35-CERT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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Application of SCANA Corporation    )    CERTIFICATE PURSUANT TO
on Form U-1 (File No. 70-9521)      )    RULE 24 UNDER THE PUBLIC
                                    )    UTILITY HOLDING COMPANY
                                    )    ACT OF 1935
                                    )

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     Pursuant to the  requirements  of Rule 24 under the Public Utility  Holding
Company Act of 1935, as amended, SCANA Corporation, a South Carolina corporation
("SCANA"),  certifies  that  the  merger  of  Public  Service  Company  of North
Carolina,  Incorporated,  a North Carolina corporation with and into New Sub II,
Inc., a South Carolina  corporation and subsidiary of SCANA ("New Sub II"), with
New   Sub   II   as   the   surviving   corporation,    as   proposed   in   the
Application/Declaration  to the  Commission  on Form U-1 (File No.  70-9521)  of
SCANA  and  authorized  by order of the  Commission  in Public  Utility  Holding
Company Act Release No.  35-27133,  dated February 9, 2000, has been carried out
in accordance with the terms and conditions of and for the purposes  represented
by the  Application/Declaration  and  of the  Commission's  order  with  respect
thereto.  Upon  completion of the merger,  New Sub II changed its name to Public
Service Company of North Carolina, Incorporated.

Exhibits

          F-2  "Past Tense" Opinion of Counsel









                                    SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935,  SCANA has duly caused this  Certificate to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       SCANA Corporation

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

Dated:   February 18, 2000



                                       -2-

EX-5

                         [SCANA Corporation Letterhead]

                                                February 18, 2000


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

               Re:  SCANA Corporation (File No. 70-09521)

Ladies and Gentlemen:

     This opinion is furnished to the  Securities and Exchange  Commission  (the
"Commission")  in  connection  with  the  filing  with  the  Commission  of  the
Application/Declaration on Form U-1 (File 70-09521) (the "Application") of SCANA
Corporation  (the  "Company")  under the Public Utility  Holding  Company Act of
1935, as amended (the "Act").  The  Application  requested  that the  Commission
issue an order authorizing the acquisition (the "Acquisition") by the Company of
all of the  issued  and  outstanding  shares of common  stock of Public  Service
Company of North Carolina,  Incorporated  ("PSNC"),  which,  among other things,
operates a gas utility company (as defined in section 2(a)(4) of the Act) in the
State of North  Carolina.  The  Commission  issued an order on  February 9, 2000
approving the Acquisition (HCAR No. 35-27133).  I am senior  vice-president  and
general  counsel to the  Company  and have  acted as  counsel to the  Company in
connection with the filing of the Application.

     In  connection  with this  opinion,  I have  examined  originals  or copies
certified or otherwise  identified to my satisfaction of such corporate  records
of the Company  and PSNC,  certificates  of public  officials,  certificates  of
officers and  representatives  of the Company and PSNC, and other documents as I
have deemed necessary in order to render the opinions hereinafter set forth.

     In such examination,  I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity to
the original






Securities and Exchange Commission
February 18, 2000
Page 2


documents of all documents  submitted to us as copies.  As to any facts material
to my opinion,  I have, when relevant facts were not independently  established,
relied upon the aforesaid agreements, instruments, certificates and documents.

     The opinions  expressed below with respect to the Acquisition  described in
the Application are subject to the following further assumptions and conditions:

     a. The  Acquisition  has been duly  authorized and approved,  to the extent
required by the governing  corporate documents and applicable state laws, by the
Board of Directors of the Company and PSNC and the shareholders of PSNC.

     b. All required approvals, authorizations,  consents, certificates, rulings
and orders of, and all filings and  registrations  with, all applicable  federal
and state commissions and regulatory authorities with respect to the Acquisition
have  been  obtained  or made,  as the case may be,  and have  become  final and
unconditional  in all  respects  and have  remained  in  effect  (including  the
approval and  authorization of the Commission under the Act) and the Acquisition
has been  accomplished in accordance  with all such  approvals,  authorizations,
consents, certificates, orders, filings and registrations.

     c. The Commission has duly entered an appropriate order with respect to the
Acquisition  as  described  in  the  Application  granting  and  permitting  the
Application  to become  effective  under  the Act and the rules and  regulations
thereunder.

     d. The registration  statement (no. 333-78227) filed with the Commission on
May 11, 1999 with respect to the shares of Company  common stock to be issued in
connection with the Acquisition and declared  effective by the Commission on May
12, 1999,  remains effective pursuant to the Securities Act of 1933, as amended;
no stop order has been entered with respect thereto;  and the issuance of shares
of Company common stock in connection with the Acquisition has been  consummated
in compliance  with the  Securities  Act of 1933, as amended,  and the rules and
regulations thereunder.

     e. The  solicitation of proxies from the  shareholders of PSNC with respect
to the Acquisition was conducted in accordance with the Securities  Exchange Act
of 1934, as amended, and the rules and regulations thereunder.

     f. The  applicable  waiting  period under the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976, as amended,  and the rules and regulations  thereunder
has expired.

     g. The appropriate  articles of merger has been duly and validly filed with
the Secretary of State of the State of South Carolina,  and such other corporate
formalities  as are required by the laws of the State of South  Carolina for the
consummation of the Acquisition have






Securities and Exchange Commission
February 18, 2000
Page 3


been taken; and such mergers has become effective in accordance with the laws of
the State of South Carolina.

     h. The parties have  obtained all consents,  waivers and releases,  if any,
required for the Acquisition under all applicable governing corporate documents,
contracts,  agreements, debt instruments,  indentures,  franchises, licenses and
permits.

     Based on the foregoing,  and subject to the  assumptions and conditions set
forth herein, I am of the opinion that:

     1. All state laws applicable to the proposed Acquisition have been complied
with;  however,  we express no opinion as to the need to comply  with state blue
sky laws.

     2. The Company is a  corporation  validly  organized,  duly existing and in
good standing in the State of South  Carolina.  Public Service  Company of North
Carolina,  Incorporated,  formerly New Sub II, Inc.,  is a  corporation  validly
organized, duly existing and in good standing in the State of South Carolina.

     3. The  shares  of  Company  common  stock  issued in  connection  with the
Acquisition  have been validly  issued,  fully paid and  nonassessable,  and the
holders thereof are entitled to the rights and privileges  appertaining  thereto
set forth in the restated Articles of Incorporation of the Company.

     4. The Company has legally acquired the shares of common stock of PSNC.

     5. The  consummation of the Acquisition did not violate the legal rights of
the holders of any securities issued by the Company.

     I am a member of the State Bar of South  Carolina  and do not purport to be
an expert on, nor do I opine as to the laws of any  jurisdiction  other than the
State of South Carolina and the federal laws of the United States of America.

     I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to the
Application.

                                                Very truly yours,


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