Exhibit 3.07

                             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 3,203 itemized as
                  follows:



                  Class                                                       Series                    No. of Shares

         Cumulative Preferred Stock ($50 par value)                           4.50%                           1,203
         Cumulative Preferred Stock ($50 par value)                           4.60% Series A                  2,000

         (b)      The aggregate number of issued shares of the corporation after
                  giving effect to such cancellation is 41,630,840, itemized as
                  follows:



         Class                                        Series                    No. of Shares

                                                                           
Cumulative Preferred Stock ($50 par value)            5%                            125,209
      "          "         "          "               4.60%                               0
      "          "         "          "               4.50%                           8,397
      "          "         "          "               4.60% (Series A)               14,052
      "          "         "          "               5.125%                         66,000
      "          "         "          "               4.60% (Series B)               54,400
      "          "         "          "               6%                             66,635
      "          "         "          "               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
                                                                                  ----------

                                                                                 41,630,840



     (c) The amount of the stated capital of the corporation after giving effect
to such cancellation is $298,067,311.50.





                                                              Page 2




         (d)      The number of shares which the corporation has authority to
                  issue after giving effect to such cancellation is 56,424,693,
                  itemized as follows:

                  Class                                                       Series                    No. of Shares

                                                                                                   
         Cumulative Preferred Stock ($50 par value)                           5%                            125,209
               "          "         "          "                             4.60%                               0
               "          "         "          "                             4.50%                           8,397
               "          "         "          "                              4.60% (Series A)               14,052
               "          "         "          "                              5.125%                         66,000
               "          "         "          "                              4.60% (Series B)               54,400
               "          "         "          "                              6%                             66,635
               "          "         "          "                              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
                                                                                                         ----------
                                                                                                         56,424,693



                  --
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:  August 30, 2001             By:__________________________________________
                                                          Secretary