EXHIBIT 23.2 
 
 
 
INDEPENDENT AUDITORS' CONSENT 
 
 
 
We consent to the incorporation by reference in this Registration Statement
of SDOParent Co., Inc. on Form S-4 of our report dated February 27, 1995
(which report contains an emphasis paragraph referring to the consideration
by San Diego Gas & Electric Company of alternative strategies for Wahlco
Environmental Systems, Inc.), incorporated by reference in the Annual Report
on Form 10-K of San Diego Gas & Electric Company for the year ended December 31,
1994. 
 
 
/s/ DELOITTE & TOUCHE LLP 
 
San Diego, California 
December 4, 1995