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/ 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