First Supplemental Indenture

Exhibit 4(l)-2

SOUTHERN INVESTMENTS UK plc

and

BANKERS TRUST COMPANY

as Trustee, Principal Paying Agent,

Registrar and Transfer Agent

and

BANKERS TRUST LUXEMBOURG S.A.,

as Paying Agent and Transfer Agent

6.375% Senior Notes Due 2001

6.800% Senior Notes Due 2006

First Supplemental Indenture

Dated as of November 21, 1996

FIRST SUPPLEMENTAL INDENTURE, dated as of November 21, 1996 (herein

called the "First Supplemental Indenture"), among Southern Investments UK plc, a

corporation duly organized and existing under the laws of England and Wales

(hereinafter called the "Company"), and BANKERS TRUST COMPANY, as Trustee

Principal Paying Agent, Registrar and Transfer Agent under the Original

Indenture referred to below (hereinafter called the "Trustee") and BANKERS TRUST

LUXEMBOURG S.A., as Paying and Transfer Agent under the Original Indenture.

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered to the

Trustee an indenture dated as of November 21, 1996 (hereinafter called the

"Original Indenture"), to provide for the issuance from time to time of its

unsecured debentures, notes or other evidences of indebtedness (herein called

the "Securities"), the form and terms of which are to be established as set

forth in Sections 201 and 301 of the Original Indenture;

WHEREAS, Section 901 of the Original Indenture provides, among other

things, that the Company and the Trustee may enter into indentures supplemental

to the Original Indenture for, among other things, the purpose of establishing

the form and terms of the Securities of any series as permitted in Sections 201

and 301 of the Original Indenture and of appointing an Authenticating Agent with

respect to the Securities of any series;

WHEREAS, the Company desires to create two series of the Securities,

one series of Securities in an aggregate principal amount of $168,000,000 to be

designated the "6.375% Senior Notes Due 2001" and one series of the Securities

in an aggregate principal amount of $332,000,000 to be designated the "6.800%

Senior Notes Due 2006" (collectively the "Senior Notes"), and all action on the

part of the Company necessary to authorize the issuance of the Senior Notes

under the Original Indenture and this First Supplemental Indenture has been duly

taken; and

WHEREAS, all acts and things necessary to make the Senior Notes, when

executed by the Company and authenticated and delivered by the Trustee as in the

Original Indenture provided, the valid and binding obligations of the Company

and to constitute these presents a valid and binding supplemental indenture and

agreement according to its terms, have been done and performed;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

That in consideration of the premises and of the acceptance and

purchase of the Senior Notes by the holders thereof and of the acceptance of

this trust by the Trustee, the Company covenants and agrees with the Trustee,

for the equal benefit of holders of the Senior Notes, as follows:

ARTICLE ONE

Definitions

The use of the terms and expressions herein is in accordance with the

definitions, uses and constructions contained in the Original Indenture and the

forms of Senior Notes attached hereto as Exhibits A, B, C, and D, respectively.

In addition, for all purposes of this First Supplemental Indenture, except as

otherwise expressly provided or unless the context otherwise expressly requires,

the following terms shall have the respective meanings assigned to them as

follows and shall be construed as if defined in Article One of the Original

Indenture:

"Book-Entry Depositary" means the Book-Entry Depositary or its nominee

or the custodian of either, designated by the Company in the Deposit Agreement

until a successor Book-Entry Depositary shall have become such pursuant to the

applicable provisions of the Deposit Agreement, and thereafter "Book-Entry

Depositary" shall mean such successor Book-Entry Depositary or its nominee or

the custodian of either.

"Definitive Registered Senior Note" means a registered Senior Note

substantially in the form of Exhibits B and D to this First Supplemental

Indenture.

"Deposit Agreement" means the Deposit Agreement, dated as of the date

of this First Supplemental Indenture, between the Company and Bankers Trust

Company.

"DTC" means The Depository Trust Company or its successors .

"Global Senior Note" means a bearer Global Senior Note substantially

in the form of Exhibits A and C to this First Supplemental Indenture.

2

ARTICLE TWO

Terms and Issuance of 6.375% Senior Notes Due 2001 and 6.800% Senior

Notes Due 2006

Section 201. Issue of Senior Notes. Two series of Securities, which

shall be designated the 6.375% S