AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1996.

REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SOUTHERN INVESTMENTS UK PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ENGLAND AND WALES 4911 NONE
(PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
(STATE OR OTHER CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)

800 PARK AVENUE
AZTEC WEST
ALMONDSBURY
BRISTOL BS12 4SE, ENGLAND
44-1454-201-101
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES,
INCLUDING ZIP CODE)

JAMES A. WARD
900 ASHWOOD PARKWAY
SUITE 500
ATLANTA, GEORGIA 30338-4780
(770) 379-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:
JOHN T. W. MERCER, ESQUIRE JOHN A. MILLARD, ESQUIRE
TROUTMAN SANDERS LLP SHEARMAN & STERLING
600 PEACHTREE STREET, N.E., SUITE 599 LEXINGTON AVENUE
5200 NEW YORK, NEW YORK 10022
ATLANTA, GEORGIA 30308 (212) 848-4000
(404) 885-3000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective.

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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-09033

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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6.375% Senior Notes due
2001................... $8,000,000 99.872% $7,989,760 $2,421
6.800% Senior Notes due
2006................... $12,000,000 99.753% $11,970,360 $3,628

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The contents of Registration Statement No. 333-09033 are incorporated herein
by reference. Pursuant to Part V of the General Instructions to Form S-1, the
following opinions and consents are being filed herewith as exhibits as
follows:

5.1 Opinion of Troutman Sanders LLP regarding the legality of the securities being registered.
5.2 Opinion of Allen & Overy regarding the legality of the securities being registered.
8.1 Opinion of Troutman Sanders LLP regarding taxation.
8.2 Opinion of Allen & Overy regarding taxation.
23.1 Consent of Arthur Andersen.
23.2 Consent of Ernst & Young.
23.3 Consent of Arthur Andersen.
23.4 Consent of Troutman Sanders LLP (included in Exhibit 5.1).
23.5 Consent of Allen & Overy (included in Exhibit 5.2).
23.6 Consent of Troutman Sanders LLP (included in Exhibit 8.1).
23.7 Consent of Allen & Overy (included in Exhibit 8.2).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Southern Investments UK plc, a public limited company duly organized and
existing under the laws of England and Wales, has duly caused this
Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Atlanta, Georgia on the 18th day of
November 1996.

SOUTHERN INVESTMENTS UK PLC

/s/ Richard Pershing
By:__________________________________
RICHARD J. PERSHING
DIRECTOR AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacity and on the dates indicated. Each person whose signature appears below
hereby authorizes Edwin Adams, Mark Ogle and Wayne Boston, and each of them
acting individually, with full power of substitution, to file one or more
amendments, including Post-Effective Amendments, to this Registration
Statement, which Amendments may make such changes as Edwin Adams, Mark Ogle or
Wayne Boston deem appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints Edwin Adams,
Mark Ogle and Wayne Boston, and each of them acting individually, with full
power of substitution, as Attorney-in-Fact to execute his name and on his
behalf to file any such Amendments to this Registration Statement.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Richard Pershing Chairman and Chief Executive November 18, 1996
_________________________________ Officer
RICHARD J. PERSHING
/s/ C.B. Harreld Chief Financial and Accounting November 18, 1996
_________________________________ Officer
C.B. HARRELD
/s/ Tom Boren Director November 18, 1996
_________________________________
THOMAS G. BOREN
/s/ Gale E. Klappa Director November 18, 1996
_________________________________
GALE E. KLAPPA
/s/ C. Philip Saunders Director November 18, 1996
_________________________________
C. PHILIP SAUNDERS
/s/ Charles W. Whitney Director November 18, 1996
_________________________________
CHARLES W. WHITNEY

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS