
                                                                     EXHIBIT J-1


                                     FORM OF
                          UTILITY MONEY POOL AGREEMENT


     This Utility Money Pool  Agreement (the  "Agreement"),  dated as of ______,
2000, is made and entered into by and among SCANA Corporation ("SCANA"), a South
Carolina  corporation and a registered  holding company under the Public Utility
Holding  Company Act of 1935,  as amended (the  "Act"),  SCANA  Service  Company
("SCANA Service"),  a South Carolina corporation and a non-utility subsidiary of
SCANA (in its role as  administrator  of the money pool and as a participant  in
the money pool), and each of the utility  subsidiaries whose name appears on the
signature pages hereof (each a "Party" and collectively, the "Parties").

                                   WITNESSETH:

     WHEREAS,  the Parties  desire to establish a Money Pool (the "Utility Money
Pool") to  coordinate  and  provide  for  certain of their  short-term  cash and
working capital requirements; and

     WHEREAS,  the utility  subsidiaries  that will  participate  in the Utility
Money Pool (each a "Subsidiary" and collectively,  the "Subsidiaries") will from
time to time have need to borrow funds on a short-term basis, and certain of the
Parties  will from time to time have  funds  available  to loan on a  short-term
basis;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements,
covenants and provisions contained herein, the Parties hereto agree as follows:

                                    ARTICLE I
                          CONTRIBUTIONS AND BORROWINGS

                Section 1.01 Contributions to Utility Money Pool.

                  Each Party will  determine each day, on the basis of cash flow
projections and other relevant  factors,  in such Party's sole  discretion,  the
amount of funds it has available for contribution to the Utility Money Pool, and
   will contribute such funds to the Utility Money Pool. The determination of
whether a Party at any time has surplus  funds to lend to the Utility Money Pool
or shall lend funds to the Utility Money Pool will be made by such Party's chief
financial officer or treasurer,  or by a designee thereof,  on the basis of cash
flow  projections and other relevant  factors,  in such Party's sole discretion.
Each  Party  may  withdraw  any of its  funds at any time  upon  notice to SCANA
Service as administrative agent of the Utility Money Pool.

                                       -1-


<PAGE>



     Section 1.02 Rights to Borrow.

     Subject to the provisions of Section 1.04(c) of this Agreement,  short-term
borrowing  needs of the Parties,  with the  exception  of SCANA,  will be met by
funds in the  Utility  Money Pool to the extent such funds are  available.  Each
Party (other than SCANA) shall have the right to make short-term borrowings from
the Utility Money Pool from time to time,  subject to the  availability of funds
and the limitations and conditions set forth herein and in the applicable orders
of the Securities and Exchange Commission ("SEC"). Each Party (other than SCANA)
may  request  loans from the  Utility  Money  Pool from time to time  during the
period  from the date  hereof  until this  Agreement  is  terminated  by written
agreement of the Parties;  provided,  however,  that the aggregate amount of all
loans requested by any Party hereunder shall not exceed the applicable borrowing
limits  set  forth  in  applicable  orders  of  the  SEC  and  other  regulatory
authorities,  resolutions  of such  Party's  Board of  Directors,  such  Party's
governing corporate documents,  and agreements binding upon such Party. No loans
through the Utility  Money Pool will be made to, and no  borrowings  through the
Utility Money Pool will be made by, SCANA.

     Section 1.03 Source of Funds.

     (a)  Funds  will be  available  through  the  Utility  Money  Pool from the
following sources for use by the Parties from time to time: (1) surplus funds in
the treasuries of Parties other than SCANA, (2) surplus funds in the treasury of
SCANA,  and (3)  proceeds  from  bank  borrowings  by  Parties  and the  sale of
commercial paper by SCANA and each other Party ("External  Funds"), in each case
to the extent permitted by applicable laws and regulatory orders.  Funds will be
made  available  from such  sources in such  other  order as SCANA  Service,  as
administrator  of the Utility Money Pool,  may determine  will result in a lower
cost of borrowing to companies borrowing from the Utility Money Pool, consistent
with the  individual  borrowing  needs and  financial  standing  of the  Parties
providing funds to the Utility Money Pool.

     (b)  Borrowing  Parties will borrow pro rata from each lending Party in the
proportion that the total amount loaned by such lending Party bears to the total
amount then loaned through the Utility Money Pool. On any day when more than one
fund source (e.g.,  surplus treasury funds of SCANA and other Utility Money Pool
participants  ("Internal  Funds") and External  Funds),  with different rates of
interest,  is used to fund loans through the Utility Money Pool,  each borrowing
Party will borrow pro rata from each fund source in the same proportion that the
amount of funds  provided  by that  fund  source  bears to the  total  amount of
short-term funds available to the Utility Money Pool.

     Section 1.04 Authorization.

     (a) Each loan shall be  authorized by the lending  Party's chief  financial
officer or treasurer, or by a designee thereof.

                                       -2-


<PAGE>



     (b) SCANA Service, as administrator of the Utility Money Pool, will provide
each Party with  periodic  activity and cash  accounting  reports that  include,
among  other  things,  reports  of cash  activity,  the daily  balance  of loans
outstanding and the calculation of interest charged.

     (c) All  borrowings  from the Utility Money Pool shall be authorized by the
borrowing  Party's  chief  financial  officer  or  treasurer,  or by a  designee
thereof.  No Party shall be  required to effect a borrowing  through the Utility
Money Pool if such Party  determines  that it can (and is authorized  to) effect
such  borrowing at lower cost directly from banks or through the sale of its own
commercial paper.

     Section 1.05 Interest.

     The daily  outstanding  balance of all loans to any Subsidiary shall accrue
interest as follows:

     (a) If only Internal  Funds comprise the daily  outstanding  balance of all
loans outstanding  during a calendar month, the interest rate applicable to such
daily  balances shall be the rates for high-grade  unsecured  30-day  commercial
paper of major  corporations  sold through  dealers as quoted in The Wall Street
Journal (the "Average Composite").

     (b) If only External  Funds comprise the daily  outstanding  balance of all
loans outstanding  during a calendar month, the interest rate applicable to such
daily outstanding balance shall be the lender's cost for such External Funds or,
if more than one Party had made available  External Funds at any time during the
month,  the  applicable  interest rate shall be a composite  rate,  equal to the
weighted  average  of the costs  incurred  by the  respective  Parties  for such
External Funds.

     (c) In cases where the daily outstanding  balances of all loans outstanding
at any time during the month include both Internal Funds and External Funds, the
interest rate applicable to the daily  outstanding  balances for the month shall
be  equal  to the  weighted  average  of the  (i)  cost  of all  Internal  Funds
contributed  by  Parties,  as  determined  pursuant  to Section  1.05(a) of this
Agreement,  and (ii) the cost of all such External Funds, as determined pursuant
to Section 1.05(b) of this Agreement.

     (d) The  interest  rate  applicable  to Loans made by a  Subsidiary  to the
Utility  Money Pool under  Section 1.01 of this  Agreement  shall be the Average
Composite as determined pursuant to Section 1.05(a) of this Agreement.

     Section 1.06 Certain Costs.

     The cost of compensating balances and fees paid to banks to maintain credit
lines  by  Parties  lending  External  Funds to the  Utility  Money  Pool  shall
initially  be paid by the Party  maintaining  such line. A portion of such costs
shall be retroactively allocated every

                                       -3-


<PAGE>



month to the  Subsidiaries  borrowing  such  External  Funds through the Utility
Money Pool in proportion to their  respective  daily  outstanding  borrowings of
such External Funds.

     Section 1.07 Repayment.

     Each  Subsidiary  receiving  a loan from the Utility  Money Pool  hereunder
shall  repay the  principal  amount of such  loan,  together  with all  interest
accrued thereon, on demand and in any event within 365 days of the date on which
such loan was made. All loans made through the Utility Money Pool may be prepaid
by the borrower without premium or penalty.

     Section 1.08 Form of Loans to Subsidiaries.

     Loans to the  Subsidiaries  from the  Utility  Money  Pool shall be made as
open-account  advances,  pursuant  to the terms of this  agreement.  A  separate
promissory note will not be required for each individual transaction. Instead, a
promissory note evidencing the terms of the transactions  shall be signed by the
Parties to the transaction.  Any such note shall:  (a) be in  substantially  the
form filed as Exhibit  J-3 to the Form U-1  Application-Declaration  in File No.
70-9533 of the Commission; (b) be dated as of the date of the initial borrowing;
(c) mature on demand or on a date agreed by the Parties to the transaction,  but
in any event not later than one year after the date of the applicable borrowing;
and (d) be repayable in whole at any time or in part from time to time,  without
premium or penalty.

                                   ARTICLE II
                         OPERATION OF UTILITY MONEY POOL

     Section 2.01 Operation.

     Operation  of  the  Utility  Money  Pool,   including  record  keeping  and
coordination  of loans,  will be handled by SCANA Service under the authority of
the appropriate officers of the Parties.  SCANA Service shall be responsible for
the determination of all applicable  interest rates and charges to be applied to
advances  outstanding  at any time  hereunder,  shall  maintain  records  of all
advances,  interest charges and accruals and interest and principal payments for
purposes  hereof,  and shall prepare  periodic  reports thereof for the Parties.
SCANA  Service  will  administer  the Utility  Money Pool on an "at cost" basis.
Separate  records  shall be kept by SCANA  Service  for the  Utility  Money Pool
established  by this  Agreement and any other money pool  administered  by SCANA
Service.

     Section 2.02 Investment of Surplus Funds in the Utility Money Pool.

     Funds not required for the Utility  Money Pool loans (with the exception of
funds required to satisfy the Utility Money Pool's liquidity  requirements) will
ordinarily  be invested in one or more  short-term  investments,  including  (i)
interest-bearing  accounts with banks; (ii) obligations  issued or guaranteed by
the  U.S.  government  and/or  its  agencies  and  instrumentalities,  including
obligations under repurchase agreements;  (iii) obligations issued or guaranteed
by any state or political  subdivision  thereof,  provided that such obligations
are

                                       -4-


<PAGE>



rated not less than A by a nationally  recognized rating agency; (iv) commercial
paper rated not less than A-1 by S&P or P-1 by Moody's, or their equivalent by a
nationally   recognized  rating  agency;  (v)  money  market  funds;  (vi)  bank
certificates  of  deposit;   (vii)  Eurodollar  funds;  and  (viii)  such  other
investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder.

     Section 2.03 Allocation of Interest Income and Investment Earnings.

     The interest income and other investment income earned by the Utility Money
Pool on loans and  investment  of  surplus  funds  will be  allocated  among the
Parties in accordance with the proportion each Party's  contribution of funds in
the Utility  Money Pool bears to the total amount of funds in the Utility  Money
Pool and the cost of any External  Funds  provided to the Utility  Money Pool by
such Party.  Interest and other investment  earnings will be computed on a daily
basis and settled once per month.

     Section 2.04 Event of Default.

     If any  Subsidiary  shall  generally not pay its debts as such debts become
due, or shall  admit in writing its  inability  to pay its debts  generally,  or
shall make a general assignment for the benefit of creditors,  or any proceeding
shall be instituted by or against any Party seeking to adjudicate it bankrupt or
insolvent,  then SCANA  Service,  on behalf of the Utility  Money Pool,  may, by
notice to the Subsidiary,  terminate the Utility Money Pool's  commitment to the
Subsidiary  and/or  declare the principal  amount then  outstanding  of, and the
accrued  interest  on, the loans and all other  amounts  payable to the  Utility
Money  Pool  by the  Subsidiary  hereunder  to be  forthwith  due  and  payable,
whereupon such amounts shall be immediately due and payable without presentment,
demand,  protest  or other  formalities  of any kind,  all of which  are  hereby
expressly waived by each Subsidiary.

                                   ARTICLE III
                                  MISCELLANEOUS

     Section 3.01 Amendments.

     Any such amendment to this  Agreement  shall be adopted except in a writing
executed by Parties and subject to all  applicable  approvals by the SEC and the
applicable state utility regulatory commission.

     Section 3.02 Legal Responsibility.

     Nothing herein  contained shall render any Party liable for the obligations
of any other Party hereunder and the rights,  obligations and liabilities of the
Parties are several in accordance  with their  respective  obligations,  and not
joint.

                                       -5-


<PAGE>



     Section 3.03 Rules for Implementation.

     The Parties may develop a set of guidelines for implementing the provisions
of this  Agreement,  provided that the guidelines are consistent with all of the
provisions of this Agreement.

     Section 3.04 Governing Law.

     This Agreement  shall be governed by and construed in accordance  with, the
laws of the State of South Carolina.

     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by
the duly  authorized  officer  of each Party  hereto as of the date first  above
written.

SCANA CORPORATION


By:-----------------------------------
   Name:
   Title:

SCANA SERVICE COMPANY


By:-----------------------------------
   Name:
   Title:


SOUTH CAROLINA ELECTRIC AND GAS COMPANY


By:-----------------------------------
   Name:
   Title:


                                       -6-


<PAGE>



SOUTH CAROLINA GENERATING COMPANY, INC.


By:-----------------------------------
   Name:
   Title:

SOUTH CAROLINA FUEL COMPANY, INC.


By:-----------------------------------
   Name:
   Title:

PUBLIC SERVICE COMPANY OF NORTH CAROLINA


By:-----------------------------------
   Name:
   Title:


Date: _________, 2000


                                       -7-

