





                                                              Exhibit 3.20


                                     BYLAWS

                                       OF

                      SOUTH CAROLINA ELECTRIC & GAS COMPANY


                        (Subsidiary of SCANA Corporation)




                             AS REVISED AND AMENDED
                                FEBRUARY 22, 2000



<PAGE>


177

                                    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.



<PAGE>


                                   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 the stockholders  shall be held on a date
and at a time and place selected by the Board of Directors.  Such meeting may be
held either within or without the State of South Carolina. The Board will select
a date at said meeting for the following  year with the date  occurring  between
April 16 and April 30 of said year,  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.
         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 Bylaws
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  Article 10 hereof)  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 7 of this
Article, 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 by a majority of the votes cast by holders of
shares entitled to vote on such question at such meeting.
         Section 5.  Special  meetings  of the  stockholders  for any purpose or
purposes,  unless otherwise prescribed by statute, may be called by the 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  6.  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 7. 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  waived or  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 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.
                  Section 8. Conduct of Meeting. The Board of Directors shall be
entitled  to make such  rules,  regulations  and  procedures  for the conduct of
meetings of stockholders as it shall deem necessary,  appropriate or convenient.
Subject to such rules,  regulations and procedures of the Board of Directors, if
any, the chairman of the meeting shall have the right and authority to prescribe
such  rules,  regulations  and  procedures  and to do all such  acts as,  in the
judgment of such  chairman,  are  necessary,  appropriate  or convenient for the
proper conduct of the meeting, including,  without limitation,  establishing (a)
an agenda or order of  business  for the  meeting,  (b) rules,  regulations  and
procedures for maintaining order at the meeting and the safety of those present,
(c)  limitations on  participation  in such meeting to stockholders of record of
the Corporation and their duly authorized and constituted proxies and such other
persons as the chairman shall permit,  (d)  restrictions on entry to the meeting
after the time fixed for the commencement  thereof,  (e) limitations on the time
allotted to questions or comments by participants and (f) rules, regulations and
procedures  governing  the opening and  closing of the polls for  balloting  and
matters which are to be voted on by ballot.  Unless and to the extent determined
by  the  Board  of  Directors  or  the  chairman  of the  meeting,  meetings  of
stockholders  shall  not be  required  to be held in  accordance  with  rules of
parliamentary procedure.

                                   ARTICLE IV
                                    DIRECTORS

         Section  1. The  property  and  business  of the  Corporation  shall be
managed by its Board of  Directors.  The number of  directors  shall be not more
than twenty (20).  The directors  shall be elected at the annual  meeting of the
stockholders  or at a special  meeting  called for that  purpose.  Each director
shall be elected to serve  until the next  annual  meeting of  stockholders  and
thereafter until his successor shall be elected and shall qualify.  Any director
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors.
         Section 2. In addition to the powers and  authorities  by these  Bylaws
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  Bylaws  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 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. The Board of Directors of the Corporation may hold meetings,
both regular and special,  either within or without the State of South Carolina.
If so authorized by law,  members of the Board of Directors may participate in a
meeting  of  the  Board  by  means  of  telephone  conference  call  or  similar
communications  by which all persons  participating in the meeting may hear each
other at the same time.
         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 or the Vice Chairman, if any, 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.
         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 Bylaws.
         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. Whenever,  by any provision of law, the vote of directors at
a meeting  thereof is required or permitted to be taken in  connection  with any
corporate  action,  the meeting and vote of directors may be dispensed  with, if
all the directors shall consent in writing to such corporate action being taken.
Such  consents  shall be filed  with the  minutes  of  meetings  of the Board of
Directors.
         Section 7. Directors,  as such, shall not receive any stated salary for
their  services,  but, by resolution of the Board of Directors,  a fixed fee and
expenses of attendance, if any, may be allowed for attendance at each regular or
special  meeting of the Board (or of any committee of the Board),  provided that
nothing  herein  contained  shall be construed  to preclude  any  Director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.
         Section 8.  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,  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.


<PAGE>


                                   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 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 at the time of such
action in session.
         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.


<PAGE>


                                   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 and a Vice
Chairman of the Board. In the event there shall be a Chairman of the Board,  the
Board of Directors  shall  designate  whether he or the  President  shall be the
Chief Executive Officer of the Corporation. If there shall be no 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.
         Section  2. The  Board of  Directors,  at its first  meeting  after the
election of directors by the stockholders,  shall elect from among its members a
President and, if it deems proper,  a Chairman and a Vice Chairman of the Board.
It shall also elect 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.  No
officer  receiving  compensation  from any affiliated  company shall at the same
time be compensated by this 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.
                                  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,  if there be one, and
all committees appointed by the Board of Directors,  except the Audit Committee,
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 Bylaws, 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 Bylaws, delegate such power of removal.


<PAGE>


                                   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 Article VII
of these  Bylaws,  have all the powers and duties  granted and  delegated to the
Chief  Executive  Officer by Article VIII of these Bylaws.  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 Bylaws or by the Board of Directors.
                                    ARTICLE X
                           VICE CHAIRMAN OF THE BOARD

         Section  1. The Vice  Chairman  of the  Board,  if there be one,  shall
perform  necessary  duties of the  Chairman in case of the absence or  temporary
incapacity  of the  Chairman.  He shall have such other  powers and perform such
other duties as may be prescribed  from time to time by law, by the Bylaws or by
the Board of Directors.

                                   ARTICLE XI
                                  THE PRESIDENT

         Section 1. The President shall, in the absence of the Chairman and Vice
Chairman of the Board or if there  shall be no Chairman or 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 Article VII of these Bylaws,  have all the powers and duties granted
and delegated to the Chief Executive Officer by Article VIII of these Bylaws.
         In the event there shall be a Chairman of the Board who shall have been
designated as Chief Executive Officer of the Corporation pursuant to Article VII
of these Bylaws,  then the President shall have such powers and duties as may be
assigned to him by the Chairman of the Board of Directors. In addition, he shall
be a member of the Executive Committee, and, in the absence or disability of the
Chairman and Vice Chairman of the Board, he shall have all the powers and duties
of the Chairman of the Board.
         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 Bylaws 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 Bylaws,  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,  and may  designate  any of such Vice  Presidents  as
Executive Vice Presidents and Senior Vice Presidents.

                                  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 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.
                                   ARTICLE XV
                                 THE CONTROLLER

         Section 1. The controller of the Corporation, if there be one, 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 Bylaws, or by the Board of Directors.
         If there be no Controller,  the Treasurer  shall perform the duties set
forth above for the Controller.
         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. If the office of any  director  becomes  vacant by reason of
death, resignation,  retirement,  disqualification,  or otherwise, the directors
then in office,  although less than a quorum,  by a majority  vote,  may elect a
successor or successors, who shall hold office for the unexpired term in respect
of which such  vacancy  occurred.  If the office of any  officer of the  Company
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.
                                  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 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.


<PAGE>


                                  ARTICLE XXII
                             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 XXIII
                                LOST CERTIFICATES

         Section 1. Whenever any stockholders  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  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 XXIV
                               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 XXV
                   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.

                                  ARTICLE XXVI
                             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.


<PAGE>


                                  ARTICLE XXVII
                                   FISCAL YEAR

         Section 1. The fiscal year shall begin the first day of January in each
year.
                                 ARTICLE XXVIII
                                    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 XXIX
                                     NOTICES

         Section 1. In addition to the telegraphic  notice  permitted by Article
XV of these  Bylaws,  whenever  under the  provisions  of these Bylaws 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 Bylaws.


<PAGE>


                                   ARTICLE XXX
                 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.
                                  ARTICLE XXXI
                                   AMENDMENTS

         Section 1. Any of these  Bylaws may be  altered,  amended or  repealed,
and/or one or more new Bylaws 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 Bylaws may also be altered,  amended or
repealed,  and/or  one or more  new  Bylaws  may be  adopted,  by the  vote of a
majority or by the written consent 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 or by the written  consent 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 Bylaws made by the Board of Directors  and/or
reinstate any of these Bylaws repealed by the Board of Directors,  and/or repeal
any new By-Law adopted by the Board of Directors.


<PAGE>
