As filed with the Securities and Exchange Commission on
                     January 2, 1996. 
 
                                  Registration No. 33-7108 
- ---------------------------------------------------------- 
 
             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) 
 
 
                    1986 LONG-TERM INCENTIVE PLAN 
           ------------------------------------------------ 
                       (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. 33-7108) 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 or 
SDG&E 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; 
 
     (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 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. 
 
Item 4.  Description of Securities.   
 
     Not applicable. 

                                 1

<PAGE>
 
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. 
 
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 
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; 

                                2

<PAGE> 
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 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 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. 

                               3

<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  

                               4

<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 
 
 
                                     5

<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 Paul, Hastings, Janofsky      - 
        & Walker. 
 
 23.1   Consent of Deloitte & Touche LLP. 
 
*23.2   Consent of Paul, Hastings, Janofsky      - 
        & Walker (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 Certain Officers 
        of the Registrant. 
 
 99.1   1986 Long-Term Incentive Plan (incor-    - 
        porated by reference to the Proxy 
        Statement/Prospectus portion of the 
        Registration Statement of SDG&E on 
        Form S-4 (No. 33-57007)(Exhibit D)). 
 
_________ 
 
*  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. 33-7108 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 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