EXHIBIT 99.2

      PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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      SAN DIEGO GAS & ELECTRIC COMPANY   Post Office Box 1831  San Diego,
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      California  92112-4150
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      PROXY for Annual Meeting of Shareholders - April 25, 1995
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      THIS CARD IS ONLY FOR SHARES OF PREFERENCE STOCK.

      DANIEL W. DERBES, RALPH R. OCAMPO and THOMAS A. PAGE, jointly or
      individually, are hereby appointed as proxies with full power of
      substitution to represent and vote all shares of stock of the undersigned
      shareholder(s) of record on March 1, 1995, at the annual meeting of
      shareholders of San Diego Gas & Electric Company ("SDG&E"), to be held at
      the California Center for the Arts, Escondido, 340 North Escondido
      Boulevard, Escondido, California on April 25, 1995, and at any adjournment
      or postponement thereof, as indicated below:

      1. FORMATION OF A HOLDING COMPANY STRUCTURE - The Board of Directors
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         recommends a vote FOR this proposal.
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        Approval of the implementation of a holding company structure for SDG&E
        which will involve (i) formation of a holding company, SDO Parent Co.,
        Inc. (name subject to change), (ii) a merger of SDG&E with a subsidiary
        of the holding company, with SDG&E surviving as a subsidiary of the
        holding company, (iii) current holders of SDG&E Common Stock having
        their shares converted into shares of holding company common stock, and
        (iv) consummation of related activities, as more fully described in the
        Proxy Statement and Prospectus.

        [_] FOR      [_] AGAINST     [_] ABSTAIN

      2. In their discretion, act upon such other business as may properly come
        before the meeting.

      This Proxy when properly executed will be voted in the manner directed
      herein by the undersigned shareholder(s).  If no direction is made, this
      Proxy will be voted FOR Item 1.

      Please sign exactly as name appears below.  If signing as executor,
      administrator, attorney, agent, trustee or guardian, please give full
      title as such.  If a corporation or partnership, please sign in full such
      name by authorized person.


                                             _____________________________, 1995
                                             Dated

                                             ___________________________________
                                             Signature

                                             ___________________________________
                                             Signature         (if held jointly)

                                             WHETHER OR NOT YOU EXPECT TO ATTEND
                                             THE MEETING Please mark, sign, date
                                             and return the proxy card promptly
                                             in the enclosed postage-paid
                                             envelope.
      Please indicate any change in the above address.