EXHIBIT 99.292


                     SCE'S UDC BUSINESS IN THE RESTRUCTURED
                            CALIFORNIA ENERGY MARKET

                                DISCUSSION POINTS
                     FOR MEETING WITH STEVE MCMENAMIN OF SCE

                            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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