EXHIBIT 23.3
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
As independent public accountants, we hereby consent to the use of our reports
dated August 27, 1996 on the financial statements of SOUTH WESTERN ELECTRICITY
PLC AND SUBSIDIARIES (Predecessor Company) and the related financial statement
schedule included in this registration statement.
 
Arthur Andersen
 
Bristol, England
   
September 24, 1996