Exhibit 24.1
January 20, 1997


Mark Ogle, Wayne Boston and Richard Childs


Dear Sirs:
         Southern Investments UK plc (the "Company") proposes to file one or
more registration statements under the Securities Act of 1933, as amended, with
the Securities and Exchange Commission with respect to the registration, for
exchange or otherwise, of Capital Securities of Southern Investments UK Capital
Trust I, the related Guarantee or Guarantees of the Company and Subordinated
Debentures of the Company in amounts of up to the dollar equivalent of
approximately (pound)52 million.
         The Company and the undersigned directors and officers of the Company,
individually as a director and/or as an officer of the Company, hereby make,
constitute and appoint each of you our true and lawful Attorney for each of us
and in each of our names, places and steads to sign and cause to be filed with
the Securities and Exchange Commission in connection with each of the foregoing
such registration statement or statements and appropriate amendment or
amendments (including post-effective amendments) thereto, each to be accompanied
by a prospectus and any appropriately amended or supplemented prospectus and any
necessary exhibits.
                      Yours very truly,
                      SOUTHERN INVESTMENTS UK plc

                      By  _____________________________
                          Richard J. Pershing
                          Director and Chief Executive Officer





                                     Thomas G. Boren



                                     C. B. Harreld



                                     Allan W. Harrelson



                                     Gale E. Klappa



                                     C. Phillip Sanders



                                     Charles W. Whitney


                                     Accentacross Limited


                                     By:
                                     Name:
                                     Title: Director

                                     Mighteager Limited

                                     By:
                                     Name:
                                     Title: Director