EXHIBIT 23.3 
 
 
CONSENT OF PILLSBURY MADISON & SUTRO 
 
We consent to the incorporation by reference in this Registration Statement of
SDO ParentCo., Inc. on Form S-4 of our opinion regarding certain federal tax 
consequences dated February 17, 1995 which was filed as an exhibit to the 
Registration Statement on Form S-4 (No.33-57007) of the Registrant. 
 
 
/s/ PILLSBURY MADISON & SUTRO 
 
 
San Diego, California 
December 4, 1995