more Vice Presidents, a Secretary, a Treasurer and a
Controller, none of whom need be members of the Board.

The Board of Directors, at any meeting, may elect such
additional Vice Presidents, and such Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, as it shall deem necessary, none of whom need be
members of the Board.

Section 3. The Board of Directors, at any meeting, may
elect or appoint such other officers and agents as it shall deem
necessary. The tenure and duties of such officers and agents shall
be fixed by the Board of Directors or, in the absence of any action
by the Board of Directors so fixing such tenure and duties, the
tenure and duties shall be fixed by the Chief Executive Officer of
the Corporation, or by such officers or department heads to whom he
shall delegate such authority.

Section 4. The salaries and compensation of the officers
of the Corporation and of agents of the Corporation appointed by
the Board shall be fixed by the Board of Directors. The salaries
and compensation of all other employees of the Corporation shall,
in the absence of any action by the Board of Directors, be fixed by
the Chief Executive Officer of the Corporation.

Section 5. The officers of the Corporation elected
pursuant to Section 2 of this Article VII shall hold office until
the first meeting of the Board of Directors after the next
succeeding annual meeting of stockholders and until their
successors are elected and qualify in their stead. The Chief
Executive Officer may be removed at any time, with or without
cause, by the affirmative vote of a majority of the total number
of directors then in office. Any other officer or employee of
the Corporation may be removed at any time, with or without
cause, either (a) by vote of a majority of the directors present
at any meeting of the Board of Directors at which a quorum is
present, or (b) by vote of a majority of the members of the
Executive Committee, or (c) by the Chief Executive Officer of the
Corporation or by any officer who shall be exercising the powers
of the Chief Executive Officer of the Corporation, or by any
superior of such employee to whom such power of removal shall be
delegated by the Chief Executive Officer of the Corporation or
the officer exercising the powers of the Chief Executive Officers
of the Corporation.

<PAGE>

ARTICLE VIII
CHIEF EXECUTIVE OFFICER

Section 1. The Chief Executive Officer of the Corporation
shall supervise, direct and control the conduct of the business of
the Corporation subject, however, to the general policies
determined by the Board of Directors and the Executive Committee,
if there be one.

He shall be a member of the Executive Committee and all
committees appointed by the Board of Directors, except the Audit
Committee and the Long-Term Compensation Committee and any
committee or subcommittee making recommendations of performance
awards in shares of Company stock, shall have the general powers
and duties usually vested in the chief executive officer of a
corporation, and shall have such other powers and perform such
other duties as may be prescribed from time to time by law, by the
By-Laws or by the Board of Directors.
He shall, whenever it may in his opinion be necessary,
prescribe the duties of officers and employees of the Corporation
whose duties are not otherwise defined.

He shall have power to remove at any time, with or without
cause, any employee or officer of the Corporation. He may, in
accordance with Section 5 of Article VII of these By-Laws, delegate
such power of removal.

ARTICLE IX
CHAIRMAN OF THE BOARD

Section 1. The Chairman of the Board, if there be one,
shall preside at all meetings of the Board of Directors and of the
stockholders, except when by statute the election of a presiding
officer shall be required.

He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers and
duties granted and delegated to the Chief Executive Officer by
Section 1 of Article VIII of these By-Laws. In such event he may
sign in the name of and on behalf of the Corporation any and all
contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation
and, if authorized by the Board of Directors or the Executive
Committee, may sign in the name of and on behalf of the Corporation
any other contracts, agreements or instruments of any nature
pertaining to the business of the Corporation.

He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.

<PAGE>

ARTICLE X
THE VICE CHAIRMAN OF THE BOARD

Section 1. The Vice Chairman of the Board shall, in the
absence of the Chairman, preside at all meetings of the Board of
Directors and of the stockholders, except when by statute the
election of a presiding officer shall be required.

He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.

ARTICLE XI
THE PRESIDENT

Section 1. The President shall, in the absence of the
Chairman of the Board or the Vice Chairman of the Board, preside at
all meetings of the Board of Directors and of the stockholders,
except when by statute the election of a presiding officer shall be
required.

He shall, if designated Chief Executive Officer of the
Corporation pursuant to Section 1 of Article VII of these By-Laws,
have all the powers and duties granted and delegated to the Chief
Executive Officer by Section 1 of Article VIII of these By-Laws.

In the event there shall be a Chairman of the Board or a Vice
Chairman of the Board who shall have been designated as Chief
Executive Officer of the Corporation pursuant to Section 1 of
Article VII of these By-Laws, then the President shall have such
powers and duties as may be assigned to him by the Chairman of the
Board or the Vice Chairman of the Board of Directors. In the
absence or disability of the Chairman of the Board or the Vice
Chairman of the Board, he shall have all the powers and duties of
the Chairman of the Board or the Vice Chairman of the Board.

<PAGE>

He may sign in the name of and on behalf of the Corporation
any and all contracts, agreements or other instruments pertaining
to matters which arise in the ordinary course of business of the
Corporation and, if authorized by the Board of Directors or the
Executive Committee, may sign in the name of and on behalf of the
Corporation any other contracts, agreements or instruments of any
nature pertaining to the business of the Corporation.

He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.

ARTICLE XII
THE VICE PRESIDENT

Section 1. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties as the
Board of Directors may prescribe.

The Vice President may sign in the name of and on behalf of
the Corporation contracts, agreements, or other instruments
pertaining to matters which arise in the ordinary course of
business of the Corporation, except in cases where the signing
thereof shall be expressly delegated by the Board of Directors or
the Executive Committee to some other officer or agent of the
Corporation. If authorized by the Board of Directors or the
Executive Committee, he may sign in the name of and on behalf of
the Corporation any other contracts, agreements or instruments of
any nature pertaining to the business of the Corporation. He shall
have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws or by the Board
of Directors.

If there be more than one Vice President, the Board of
Directors or the Chief Executive Officer of the Corporation shall
assign to such Vice Presidents their respective duties.

ARTICLE XIII
THE SECRETARY

Section 1. The Secretary shall attend all sessions of the
Board and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose; and shall perform like duties for the committees appointed
by the Board of Directors when required. He shall give, or cause
to be given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or Chief Executive Officer,
under whose supervision he shall be. He shall be sworn to the
faithful discharge of his duty. Any records kept by him shall be

<PAGE>

the property of the Corporation and shall be restored to the
Corporation in case of his death, resignation, retirement or
removal from office. He or his agent shall be the custodian of the
seal of the Corporation, the stock ledger, stock certificate book
and minute books of the Corporation, and its committees, and other
formal records and documents relating to the corporate affairs of
the Corporation.

Section 2. The Assistant Secretary or Assistant
Secretaries shall assist the Secretary in the performance of his
duties, exercise and perform his powers and duties, in his absence
or disability, and such other powers and duties as may be conferred
or required by the Board.

ARTICLE XIV
THE TREASURER

Section 1. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects
in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors or as
may be designated by persons to whom the Board of Directors
delegates such authority.

He shall disburse the funds of the Corporation in such manner
as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and
directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and
of the financial condition of the Corporation.

He shall give the Corporation a bond if required by the Board
of Directors in a sum, and with one or more sureties satisfactory
to the Board, for the faithful performance of the duties of his
office, and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the
Corporation.

Section 2. The Assistant Treasurer or Assistant Treasurers
shall assist the Treasurer in the performance of his duties,
exercise and perform his powers and duties, in his absence or
disability, and such other powers and duties as may be conferred or
required by the Board.

<PAGE>

ARTICLE XV
THE CONTROLLER

Section 1. The controller of the Corporation shall be the
principal accounting officer of the Corporation. He shall have
full control of all the books of the Corporation and keep a true
and accurate record of all property owned by it, of its debts and
of its revenues and expenses, and shall keep all accounting records
of the Corporation other than the record of receipts and
disbursements and those relating to deposit or custody of money and
securities of the Corporation, which shall be kept by the
Treasurer, and shall also make reports to the directors and others
of or relating to the financial condition of the Corporation. He
shall exhibit at all reasonable times his books of account and
records to any director of the Corporation upon application during
business hours at the office of the Corporation where such books of
accounts and records are kept.

He shall perform all duties generally incident to the office
of Controller and shall have such other powers and duties as, from
time to time, may be prescribed by law, by the By-Laws, or by the
Board of Directors.

Section 2. The Assistant Controller or Assistant
Controllers shall assist the Controller in the performance of his
duties, exercise and perform his powers and duties, in his absence
or disability, and such other powers and duties as may be conferred
or required by the Board of Directors.

ARTICLE XVI
VACANCIES
Section 1. Except as otherwise provided by statute or in
the Articles of Incorporation, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board resulting from death, resignation,
retirement, disqualification, removal from office or any other
cause shall be filled only by the Board of Directors then in
office, although less than a quorum. A Director elected to fill a
vacancy shall hold office until the next stockholders' meeting at
which Directors of any class are elected. If the office of any
officer of the Corporation shall become vacant for any reason, the
Board of Directors, by a majority vote of those present at any
meeting at which a quorum is present, may elect a successor or
successors, who shall hold office for the unexpired term in respect
of which such vacancy occurred.

<PAGE>

ARTICLE XVII
RESIGNATIONS

Section 1. Any officer or any director of the Corporation
may resign at any time, such resignation to be made in writing and
to take effect from the time of its receipt by the Corporation,
unless some time be fixed in the resignation, and then from that
time. The acceptance of a resignation shall not be required to
make it effective. A vacancy shall be deemed to exist upon receipt
by the Corporation of such written resignation, and a successor
may, then or thereafter, be elected to take office when such
resignation becomes effective.

ARTICLE XVIII
DUTIES OF OFFICERS MAY BE DELEGATED

Section 1. In case of the absence of any officer of the
Corporation, or for any other reason the Board may deem sufficient,
the Board may delegate, for the time being, the powers or duties,
or any of them, of such officers to any other officer or to any
director.

ARTICLE XIX
STOCK OF OTHER CORPORATIONS

Section 1. The Board of Directors shall have the right to
authorize any officer or other person on behalf of the Corporation
to attend, act and vote at meetings, of the stockholders of any
corporation in which the Corporation shall hold stock, and to
exercise thereat any and all the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such
meetings and calls therefor; and authority may be given to exercise
the same either on one or more designated occasions, or generally
on all occasions until revoked by the Board. In the event that the
Board shall fail to give such authority it may be exercised by the
Chief Executive Officer of the Corporation in person or by proxy
appointed by him on behalf of the Corporation.

ARTICLE XX
CERTIFICATES OF STOCK

Section 1. The certificates of stock of the Corporation
shall be entered in the books of the Corporation as they are
issued. No fractional shares of stock shall be issued.
Certificates of stock shall be signed by the President or a Vice
President and by the Secretary, or an Assistant Secretary, and the
seal of the Corporation shall be affixed thereto. Such seal may be
facsimile, engraved or printed. Where any certificate of stock is
signed by a transfer agent or transfer clerk or by a registrar, the
signatures of any such President, Vice President, Secretary or
Assistant Secretary, upon such stock certificate may be facsimiles,
engraved or printed. In case any such officer who has signed, or

<PAGE>

whose facsimile signature has been placed upon, such certificate of
stock, shall have ceased to be such officer before such certificate
of stock is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such at the
date of its issue.

ARTICLE XXI
TRANSFERS OF STOCK

Section 1. Transfer of stock shall be made on the books of
the Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of
the certificate therefor.

ARTICLE XXII
FIXING OF RECORD DATE

Section 1. The Board of Directors is hereby authorized to
fix a time, not less than ten (10) days nor more than fifty (50)
days preceding the date of any meeting of stockholders or the date
fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of shares of stock, as a record date for the determination
of the stockholders entitled to notice of and to vote at such
meeting or entitled to receive any such dividend, distribution,
rights or interest, as the case may be; and all persons who are
holders of record of shares of stock at the date so fixed and no
others, shall be entitled to notice of and to vote at such meeting,
and only stockholders of record at such date shall be entitled to
receive any such notice, dividend, distribution, rights or
interests; and the stock transfer books shall not be closed during
any such period.

ARTICLE XXIII
REGISTERED STOCKHOLDERS

Section 1. The Corporation shall be entitled to treat the
holders of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in, such share on the part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the statutes of the
State of South Carolina.

ARTICLE XXIV
LOST CERTIFICATES

Section 1. Whenever any stockholder shall desire a new
certificate of stock to replace an original certificate of stock
which has been lost, destroyed or wrongfully taken, he shall make
application to the Corporation for the issuance of a new

<PAGE>

certificate or certificates in replacement of the certificate or
certificates which were lost, destroyed or wrongfully taken, and
shall file with the Corporation a good and sufficient indemnity
bond, together with an affidavit stating that the applicant is the
bona fide owner of such share(s) of stock and specifying the
number(s) of the certificate or certificates which were lost,
destroyed or wrongfully taken, the particular circumstances of such
loss, destruction or wrongful taking (including a statement that
the share(s) represented by such certificate or certificates has or
have not been transferred or otherwise disposed of by such
applicant in any manner.)

Upon completion by a stockholder of the requirements set forth
in the preceding paragraph, the Corporation shall issue a
certificate or certificates in replacement of the certificate or
certificates referred to in such stockholder's application if such
application is received by the Corporation before it has notice
that such certificate or certificates has or have been acquired by
a bona fide purchaser.
ARTICLE XXV
INSPECTION OF BOOKS

Section 1. The Board of Directors shall have power to
determine whether and to what extent, and at what time and places
and under what conditions and regulations, the accounts and books
of the Corporation (other than the books required by statute to be
open to the inspection of stockholders), or any of them, shall be
open to the inspection of stockholders, and no stockholder shall
have any right to inspect any account or book or document of the
Corporation, except as such right may be conferred by the statutes
of the State of South Carolina or by resolution of the directors or
of the stockholders.

ARTICLE XXVI
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS

Section 1. All checks or demands for money and notes of
the Corporation shall be signed by such person or persons (who may
but need not be an officer or officers of the Corporation) as the
Board of Directors may from time to time designate or as may be
designated by persons to whom the Board of Directors delegates such
authority. The Board of Directors shall have authority to make
provision, with proper safeguards, for the signatures to appear on
all checks, including, but not by way of limitation, payroll
checks, to be made by facsimile, whether engraved or printed.
Whenever the seal of this Corporation is to be affixed to any
instrument being executed on behalf of this Corporation, such seal
shall be affixed thereto by the Secretary or an Assistant Secretary
and the fact of such affixation shall be attested to by the person
so affixing the seal.

<PAGE>
ARTICLE XXVII
RECEIPT FOR SECURITIES

Section 1. All receipts for stocks, bonds or other
securities received by the Corporation shall be signed by the
Treasurer or an Assistant Treasurer, or by such other person or
persons as the Board of Directors or Executive Committee shall
designate.

ARTICLE XXVIII
FISCAL YEAR

Section 1. The fiscal year shall begin the first day of
January in each year.

ARTICLE XXIX
RESERVES
Section 1. The Board of Directors shall have power to fix
and determine, and from time to time to vary, the amount to be
reserved as working capital; to determine whether any, or if any,
what part of any, surplus shall be declared and paid as dividends,
to determine the date or dates for the declaration or payment of
dividends and to direct and determine the use and disposition of
any surplus, and before payment of any dividend or making any
distribution of surplus there may be set aside out of the surplus
of the Corporation such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purpose as the directors shall think conducive to the
interests of the Corporation.

ARTICLE XXX
NOTICES

Section 1. In addition to the telegraphic notice permitted
by Section 3 of Article V of these By-Laws, whenever under the
provisions of these By-Laws notice is required to be given to any
director, officer or stockholder, it shall not be construed to
require personal notice, but such notice may be given in writing,
by mail, by depositing a copy of the same in a post office, letter
box or mail chute, maintained by the Post Office Department, in a
postpaid sealed wrapper, addressed to such stockholder, officer or
director, at his address as the same appears on the books of the
Corporation.

A stockholder, director or officer may waive any notice
required to be given to him under these By-Laws.

<PAGE>
ARTICLE XXXI
INSPECTORS OF ELECTION

Section 1. Prior to every meeting of the stockholders the
Board of Directors may appoint any odd number of inspectors of
election to act as inspectors at such meeting. In the event that
inspectors shall not be so appointed, they shall be appointed by
the person presiding at such meeting and if any inspector shall
refuse to serve, or neglect to attend such meeting or his office
becomes vacant, the person presiding at the meeting may appoint
another inspector in his place. The inspectors appointed to act at
any meeting of the stockholders shall, before entering upon the
discharge of their duties, be sworn faithfully to execute the
duties of inspector at such meeting with strict impartiality and
according to the best of their ability.

ARTICLE XXXII
DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION

Section 1. The Corporation shall indemnify any and all of
its employees, officers, or directors, or former officers or
directors (including their heirs, executors, and administrators),
or any person who may have served at its request or by its
election, designation, or request as a member, agent, employee,
director or officer of any other corporation or partner, trustee or
otherwise, of any organization against expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding (which shall include
any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or
arbitrative) in which they, or any of them, are made parties, or a
party, by reason of being or having been agents, employees,
directors or officers of the Corporation, or of such other
organization, except in relation to matters as to which any such
agent, employee, director or officer or former employee, director
or officer or person shall be adjudged in such action, suit or
proceeding to be liable for willful misconduct in the performance
of duty and to such matters, as shall be settled by agreement
predicated on the existence of such liability. Such indemnity
shall be in accordance with a written plan adopted by the Board of
Directors, which plan shall be in accordance with the law of South
Carolina. The indemnification provided hereby shall not be deemed
exclusive of any other right to which anyone seeking
indemnification hereunder may be entitled under any By-Law,
agreement, or otherwise. The Corporation may purchase and maintain
insurance on the behalf of any director, officer, agent, employee
or former employee, director or officer or other person, against
any liability asserted against them and incurred by them.

<PAGE>

ARTICLE XXXIII
AMENDMENTS

Section 1. Except as otherwise provided in Section 2 below,
any of these By-Laws may be altered, amended or repealed, and/or
one or more By-Laws may be adopted, at a meeting of the
stockholders, by a vote of the holders of a majority of all shares
of stock entitled to vote to elect directors who are entitled to
vote at such meeting, provided that written notice of such proposed
alteration, amendment, repeal and/or adoption, as the case may be,
shall have been given to all such stockholders at least ten days
before such meeting. Any of these By-Laws may also be altered,
amended or repealed, and/or one or more new By-Laws may be adopted,
by the vote of a majority of all directors then in office, at a
meeting of the Board of Directors, provided that the notice of such
meeting includes therein notice of such alteration, amendment,
repeal and/or adoption, as the case may be. At a meeting thereof,
the stockholders, by the vote of the holders of a majority of all
shares of stock entitled to vote to elect directors who are
entitled to vote at such meeting, may repeal any alteration or
amendment of these By-Laws made by the Board of Directors and/or
reinstate any of these By-Laws repealed by the Board of Directors,
and/or repeal any new By-Law adopted by the Board of Directors.

Section 2. Notwithstanding the provisions of Section 1
above, any alteration, amendment or repeal by the stockholders of
Section 1 of Article IV, Section 1 of Article XVI or this Section
2 of Article XXXIII of these By-Laws, or the adoption by the
stockholders of any new By-Law inconsistent with any of such
Sections, shall require the vote of the holders of at least 80% of
all shares of stock entitled to vote to elect directors who are
entitled to vote at such meeting.

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
BALANCE SHEET AS OF JUNE 30, 1996 AND THE CONSOLIDATED STATEMENTS OF INCOME AND
RETAINED EARNINGS AND OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND
IS QUALIFIED IN ITS ENTIRETY FOR SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,452,375
<OTHER-PROPERTY-AND-INVEST> 334,108
<TOTAL-CURRENT-ASSETS> 401,556
<TOTAL-DEFERRED-CHARGES> 417,859
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,605,898
<COMMON> 1,093,497
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 528,192
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,621,689
44,260
26,027
<LONG-TERM-DEBT-NET> 1,548,012
<SHORT-TERM-NOTES> 131,245
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 98,202
2,435
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,134,028
<TOT-CAPITALIZATION-AND-LIAB> 4,605,898
<GROSS-OPERATING-REVENUE> 350,386
<INCOME-TAX-EXPENSE> 22,766
<OTHER-OPERATING-EXPENSES> 261,173
<TOTAL-OPERATING-EXPENSES> 283,939
<OPERATING-INCOME-LOSS> 66,447
<OTHER-INCOME-NET> 4,157
<INCOME-BEFORE-INTEREST-EXPEN> 70,604
<TOTAL-INTEREST-EXPENSE> 30,936
<NET-INCOME> 39,668
(1,368)
<EARNINGS-AVAILABLE-FOR-COMM> 38,300
<COMMON-STOCK-DIVIDENDS> 38,578
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 177,051
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0

</TABLE>