As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

SDO PARENT CO., INC.
(Exact name of registrant as specified in its charter)

California 6719 33-0643023
(State or other jurisdiction (Primary Standard Industrial I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)

101 Ash Street
San Diego, California 92101
(619) 696-2000
(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
__________
David R. Clark
101 Ash Street
San Diego, California 92101
(619) 696-2000
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
__________

It is requested that copies of communications be sent to:
David R. Snyder
Pillsbury Madison & Sutro
101 W. Broadway, Suite 1800
San Diego, California 92101
(619) 544-3369

Approximate date of commencement of proposed sale of the securities to the
public:As soon as practicable after the effective date of this Registration
Statement.

If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered registered(1) Per Unit(2) Price(2) Fee(2)
- ------------------ ------------- --------------- ------------------ ------------

Common Stock
(without par value) 100,000 $22.75 $2,275,000.00 $784.50

(1) These shares are in addition to the 116,541,000 shares registered
pursuant to the Registration Statement on Form S-4 of the Registrant
(No. 33-57007) which was filed with the Securities and Exchange Commission on
December 22, 1994 and declared effective on March 1, 1995. Approximately the
combined total of 116,641,000 shares is expected to be issued upon the
conversion of shares of San Diego Gas & Electric Company ("SDG&E") Common
Stock.

(2) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee on the basis of the average of the high and low prices of
the Common Stock of SDG&E as reported on the New York Stock Exchange on
November 29, 1995.

-------------------

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

On December 22, 1994, the Registrant filed with the Securities and
Exchange Commission a Registration Statement on Form S-4 (No. 33-57007) with
respect to 116,541,000 shares of the Registrant's Common Stock, without par
value ("Registrant Common Stock"). Registration Statement No. 33-57007, which
was declared effective on March 1, 1995, included a prospectus/proxy statement
in respect of the formation of a holding company ("Holding Company Formation")
for San Diego Gas & Electric Company ("SDG&E"). At their 1995 Annual Meeting
on April 25, 1995, the shareholders of SDG&E approved the Holding Company
Formation and, in the interim, the Registrant and SDG&E have been seeking
required regulatory approvals.

This Registration Statement is intended solely to register an
additional 100,000 shares of Registrant Common Stock which are anticipated to
be necessary, upon the effectiveness of the Holding Company Formation, in
order to permit the conversion of all issued and outstanding shares of SDG&E
Common Stock into shares of Registrant Common Stock as contemplated by
Registration Statement No. 33-57007. Accordingly, this Registration Statement
hereby incorporates by reference the contents of Registration Statement No.
33-57007 relating to the Holding Company Formation and the associated offering
of up to 116,541,000 shares of Registrant Common Stock.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on December 4, 1995.

SDO PARENT CO., INC.

By: */s/ Thomas A. Page
----------------------
Thomas A. Page
Chairman of the Board,
Chief Executive
Officer and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

Principal Executive Officer:

*/s/ Thomas A. Page Chairman of the Board, December 4, 1995
- -------------------------- Chief Executive Officer,
Thomas A. Page President and Director

Principal Financial Officer:

*/s/ David R. Kuzma Senior Vice President December 4, 1995
- --------------------------- and Chief Financial
David R. Kuzma Officer

Principal Accounting Officer:

*/s/ Frank H. Ault Vice President, December 4, 1995
- -------------------------- Controller
Frank H. Ault

Directors (other than Mr. Page):

*/s/ Richard C. Atkinson Director December 4, 1995
- ---------------------------
Richard C. Atkinson

*/s/ Ann Burr Director December 4, 1995
- ----------------------------
Ann Burr

*/s/ Richard A. Collato Director December 4, 1995
- ----------------------------
Richard A. Collato

*/s/ Daniel W. Derbes Director December 4, 1995
- ----------------------------
Daniel W. Derbes

*/s/ Catherine T. Fitzgerald Director December 4, 1995
- ----------------------------
Catherine T. Fitzgerald

*/s/ Robert H. Goldsmith Director December 4, 1995
- -----------------------------
Robert H. Goldsmith

*/s/ William D. Jones Director December 4, 1995
- ----------------------------------
William D. Jones

*/s/ Ralph R. Ocampo Director December 4, 1995
- ----------------------------------
Ralph R. Ocampo

*/s/ Thomas C. Stickel Director December 4, 1995
- ----------------------------------
Thomas C. Stickel

* By: /s/ David R. Clark
----------------------
Attorney-in-Fact

EXHIBIT INDEX

These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.

Exhibit Description of Exhibit
------- ----------------------

5 Opinion of David R. Clark, Counsel for the Registrant.

23.1 Consent of David R. Clark (included as part of Exhibit 5).

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of Pillsbury Madison & Sutro.

24.1 Power of Attorney for Certain Officers of the Registrant

24.2 Power of Attorney for the Directors of Registrant.