
             As filed with the Securities and Exchange Commission on
                                  May 22, 2000

                                File No. 70-9639

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                -------------------------------------------------
                      PRE-EFFECTIVE AMENDMENT NO. 2 TO THE
                             APPLICATION-DECLARATION
                                   ON FORM U-1
                                    UNDER THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                -------------------------------------------------

                                SCANA CORPORATION
                                1426 Main Street
                         Columbia, South Carolina 29201
                -------------------------------------------------
                  (Name of companies filing this statement and
                     address of principal executive offices)

                                SCANA CORPORATION
                -------------------------------------------------
                 (Name of top registered holding company parent)

                                 Kevin B. Marsh
                                H. Thomas Arthur
                                SCANA CORPORATION
                                1426 Main Street
                         Columbia, South Carolina 29201
                -------------------------------------------------
                     (Name and address of agent for service)

                  The Commission is requested to mail copies of
                   all orders, notices and communications to:

                              William S. Lamb, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                            New York, New York 10019

<PAGE>

     SCANA Corporation,  a South Carolina corporation ("SCANA") and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act") hereby amends and restates its  Application-Declaration  on Form U-1
(File No. 70-9639),  initially filed with the Securities and Exchange Commission
(the "Commission") on February 28, 2000 and as amended and restated on March 14,
2000, as follows:

ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTIONS

     SCANA is hereby  seeking  authorization  for the approval of the Commission
under  Sections  6(a), 7 and 12(e) of the Act and Rules 62(d) and 65  thereunder
for: (i) the granting of awards of Stock  Options,  Stock  Appreciation  Rights,
Restricted Stock,  Performance Shares and Performance Units  (collectively,  the
"Awards") under its Long-Term Equity  Compensation  Plan (the "Plan"),  (ii) the
issuance  of up to five  million  shares of its no par value  common  stock (the
"Common  Stock") over the period  beginning  with the effective date of an order
issued  pursuant to this filing and  continuing  for a period of three (3) years
from the date of such  order,  in  connection  with  such  Awards  and (iii) the
solicitation  of proxies with respect to the Plan at SCANA's 2000 Annual Meeting
of  Shareholders.  The maximum  aggregate number of shares of Common Stock to be
issued under the Plan is five million shares.

     On February 9, 2000, SCANA received approval from the Commission to acquire
the outstanding  voting  securities of Public Service Company of North Carolina,
Incorporated  ("PSNC") in a merger  transaction (HCAR No.  35-27133).  SCANA and
PSNC completed  their merger  effective at the close of business on February 10,
2000 and SCANA  registered as a public utility  holding company under the Act on
February 11, 2000. In connection  with such  registration  under the Act,  SCANA
received approval from the Commission on February 14, 2000 for certain financing
transactions,  including the issuance of up to 10 million shares of Common Stock
under SCANA's  direct stock  purchase and dividend  reinvestment  plan,  certain
incentive  compensation plans and certain other employee benefit plans (HCAR No.
35-27137).  Upon approval of the Plan discussed herein, SCANA will be authorized
to issue up to 15 million  shares under its various  plans.  To the knowledge of
SCANA, no state laws, other than the laws of the State of South Carolina,  apply
to the transactions contemplated herein.

     The Board of  Directors  of SCANA  adopted  the Plan for SCANA at a meeting
held on February 22, 2000,  subject to  shareholder  and  regulatory  approvals.
SCANA's  shareholders  approved  the Plan at  SCANA's  2000  Annual  Meeting  of
Shareholders held on April 27, 2000.

     A.   Authorization to Grant Awards Pursuant to the Plan

     The  purpose of the Plan is to  optimize  the  profitability  and growth of
SCANA through  long-term  incentives which are consistent with SCANA's goals and
which  link  the  personal   interests  of  participants  to  those  of  SCANA's
stockholders;  to provide  participants  with an  incentive  for  excellence  in
individual performance and to promote teamwork among participants.  In addition,
the Plan is intended to provide flexibility to SCANA in its ability to motivate,
attract,   and  retain  the  services  of  participants   who  make  significant
contributions  to  SCANA's  success  and to allow  participants  to share in the
success of SCANA.

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<PAGE>

     The Plan will be  administered by a committee of SCANA's Board of Directors
that is  comprised  entirely of  directors  who satisfy the  "outside  director"
requirements of Section 162(m) of the Internal  Revenue Code of 1986, as amended
(the "Code") and who are "Non-Employee Directors" as defined in Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, (the "Committee"),  except that
the full Board of  Directors  will  administer  the Plan with  respect to Awards
granted  to  directors.  The  Committee  will  have the  authority  to  delegate
administrative duties to officers or directors of SCANA.

     The maximum five million shares reserved for issuance to participants under
the Plan is  subject  to  appropriate  adjustment  by the  Committee  to prevent
dilution or enlargement of participants' rights under the Plan.

     The  following  Awards  may be  granted  under the Plan.  No grant  will be
exercisable or payable before approval of SCANA  stockholders and the Commission
hereunder have been obtained and all grants made prior to said approvals will be
contingent upon such approvals.

     (i) Stock  Options.  Stock  Options  under the Plan are rights to  purchase
shares of Common  Stock at a specified  price during a  prescribed  period.  The
exercise  price for Common  Stock will be at least the fair market  value at the
date of the grant. The maximum aggregate number of shares that may be granted in
the form of Stock Options,  pursuant to any Award granted in any one fiscal year
to any one single participant shall be 300,000 shares.

     (ii) Stock  Appreciation  Rights ("SARs").  SARs under the Plan are divided
into "freestanding" SARs and "tandem" SARs.  Freestanding SARs will have a grant
price  equal to the fair  market  value of Common  Stock on the date of grant of
such SAR.  Tandem SARs will have a grant price equal to the option  price of the
related  option and may be exercised for all or part of the Common Stock subject
to the related option upon the surrender of the right to exercise the equivalent
portion of the related option.  At the discretion of the Committee,  the payment
upon SAR exercise may be in cash,  in Common Stock of  equivalent  value,  or in
some  combination  thereof.  The maximum  aggregate number of shares that may be
granted  in the form of SARs,  pursuant  to any Award  granted in any one fiscal
year to any one single participant shall be 300,000 shares.

     (iii)  Restricted  Stock.  Restricted  Stock under the Plan is Common Stock
that is issued to a  participant  subject to a  condition  that the  participant
continue  as  an  employee  or a  member  of  SCANA's  Board  of  Directors,  as
applicable,  for a specified  period of time  and/or  satisfy  other  applicable
conditions or performance  requirements.  The maximum aggregate number of shares
that may be  granted  in the form of  Restricted  Stock,  pursuant  to any Award
granted in any one fiscal  year to any one single  participant  shall be 150,000
shares.  The aggregate  maximum number of shares that may be granted in the form
of Restricted Stock under the Plan is one million.

     (iv) Performance Shares. Performance Shares are rights to receive shares of
Common Stock or an equivalent amount of cash, contingent upon the achievement of
specified  performance goals determined by the Committee.  The maximum aggregate
number of shares that

                                        2
<PAGE>

may be granted in the form of Performance Shares,  pursuant to any Award granted
in any one fiscal year to any one single participant shall be 200,000 shares.

     (v)  Performance  Units.  Performance  Units are rights to receive  cash or
other property of equivalent value including shares of Common Stock,  contingent
upon the achievement of specified performance goals determined by the Committee.
The maximum  aggregate payment with respect to Performance Units pursuant to any
Award  granted in any one fiscal  year to any one  single  participant  shall be
equal to the value of $1,000,000.

     The term of any Stock  Option or SAR  granted in tandem  therewith  may not
exceed  ten years  from the grant  date.  In the event of a change in control of
SCANA, any outstanding Stock Options and SARs become immediately exercisable and
remain exercisable  throughout their entire term and any restriction periods and
restrictions imposed on Restricted Stock which are not  performance-based  shall
lapse. The treatment of any Awards which are performance-based will be addressed
in the participants' related Award agreement.  The Committee may at any time and
from time to time,  alter,  amend,  suspend or terminate the Plan in whole or in
part for any purpose which the Committee deems appropriate;  provided,  however,
no amendment shall without shareholder approval (i) increase the total number of
shares that may be issued  under the Plan or the maximum  awards  thereunder  or
(ii) modify the requirements as to eligibility for benefits under the Plan.

     The Plan is  designed  to comply  with  limits  imposed  by the Code on the
ability of a public  company to claim tax deductions  for  compensation  paid to
certain  highly  compensated  executives.  Section  162(m) of the Code generally
denies  a  federal  income  tax  deduction  for  annual  compensation  exceeding
$1,000,000  paid to the Chief  Executive  Officer and the four other most highly
compensated  officers  of a  public  company.  Certain  types  of  compensation,
including some performance-based  compensation, are generally excluded from this
deduction limit. While SCANA believes  compensation payable pursuant to the Plan
will be deductible  for federal  income tax purposes  under most  circumstances,
compensation not qualified under Section 162(m) of the Code may be payable under
certain circumstances.

     The Plan is incorporated by reference  as Exhibit A-3 hereto.  SCANA's Form
S-8 Registration  Statement relating to the Plan is incorporated by reference as
Exhibit C-1 hereto.

     B.   Authorization to Issue Shares of Common Stock Under the Plan

     SCANA anticipates that the Awards to be granted under the Plan could result
in the issuance of up to five million  shares of Common Stock.  SCANA intends to
file a registration statement with the Commission for the purpose of registering
the  shares  of  Common  Stock  to be  issued  pursuant  to the Plan  under  the
Securities  Act of 1933,  as amended  (the "1933 Act").  SCANA  hereby  requests
authorization  for the issuance of up to five million  shares of Common Stock in
connection with Awards to be granted under the Plan.

                                        3
<PAGE>

     C.   Solicitation of Proxies

     SCANA intends to submit the Plan to the holders of its  outstanding  Common
Stock for  consideration  and action at the Annual  Meeting to be held April 27,
2000.  Drafts  of the  notice  and  proxy  statement  to be  mailed  to  SCANA's
shareholders  in  connection  with the Annual  Meeting are included  herewith as
Exhibit  H-1.  The  Applicants  will mail the proxy  materials  to SCANA  common
shareholders  on or about March 17, 2000.  Accordingly,  in order to accommodate
this  schedule  and to  permit  sufficient  time  for  advance  preparation  and
printing, the Applicants request that the Commission issue an order by not later
than March 9, 2000  permitting the Applicants to solicit proxies with respect to
the Plan.

     D.   Involvement of SCANA and its Affiliates with Exempt
          Wholesale Generators and Foreign Utility Companies

     The proposed  transactions may be subject to Rules 53 and 54 under the Act.
Neither SCANA nor any subsidiary  thereof  presently has, or as a consequence of
the  proposed  transactions  will have,  an  interest  in any  exempt  wholesale
generator  ("EWG") or  foreign  utility  company  ("FUCO"),  as those  terms are
defined in Sections  32 and 33 of the Act,  respectively.  None of the  proceeds
from the proposed transactions will be used to acquire any securities of, or any
interest in, an EWG or FUCO. Moreover, neither SCANA nor any of its subsidiaries
is, or as a consequence of the proposed  transactions  will become,  a party to,
and such entities do not and will not have any rights under, a service, sales or
construction  contract  with any  affiliated  EWGs or FUCOs except in accordance
with the  rules and  regulations  promulgated  by the  Commission  with  respect
thereto.  Consequently,  all applicable requirements of Rule 53(a)-(c) under the
Act are satisfied as required by Rule 54 under the Act.

ITEM 2.   FEES, COMMISSIONS AND EXPENSES

     The fees,  commissions  and expenses of the  Applicants  are expected to be
paid or incurred,  directly or indirectly,  in connection with the  transactions
described above are estimated as follows:

     Commission filing fee under the
     Securities Act of 1933              ........................ $1,320

     Legal fees                          ........................ $15,000

     Exchanging, printing and engraving
     of stock certificates               ........................ $10,000

     Miscellaneous                       ........................ $5,000

                                  Total  ........................ $31,320


                                        4
<PAGE>

ITEM 3.   APPLICABLE STATUTORY PROVISIONS

     Sections 6 and 7 of the Act are  deemed to be  applicable  to the  proposed
issuance  of  Common  Stock.  Section  12(e) of the Act and  Rules  62(d) and 65
thereunder are deemed  applicable to the  solicitation of proxies for the Annual
Meeting of Shareholders.

     To the extent that the proposed transaction is considered by the Commission
to require authorization,  approval or exemption under any section of the Act or
provision  of rules or  regulations  other than those  specifically  referred to
herein, request for such authorization, approval or exemption is hereby made.

ITEM 4.   REGULATORY APPROVALS

     No state or federal  commission  other than the Commission has jurisdiction
with   respect  to  any  of  the   proposed   transactions   described  in  this
Application-Declaration.

ITEM 5.   PROCEDURE

     On March 14, 2000, the Commission issued and published the requisite notice
under  Rule  23  with  respect  to  this  Application-Declaration;  such  notice
specifying  April 4, 2000 as the date by which  comments  may be entered and the
date on which an order granting and permitting  the  Application-Declaration  to
become  effective may be entered by the  Commission.  In addition,  on March 14,
2000, the Commission  issued and published its order approving the  solicitation
of proxies  regarding  approval of the Plan at SCANA's  2000  Annual  Meeting of
Shareholders.

     SCANA    hereby    requests    that   there   be   no   hearing   on   this
Application-Declaration  and  that the  Commission  issue  its  order as soon as
practicable  after the  filing  hereof.  No  recommended  decision  by a hearing
officer or other responsible  officer of the Commission is necessary or required
in this matter.  The Division of  Investment  Management of the  Commission  may
assist in the  preparation of the  Commission's  decision in this matter.  There
should be no thirty-day  waiting  period between the issuance and effective date
of any order issued by the  Commission  in this matter,  and it is  respectfully
requested  that any such  order be made  effective  immediately  upon the  entry
thereof.

ITEM 6.   EXHIBITS AND FINANCIAL STATEMENTS

     a)   Exhibits

          Exhibit No.                        Description of Exhibit
          -----------                        ----------------------
              A-1                 Restated Articles of Incorporation of SCANA
                                  as adopted on April 26, 1989 (Filed with the
                                  Commission as Exhibit 3-A to Registration
                                  Statement No. 33-49145 and incorporated by
                                  reference herein).


                                        5
<PAGE>

              A-2                 Articles of Amendment of SCANA, dated
                                  April 27, 1995 (Filed with the Commission as
                                  Exhibit 4-B to Registration Statement No. 33-
                                  62421 and incorporated by reference herein).

              A-3                 SCANA's Long-Term Equity Compensation Plan
                                  (Filed with the Commission as Exhibit 4.04 to
                                  Registration Statement No. 333-37398 and
                                  incorporated by reference herein).

              C-1                 Form S-8 Registration Statement No. 333-37398
                                  relating to SCANA's issuance of Common
                                  Stock under the Plan (Filed with the
                                  Commission on May 19, 2000 and incorporated by
                                  reference herein).

              F-1                 Opinion of Counsel.

              F-2                 "Past Tense" Opinion of Counsel (To be Filed
                                  by Amendment).

              G-1                 Financial Data Schedule (previously filed).

              H-1                 SCANA's Proxy Statement relating, in part, to
                                  the approval of the Plan (Filed with the
                                  Commission on March 17, 2000 and
                                  incorporated by reference herein).

              H-2                 Proposed Form of Notice (previously filed).

     b)   Financial Statements

              No.                     Description of Financial Statements
              ---                     -----------------------------------
              FS-1                SCANA's Actual Consolidated Condensed
                                  Balance Sheet as of  December 31, 1999 (Filed
                                  with the Commission with SCANA's 10-K for
                                  the period ended December 31, 1999 (File
                                  No. 1-8809) and incorporated by reference
                                  herein).

              FS-2                SCANA's Unaudited Pro Forma Condensed
                                  Consolidated Balance Sheets (previously
                                  filed).


                                        6
<PAGE>

              FS-3                SCANA's Actual Consolidated Condensed
                                  Statement of Earnings for the nine months
                                  ended December 31, 1999 (Filed with the
                                  Commission with SCANA's 10-K for the
                                  period ended December 31, 1999 (File No. 1-
                                  8809) and incorporated by reference herein).

              FS-4                SCANA's Unaudited Pro Forma Consolidated
                                  Condensed Statement of Earnings (previously
                                  filed).

              FS-5                Notes to SCANA's Unaudited Pro Forma
                                  Condensed Consolidated Financial Statements
                                  (previously filed).


ITEM 7.   INFORMATION AS TO ENVIRONMENTAL EFFECTS

     None of the matters  that are the  subject of this  Application-Declaration
involve a "major federal action" nor do they  "significantly  affect the quality
of the human  environment"  as those terms are used in Section  102(2)(C) of the
National  Environmental  Policy Act. None of the proposed  transactions that are
the  subject  of this  Application-Declaration  will  result in  changes  in the
operation of the  Applicants  that will have an impact on the  environment.  The
Applicants  are not  aware  of any  federal  agency  which  has  prepared  or is
preparing an  environmental  impact  statement with respect to the  transactions
proposed herein.

                                        7
<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the undersigned has duly caused this  Application-Declaration to be signed
on its behalf by the undersigned thereunto duly authorized.

Dated: May 22, 2000

                                        SCANA CORPORATION


                                        By:/s/ H. Thomas Arthur
                                           -----------------------------
                                        Name:  H. Thomas Arthur
                                        Title: Senior Vice President and
                                                 General Counsel

                                        8
