EXHIBIT 99.289


                     SCE'S UDC BUSINESS IN THE RESTRUCTURED
                            CALIFORNIA ENERGY MARKET


                                DISCUSSION POINTS
                     FOR MEETING WITH STEVE MCMENAMIN OF SCE

                              DARIUSH SHIRMOHAMMADI
                                   PAUL GRIBIK
                                    AL SUDING

                            WEDNESDAY, MARCH 19, 1997
                                  ROSEMEAD, CA



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              IMPACT OF RESTRUCTURING IN CALIFORNIA ON UDC BUSINESS


- --       Financial risks to UDC due to developing utility business protocols in
         California

- --       Keeping in synch with changing business protocols

- --       Impact on the reliability of distribution system operation

- --       Impact on distribution power quality



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                   PRINCIPAL FINANCIAL ASPECT OF UDC BUSINESS
                             CREATING RISK EXPOSURE


- --       Payment to PX for energy received

         -        Potential overpayment to PX

- --       Payment from customers for energy delivered

         -        Potential undercollection from customers

                  -        Direct Access Customers (DACs)

                  -        "Bundled Retail Customers" (BRCs)



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                                  PAYMENT TO PX


- --       Day-ahead settlement

         -        Paper transaction based on forecasted loads

         -        Generators gaming of the PX will flow though to UDC

                  -        Could result in overpayment by UDC that may not be
                           recoverable under PBR

                  -        UDC may be able to develop strategies to counter
                           gaming by generators

- --       Hour-ahead settlement - essentially same as day ahead settlement

- --       Real-time/imbalance settlement

         -        Accuracy of evaluating energy received would impact financial
                  settlement

                  -        Evaluation based on balancing energy deliveries at
                           UDC boundaries

                  -        Evaluation based on state-estimation method

                  -        Evaluation based on energy metering at UDC boundary
                           with transmission



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                                 PAYMENT TO PX:
              ENERGY EVALUATION USING UDC BOUNDARY ENERGY BALANCING


- --       Use energy transactions at all boundary points to calculate energy
         received from PX

         -        Current thinking at WEPEX - UDC largely unable to verify
                  energy received

         -        Strong probability of erroneous results due to:

                  -        Errors in accounting for transmission losses

                  -        Errors due to load profile errors for transmission
                           level DACs

- --       Could result in overpayment or underpayment by UDC to PX

         -        Some or all of the overpayment may not be recoverable due to
                  PBR

         -        Some or all of the underpayment could be kept by UDC due to
                  PBR

         -        Magnitude of overpayment/underpayment may be estimated



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                                 PAYMENT TO PX:
              ENERGY EVALUATION USING UDC BOUNDARY ENERGY BALANCING




                                    [CHART]




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                                 PAYMENT TO PX:
               ENERGY EVALUATION USING STATE-ESTIMATION TECHNIQUES


- --       Use known analytical methods to estimate energy received from
         transmission system

         -        Straightforward and inexpensive

- --       Accuracy of models, data and measurements may NOT be acceptable for
         energy metering and payment purposes

         -        Further studies required to verify suitability for revenue
                  metering in specific situations

         -        State-estimation results could be used to verify energy
                  received




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                                 PAYMENT TO PX:
               ENERGY EVALUATION USING STATE-ESTIMATION TECHNIQUES




                                    [CHART]




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                                 PAYMENT TO PX:
                ENERGY METERING AT UDC BOUNDARY WITH TRANSMISSION


- --       Installing revenue metering at all interfaces between the UDC and
         transmission system

         -        Will accurately know energy received from PX

                  -        Minimizes potential for overpayment/underpayment

         -        Major expenditure for installation and operation of metering
                  equipment

                  -        Who pays for this cost?

         -        SCE could study costs and benefits



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                                 PAYMENT TO PX:
              ENERGY EVALUATION USING UDC BOUNDARY ENERGY BALANCING




                                    [CHART]




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                           REVENUE FROM UDC CUSTOMERS


- --       Principal components of UDC rate

         -        Energy Charge (EnC): Payment to PX (demand charge?)

         -        Customer Service Charge (CSC): Cost of call centers, meter
                  reading, outage management, energy theft, etc., etc.

         -        Distribution Wire Charge (DWG): distribution system losses,
                  distribution facilities depreciation

         -        Transmission Access Fee (TAF)

         -        Competitive Transition Charge (CTC)

- --       EnC + CSC + DWG + TAF + CTC < PBR
                                     -



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                           REVENUE FROM UDC CUSTOMERS


- --       Each UDC rate component could cause over/under-collection by UDC due
         to:

         -        Inaccurate load profiles for DACs

                  -        Most components of UDC rate are affected by profile

         -        Ability of "profiled" DACs to game their forecasts

                  -        Transfer cost impacts of uncertainty in actual load
                           variation to UDC

         -        Unpredictable energy consumption patterns by BRCs

         -        "Unfavorable/inconsistent" allocation of rate components to
                  DACs and BRCs



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                     REVENUE FROM UDC CUSTOMERS - CONTINUED


- --       UDC may have to absorb all or part of over/under-collection due to PBR

- --       SCE could study the impacts on individual rate components and identify
         mitigation strategies



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                               CONCLUDING REMARKS


- --       Utility industry restructuring will impact all aspects of SCE's UDC
         business

- --       Some of these impacts could have negative financial ramifications for
         SCE

         -        Overpayment to PX

         -        Undercollection from customers

         -        PBR mechanism that would not allow recovery of part or all of
                  "lost revenues" or cuts into the CTC collection



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                         CONCLUDING REMARKS - CONTINUED


- --       Strategies, methodologies, and information systems could be developed
         to mitigate adverse impacts faced by UDCs:

         -        Influence still ongoing restructuring process in California -
                  Perot Systems can advise

         -        Influence developments of rules and protocols related to the
                  technical and financial operation of the UDC - Perot Systems
                  Corporation (PSC) and Policy Assessment Corp. (PAC) Corp. can
                  advise

         -        Study potential market operating scenarios that could
                  adversely influence the financial health of the UDC and
                  develop counter measures - PSC and PAC can help with study and
                  development work

         -        Improve on the accuracy of energy forecast and measurements -
                  PSC and PAC can help here with study and development work

         -        Establish and enforce the correlation between cost/revenue and
                  DACs' loads - PSC can help here with study and development
                  work



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