EXHIBIT 23.2

      INDEPENDENT AUDITORS' CONSENT
    
      We consent to the incorporation by reference in this Pre-Effective
      Amendment No. 1 to Registration Statement No. 33-57007 of SDO Parent Co.,
      Inc. on Form S-4 of the report of Deloitte & Touche dated February 25,
      1994 (which report contains an emphasis 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
      February 17, 1995