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                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

                  Pursuant to Section 33-10-106 of the 1976 South Carolina Code,
as  amended,  the  undersigned  corporation  adopts the  following  Articles  of
Amendment to its Articles of Incorporation:


1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY.


2.       On                    , the corporation adopted the following
Amendment(s) of its Articles of Incorporation:

                                 NOT APPLICABLE


3.       The manner,  if not set forth in the amendment,  in which any exchange,
         reclassification,  or cancellation of issued shares provided for in the
         Amendment shall be effected, is as follows:

         (a) The number of redeemable  shares of the  corporation  reacquired by
redemption or purchase is 9,407 itemized as follows:

          Class                                 Series             No. of Shares

 Cumulative Preferred Stock ($50 par value)     4.50%                    1,600
 Cumulative Preferred Stock ($50 par value)     4.60% (Series A)         1,842
 Cumulative Preferred Stock ($50 par value)     5.125%                   2,000
 Cumulative Preferred Stock ($50 par value)     6.00%                      565
 Cumulative Preferred Stock ($50 par value)     4.60% (Series B)        3,400

         (b)      The aggregate number of issued shares of the corporation after
                  giving effect to such cancellation is 41,656,443,  itemized as
                  follows:

         Class                                    Series           No. of Shares

Cumulative Preferred Stock ($50 par value)        5%                   125,209
      "          "         "          "           4.60%                      0
      "          "         "          "           4.50%                 12,800
      "          "         "          "           4.60% (Series A)      20,052
      "          "         "          "           5.125%                68,000
      "          "         "          "           4.60% (Series B)      61,200
      "          "         "          "           6%                    73,035
      "          "         "          "           9.40%                      0
      "          "         "    ($100 par value)  8.12%                      0
      "          "         "          "           7.70%                      0
      "          "         "          "           8.40%                      0
      "          "         "     ($50 par value)  8.72%                      0
      "          "              ($100 par value) 6.52%              1,000,000

Common Stock ($4.50 par value)                    ------            40,296,147
                                                                    ----------
                                                                    41,656,443

         (c)      The amount of the  stated  capital  of the  corporation  after
                  giving effect to such cancellation is $299,347,461.50.


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         (d)      The number of shares which the  corporation  has  authority to
                  issue after giving effect to such  cancellation is 56,450,296,
                  itemized as follows:

                  Class                              Series        No. of Shares

 Cumulative Preferred Stock ($50 par value)          5%                 125,209
       "          "         "          "             4.60%                    0
       "          "         "          "             4.50%               12,800
       "          "         "          "             4.60% (Series A)    20,052
       "          "         "          "             5.125%              68,000
       "          "         "          "             4.60% (Series B)    61,200
       "          "         "          "             6%                  73,035
       "          "         "          "             9.40%                    0
       "          "         "    ($100 par value)    8.12%                    0
       "          "         "          "             7.70%                    0
       "          "         "          "             8.40%                    0
       "          "         "    ($50 par value)     8.72%                    0
       "          "         "    ($100 par value)    6.52%            1,000,000


 Serial Preferred Stock  ($50 par value)  (1 vote)                      640,000
 Serial Preferred Stock  ($100 par value) (1 vote)                    1,750,000
 Serial Preferred Stock  ($25 par value)  (1/4 vote)                  2,000,000
 Serial Preferred Stock  ($50 par value)  (1/2 vote)                    700,000
 Common Stock  ($4.50 par value)                                     50,000,000
                                                                     ----------
                                                                     56,450,296


                    --
4.       (a)      |__|     Amendment(s) adopted by shareholder action.

                  At the  date of  adoption  of the  amendment,  the  number  of
         outstanding  shares of each voting group entitled to vote separately on
         the Amendment, and the vote of such shares was:

        Number of      Number of         Number of Votes    Number of Undisputed
Voting  Outstanding    Votes Entitled    Represented at     Shares Voted
Group   Shares         to be Cast        the meeting        For          Against
-----   -------------  ----------------  -----------------  --------------------



         (b) |XX| The  Amendment(s)  was duly  adopted by the  incorporators  or
         board of directors  without  shareholder  approval pursuant to Sections
         33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina Code,
         as amended, and shareholder action was not required.


5.       Unless  a  delayed  date is  specified,  the  effective  date of  these
         Articles of Amendment shall be the date of the acceptance for filing by
         the Secretary of State (See Section 33-1-230(b)):


                                 SOUTH CAROLINA ELECTRIC & GAS COMPANY



Date:  March 1, 2000              By:__________________________________________
                                                        Secretary
