SECOND SUPPLEMENTAL INDENTURE

Exhibit 4(l)-3

SOUTHERN INVESTMENTS UK plc

and

SWEB HOLDINGS UK

and

BANKERS TRUST COMPANY, as Trustee,
Principal Paying Agent, Registrar and Transfer Agent

and

BANKERS TRUST LUXEMBOURG, S.A.,
as Paying and Transfer Agent

SECOND SUPPLEMENTAL INDENTURE

Dated as of December 2, 1998

Debt Securities

THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 2^nd day of December, 1998, by and between SOUTHERN INVESTMENTS UK plc, a limited liability company incorporated under the laws of England and Wales, with UK Company Registration Number 3073865 (the "Company"), SWEB HOLDINGS UK, an unlimited liability company incorporated under the laws of England and Wales, with UK Company Registration Number 3585938 ("ULC"), BANKERS TRUST COMPANY, a New York banking corporation, as trustee, principal paying agent, registrar and transfer agent ("Bankers Trust") and BANKERS TRUST LUXEMBOURG S.A., as Paying and Transfer Agent (the "Agent").

WITNESSETH:

WHEREAS, the Company, Bankers Trust and the Agent have heretofore entered into an Indenture, dated as of November 21, 1996 (the "Original Indenture"), to provide for the issuance of unsecured securities;

WHEREAS, the Company, Bankers Trust and the Agent have heretofore entered into a First Supplemental Indenture, dated as of November 21, 1996 (the "First Supplemental Indenture"), to provide for the issuance of the 6.375% Senior Notes due 2001 (as defined therein) and the 6.8% Senior Notes due 2005 (as defined therein, and collectively with the 6.375% Senior Notes due 2001, the "Senior Notes");

WHEREAS, the Original Indenture and the First Supplemental Indenture are incorporated herein by this reference and the Original Indenture and the First Supplemental Indenture, as supplemented by this Second Supplemental Indenture, are herein called the "Indenture";

WHEREAS, Section 901(11) of the Original Indenture provides that the Company and Bankers Trust, as trustee, may at any time without the consent of the holders of the Senior Notes (the "Holders") modify, alter, amend or supplement the Original Indenture in certain respects which are not materially adverse to the Holders;

WHEREAS, the Company proposes to amend the Original Indenture;

WHEREAS, the Company desires to make ULC a co-obligor under the Indenture and ULC desires to become a co-obligor under the Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Second Supplemental Indenture and to make it a valid and binding obligation of the parties have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE ONE

Section 101. Additional Obligor. As of the date hereof and pursuant to this Second Supplemental Indenture, ULC becomes a co-obligor of the Senior Notes under the Indenture in accordance with the terms and conditions of the Indenture and shall joint