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