EXHIBIT 24.2
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
egistration 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/ Thomas A. Page
------------------
Thomas A. Page
Dated: November 27, 1995 /s/ Richard C. Atkinson
-----------------------
Richard C. Atkinson
Dated: November 27, 1995 /s/ Ann Burr
------------
Ann Burr
Dated: November 27, 1995 /s/ Richard A. Collato
----------------------
Richard A. Collato
Dated: November 27, 1995 /s/ Daniel W. Derbes
--------------------
Daniel W. Derbes
Dated: November 27, 1995 /s/ Catherine T. Fitzgerald
---------------------------
Catherine T. Fitzgerald
Dated: November 27, 1995 /s/ Robert H. Goldsmith
-----------------------
Robert H. Goldsmith
Dated: November 27, 1995 /s/ William D. Jones
--------------------
William D. Jones
Dated: November 27, 1995 /s/ Ralph R. Ocampo
-------------------
Ralph R. Ocampo
Dated: November 27, 1995 /s/ Thomas C. Stickel
---------------------
Thomas C. Stickel