As filed with the Securities and Exchange Commission on 
                    January 2, 1996. 
 
                                 Registration No. 33-59683 
- ---------------------------------------------------------- 
 
           SECURITIES AND EXCHANGE COMMISSION 
                Washington, D.C. 20549 
 
 
              POST-EFFECTIVE AMENDMENT NO. 1 TO 
                   REGISTRATION STATEMENT 
                         ON FORM S-8 
                            under 
                The Securities Act of 1933 
 
                    ENOVA CORPORATION 
  (Exact name of registrant as specified in its charter) 
 
 
       California                        33-0643023 
- ------------------------          ------------------------ 
(State or other jurisdiction of       (I.R.S. Employer 
incorporation or organization)         Identification No.) 
 
 
     101 Ash Street 
San Diego, California                         92101
- ----------------------             -----------------------
(Address of Principal                       (Zip Code) 
  Executive Offices) 
 
 
   THE SAVINGS PLAN OF SAN DIEGO GAS & ELECTRIC COMPANY 
   ______________________________________________________ 
                   (Full title of the plan) 
 
                       DAVID R. CLARK 
      Assistant General Counsel and Assistant Secretary 
                      Enova Corporation 
                       101 Ash Street 
                 San Diego, California 92101 
                       (619) 696-2000 
                ______________________________ 
                 (Name, address and telephone 
                 number, including area code, 
                     of agent for service) 
                       _________________ 
 
 
     This Post-Effective Amendment No. 1 to Registration 
Statement shall become effective upon filing in accordance 
with Rule 464 under the Securities Act of 1933. 
 

<PAGE> 
 
   ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT 
 
 
     Enova Corporation ("Registrant" - formerly known as 
SDO Parent Co., Inc.) is the successor issuer to the 
Common Stock, without par value, of San Diego Gas & 
Electric Company ("SDG&E").  On January 1, 1996, the 
Registrant became the parent company of SDG&E and the 
issued and outstanding shares of SDG&E Common Stock were 
exchanged, on a share-for-share basis, for the Common 
Stock, without par value, of the Registrant.  This Post-
Effective Amendment No. 1 to SDG&E's Registration 
Statement on Form S-8 (No. 33-59683) is filed pursuant to 
Rule 414(d) under the Securities Act of 1933, as amended 
(the "Securities Act").  The Registrant expressly adopts 
such Registration Statement as its own for all purposes of 
the Securities Act and the Securities Exchange Act of 
1934, as amended (the "Exchange Act"). 
 
 

<PAGE>
 
                            PART I 
   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 
 
 
*Item 1.  PLAN INFORMATION. 
 
*Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL 
INFORMATION. 
 
_______________________ 
*     Information required by Part I to be contained in 
the Section 10(a) prospectus is omitted from this 
Registration Statement in accordance with Rule 428 under 
the Securities Act and the Note to Part I of Form S-8. 
 
 
                           PART II 
 
   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
 
 
Item 3.  Incorporation of Certain Documents by Reference. 
 
     The following documents, filed by the Registrant, 
SDG&E or The Savings Plan of San Diego Gas & Electric 
Company (the "Plan") with the Securities and Exchange 
Commission (the "SEC"), are incorporated by reference in 
this Registration Statement: 
 
     (a)  SDG&E's Annual Report on Form 10-K for the year 
ended December 31, 1994; and (i) The Plan's Annual Report 
on Form 11-K for the year ended June 30, 1994 and (ii) the 
Plan's Transition Report on Form 11-K for the six-month 
period ended December 31, 1994; 
 
     (b)  All other reports filed pursuant to Section 
13(a) or 15(d) of the Exchange Act since December 31, 
1994; and 
 
     (c)  The description of the Registrant's Common 
Stock, without par value (the "Common Stock"), contained 
in the Registrant's registration statement for the Common 
Stock filed under the Exchange Act (File No. 1-11439) and 
declared effective on December 27, 1995, including any 
amendment or report filed for the purpose of updating such 
description. 
 
     In addition, all documents subsequently filed by the 
Registrant or the Plan pursuant to Sections 13(a), 13(c), 
14 and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment which indicates that all 
securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be 
incorporated by reference in this Registration Statement 
and to be a part hereof from the date of filing of such 
documents. 

                               1

<PAGE>
 
Item 4.  DESCRIPTION OF SECURITIES.   
 
     Not applicable. 
 
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL. 
 
     Not applicable. 
 
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS. 
 
     Section 317 of the Corporations Code of the State of 
California permits a corporation to provide 
indemnification to its directors and officers under 
certain circumstances.  The Restated Articles of 
Incorporation and the Bylaws of the Registrant eliminate 
the liability of directors for monetary damages to the 
fullest extent permissible under California law and 
provide that indemnification for liability for monetary 
damages incurred by directors, officers and other agents 
of the Registrant shall be allowed, subject to certain 
limitations, in excess of the indemnification otherwise 
permissible under California law.  The Registrant 
maintains liability insurance, and the Registrant is also 
insured against loss for which it may be required or 
permitted by law to indemnify its directors and officers 
for their related acts. 
 
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED. 
 
     Not applicable. 
 
Item 8.  EXHIBITS. 
 
     See Index to Exhibits. 
 
     The Registrant undertakes that it has submitted or 
will submit the Plan and any amendment thereto to the 
Internal Revenue Service (the "IRS") in a timely manner 
and has made or will make all changes required by the IRS 
in order to qualify the Plan under the Employee Retirement 
Income Security Act of 1974, as amended. 
 
Item 9.  UNDERTAKINGS. 
 
     (a)  The undersigned Registrant hereby undertakes: 
 
          (1)  To file, during any period in which offers 
or sales are being made, a post-effective amendment to 
this Registration Statement: 
 
               (i)  To include any prospectus required by 
Section 10(a)(3) of the Securities Act; 
 
              (ii)  To reflect in the prospectus any facts 
or events arising after the effective date of this 
Registration Statement (or the most recent post-effective 

                                2

<PAGE>

amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the 
information set forth in this Registration Statement; 
 
             (iii)  To include any material information 
with respect to the plan of distribution not previously 
disclosed in this Registration Statement or any material 
change to such information in this Registration Statement; 
 
provided, however, that paragraphs (a)(1)(i) and 
(a)(1)(ii) above do not apply if the information required 
to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the 
Registrant pursuant to Section 13 or Section 15(d) of the 
Exchange Act that are incorporated by reference in this 
Registration Statement. 
 
          (2)  That, for the purpose of determining any 
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new 
registration statement relating to the securities offered 
therein, and the offering of such securities at that time 
shall be deemed to be the initial bona fide offering 
thereof. 
 
          (3)  To remove from registration by means of a 
post-effective amendment any of the securities being 
registered which remain unsold at the termination of the 
offering. 
 
     (b)  The Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities 
Act, each filing of the Registrant's annual report 
pursuant to Section 13(a) or Section 15(d) of the Exchange 
Act (and each filing of the Plan's annual report pursuant 
to Section 15(d) of the Exchange Act) that is incorporated 
by reference in this Registration Statement shall be 
deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial 
bona fide offering thereof. 
 
     (c)  Insofar as indemnification for liabilities 
arising under the Securities Act may be permitted to 
directors, officers and controlling persons of the 
Registrant pursuant to the foregoing provisions, or 
otherwise, the Registrant has been advised that in the 
opinion of the SEC such indemnification is against public 
policy as expressed in the Act and is, therefore, 
unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the 
payment by the Registrant of expenses incurred or paid by 
a director, officer or controlling person of the 
Registrant in the successful defense of any action, suit 
or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being 
registered, the Registrant will, unless in the opinion of 
its counsel the matter has been settled by 

                              3

<PAGE>

controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by 
it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue. 



                              4

<PAGE>
 
	SIGNATURES 
 
THE REGISTRANT 
 
     Pursuant to the requirements of the Securities Act of 
1933, the Registrant certifies that it has reasonable 
grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of San Diego, State of California, 
on December 29, 1995. 
 
                         ENOVA CORPORATION, a California 
                         corporation 
 
 
 
                    By: */s/ Thomas A. Page           
                       ------------------------------- 
                        Thomas A. Page 
                        Chairman of the Board, Chief 
                        Executive Officer and President 
 
 
     Pursuant to the requirements of the Securities Act of 
1933, this Post-Effective Amendment No. 1 to Registration 
Statement has been signed by the following persons in the 
capacities and on the date indicated: 
 
  Signature                   Title                   Date
  ---------                   -----                   ---- 
 
 
*/s/Thomas A. Page   Chairman of the Board,  December 29, 1995
- -------------------- Chief Executive Officer  
Thomas A. Page       and President (Principal 
                     Executive Officer) 
 
*/s/David R. Kuzma    Senior Vice President  December 29, 1995
- --------------------  and Chief Financial 
David R. Kuzma        Officer (Principal 
                      Financial Officer) 
 
*/s/Frank H. Ault     Vice President,        December 29, 1995
- --------------------  Controller (Principal  
Frank H. Ault         Accounting Officer)  


Directors (other than Mr. Page): 
 
*/s/Richard C. Atkinson       Director      December 29, 1995
- ------------------------ 
Richard C. Atkinson  
 
*/s/Ann Burr                  Director      December 29, 1995
- ------------------------ 
Ann Burr  
 
                              5

<PAGE> 
 
*/s/Richard A. Collato        Director      December 29, 1995
- ------------------------ 
Richard A. Collato 
 
*  /s/ Daniel W. Derbes       Director      December 29, 1995
- ------------------------ 
Daniel W. Derbes 
 
*/s/Catherine T. Fitzgerald   Director      December 29, 1995
- --------------------------- 
Catherine T. Fitzgerald  
 
*/s/ Robert H. Goldsmith      Director      December 29, 1995
- ------------------------ 
Robert H. Goldsmith  
 
*/s/William D. Jones          Director      December 29, 1995
- ------------------------ 
William D. Jones 
 
*/s/Ralph R. Ocampo           Director      December 29, 1995
- ------------------------ 
Ralph R. Ocampo  
 
*/s/Thomas C. Stickel         Director      December 29, 1995
- ------------------------ 
Thomas C. Stickel  
 
*By:   /s/ David R. Snyder
    ---------------------- 
    Attorney-in-Fact 
 
 
 
                                 6

<PAGE> 
 
The Plan 
- --------
 
     Pursuant to the requirements of the Securities Act of 
1933, the members of the Savings Plan Committee of San 
Diego Gas & Electric Company have duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of San Diego, State of California, 
on December 29, 1995. 
 
 
*     /s/ Frank H. Ault         *   /s/ Stephen L. Baum   
- --------------------------      -------------------------- 
Frank H. Ault, Chairman         Stephen L. Baum 
 
*    /s/ Gary D. Cotton         *  /s/ Donald E. Felsinger
- --------------------------      -------------------------- 
Gary D. Cotton                  Donald E. Felsinger 
 
 
*    /s/ Margot A. Kyd          *   /s/ Thomas A. Page    
- --------------------------      -------------------------- 
Margot A. Kyd                   Thomas A. Page 
 
 
* By:   /s/ David R. Snyder  
     ------------------------ 
     Attorney-in-Fact 
 

                              7

<PAGE>
 
                       INDEX TO EXHIBITS 
                       ----------------- 

 
Exhibit                                     Sequentially 
Number        Exhibit                      Numbered Page
- ------        -------                      ------------- 
 
 2.0          Agreement of Merger (causing        -
              the Registrant to become the 
              holding company of SDG&E) 
              (incorporated by reference 
              to the Registration Statement 
              on Form 8-B/A of the Registrant 
              (No. 001-11439)(Exhibit 2.0)). 
 
 3.1          Registrant's Restated Articles of   - 
              Incorporation (incorporated by 
              reference to the Registration 
              Statement on Form 8-B/A of the 
              Registrant (No. 001-11439)
              (Exhibit 3.1)). 
 
 3.2          Registrant's Bylaws (incorporated by - 
              reference to the Registration 
              Statement on Form 8-B/A of the 
              Registrant (No. 001-11439)
              (Exhibit 3.2)). 
 
*5            Opinion of N. A. Peterson,          - 
 
23.1          Consent of Deloitte & Touche   
              LLP. 
 
*23.2         Consent of N. A. Peterson           - 
              (included as part of Exhibit  
              5). 
 
24.1          Power of Attorney for Members of 
              the Board of Directors of the Registrant. 
 
24.2          Power of Attorney for Members of  
              the Savings Plan Committee of 
              San Diego Gas & Electric Company. 
 
24.3          Substitution of Power of Attorney for 
              Members of the Savings Plan Committee of 
              San Diego Gas & Electric Company. 
 
24.4          Power of Attorney for Certain Officers 
              of the Registrant. 
 
*99.1         Savings Plan of the Registrant. 
 
_________ 
 
*  Previously filed with the original Registration 
Statement. 
 






                        EXHIBIT 23.1 
 
INDEPENDENT AUDITORS' CONSENT 
 
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 to Registration Statement No. 
33-59683 of Enova Corporation on Form S-8 of our reports 
dated February 27, 1995 (which reports contain an emphasis 
paragraph referring to the consideration by San Diego Gas 
& Electric Company of alternative strategies for Wahlco 
Environmental Systems, Inc.), appearing in and 
incorporated by reference in the Annual Report on Form 10-
K of San Diego Gas & Electric Company for the year ended 
December 31, 1994. 
 
 
/s/ DELOITTE & TOUCHE LLP 
 
San Diego, California 
January 2, 1996 
 
 






                          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


<PAGE>

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 
 
 




                           EXHIBIT 24.2 
 
                        POWER OF ATTORNEY 
 
 
     KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each 
of the undersigned constitutes and appoints David R. Clark 
and Nad A. Peterson, 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 execute a Registration Statement on Form S-
8 and any and all amendments and supplements thereto under 
the Securities Act of 1933, as amended, with respect to 
the Saving Plan (the "Plan") of San Diego Gas & Electric 
Company, a California corporation ("SDG&E"), which 
Registration Statement shall register the offer and sale 
of additional common stock of SDG&E and Plan interests 
pursuant to the Plan, and to file the same, with exhibits 
thereto and other documents in connection therewith, with 
the Securities and Exchange Commission, 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: May 5, 1995              /s/ Frank H. Ault         
                                -------------------------- 
                                Frank H. Ault 
 
 
Dated: May 4, 1995              /s/ Stephen L. Baum       
                                -------------------------- 
                                Stephen L. Baum 
 
 
Dated: May 5, 1995              /s/ Gary D. Cotton         
                                --------------------------
                                Gary D. Cotton 
 
 
Dated: May 4, 1995              /s/ Donald E. Felsinger    
                                --------------------------
                                Donald E. Felsinger
 
 
Dated: May 9, 1995              /s/ Margot A. Kyd         
                                -------------------------- 
                                Margot A. Kyd 
 






 
                         EXHIBIT 24.3 
 
              SUBSTITUTION OF POWER OF ATTORNEY 
 
 
     KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that David 
R. Clark hereby appoints David R. Snyder as a true and 
lawful attorney-in-fact and agent for the members 
("Members") of the Savings Plan Committee of San Diego Gas 
& Electric ("SDG&E") who have appointed David R. Clark as 
their attorney-in-fact and agent (with the power of 
substitution), in any and all capacities, to execute a 
Registration Statement on Form S-8 and any and all 
amendments and supplements thereto under the Securities 
Act of 1933, as amended, with respect to the Saving Plan 
(the "Plan") of SDG&E, and to file the same, with exhibits 
thereto and other documents in connection therewith, with 
the Securities and Exchange Commission, granting unto said 
attorney-in-fact and agent 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 the Members might or could do in person, hereby 
ratifying and confirming all that said attorney-in-fact 
and agent may lawfully do or cause to be done by virtue 
hereof. 
 
 
 
   /s/ David R. Clark         
- ------------------------------
David R. Clark






                         EXHIBIT 24.4 
 
                       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/ David R. Kuzma
                                   ------------------ 
                                   David R. Kuzma 
 
 
Dated: November 27, 1995           /s/ Frank H. Ault
                                   ----------------- 
                                   Frank H. Ault