EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
SDO Parent Co., Inc. on Form S-4 of the report of Deloitte & Touche dated
February 25, 1994 (which report expresses an unqualified opinion and contains an
explanatory paragraph referring to the Company's consideration of alternative
strategies for its 80 percent owned subsidiary, Wahlco Environmental Systems,
Inc.), incorporated by reference in the Annual Report on Form 10-K, as amended,
of San Diego Gas & Electric Company for the year ended December 31, 1993 and to
the reference to Deloitte & Touche LLP under the heading "Experts" in the Proxy
Statement and Prospectus, which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

San Diego, California
December 21, 1994