EXHIBIT 24.1  
  
  
         POWER OF ATTORNEY  
  
  
     KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the 
undersigned constitutes and appoints Henry P. Morse, Jr., David 
R. Clark and David R. Snyder, and each of them, his or her true 
and lawful attorneys-in-fact and agents, each with full power of 
substitution and resubstitution, for him or her and in his or her 
name, place and stead, in any and all capacities, to do the 
following:  
  
(1)     execute post-effective amendments to the registration 
statements of San  Diego Gas & Electric Company, a California 
corporation ("SDG&E"), which registration  statements register 
common stock of SDG&E for issuance pursuant to SDG&E's common  
stock investment plan or various employee benefit plans of SDG&E 
(collectively, the  "Existing Registration Statements"), for the 
purpose of having SDO Parent Co., Inc.,  a California corporation 
("ParentCo"), as the "successor issuer" to SDG&E with  respect to 
the common stock of SDG&E and for purposes of Rule 414 of the   
Securities Act of 1933, as amended (the "1933 Act"), adopt such 
Existing  Registration Statements as registration statements of 
ParentCo for all purposes  under the 1933 Act and the Securities 
Exchange Act of 1934, as amended, and to file  the same, with 
exhibits thereto and other documents in connection therewith,  
including any additional information necessary to reflect any 
material changes made  in connection with or resulting from the 
succession of ParentCo (or necessary to  keep the Existing 
Registration Statements from being misleading in any material 
respect), with the Securities and Exchange Commission (the "SEC");  
  
(2)         execute a registration statement on Form S-4 in respect of 
additional  shares of common stock of ParentCo which registration statement 
may be necessary or  advisable with respect to the proposed merger (the 
"Merger") of SDG&E with San Diego  Merger Company, a wholly-owned second-
tier subsidiary of SDG&E, by which Merger  ParentCo shall become the parent 
holding company of SDG&E (which registration  statement shall incorporate by 
reference the prior registration statement on Form S-4 of ParentCo filed in 
respect of the Merger and declared effective by the   SEC on March 1, 1995), 
and to file the same, with exhibits thereto and other  documents in 
connection therewith, with the SEC; and     

(3)         execute any supplement or amendment to any of the foregoing, and 
to file the same, with exhibits thereto and other documents in connection 
therewith, with the SEC; granting unto said attorneys-in-fact and agents, 
and each of them, full power and authority to do and perform each and every 
act and thing requisite and necessary to be done, as fully to all intents 
and purposes as he or she might or could do in person, hereby ratifying and 
  
  
  
confirming all that each of said attorneys-in-fact and agents or his or her 
substitute or substitutes may lawfully do or cause to be done by virtue
 hereof.  
  
  
  
Dated: November 27, 1995                           /s/ David R. Kuzma  
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                                                   David R. Kuzma  
  
  
Dated: November 27, 1995                           /s/ Frank H. Ault  
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                                                   Frank H. Ault