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 2nd 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 jointly and severally with the Company assume all rights
  and obligations of the Company thereunder.

Section 102. Event of Default. The events specified in Sections 501(4),
  (5) and (6) of the Original Indenture as regards the Company or ULC will also
  constitute an Event of Default with respect to the Senior Notes.

ARTICLE TWO



Miscellaneous



Section 201. Execution as Supplemental Indenture. This Second Supplemental
  Indenture is executed and shall be construed as an indenture supplemental to
  the Original Indenture and First Supplemental Indenture, as provided in the
  Original Indenture, and this Second Supplemental Indenture forms a part thereof.
  Except as expressly amended hereby, the Indenture is in all respects ratified
  and confirmed and all the terms, conditions and provisions thereof shall remain
  in full force and effect.

Section 202. Conflict with Trust Indenture Act. If any provision hereof
  limits, qualifies or conflicts with another provision hereof which is required
  to be included in this Section Supplemental Indenture by any of the provisions
  of the Trust Indenture Act, such required provision shall control.

Section 203. Effect of Headings. The Article and Section headings herein
  are for convenience only and shall not affect the construction hereof.

Section 204. Successors and Assigns. All covenants and agreements in
  this Second Supplemental Indenture by the Company and ULC shall bind their successors
  and assigns, whether so expressed or not.

Section 205. Separability Clause. In case any provision in this Second
  Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
  legality and enforceability of the remaining provisions shall not in any way
  be affected or impaired thereby.

Section 206. Benefits of Second Supplemental Indenture. Nothing in this
  Second Supplemental Indenture, express or implied, shall give to any person,
  other than the parties hereto and their successors hereunder and the Holders,
  any benefit or any legal or equitable right, remedy or claim under this Second
  Supplemental Indenture.

Section 207. Execution and Counterparts. This Second Supplemental Indenture
  may be executed in any number of counterparts, each of which shall be deemed
  to be an original, but all such counterparts shall together constitute but one
  and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
  Indenture to be duly executed by their respective officers or directors duly
  authorized thereto, all as of the day and year first above written.

| |  | SOUTHERN INVESTMENTS UK plc                              
| |  | ---------------------------------------------------------
| |  |                                                          
| |  | By: ROBERT A. SYMONS                                     
| |  |                                                          
| |  |                                                          
| |  | SWEB HOLDINGS UK                                         
| |  |                                                          
| |  | By: C. PHILIP SAUNDERS                                   
| |  |                                                          
| |  |                                                          
| |  | BANKERS TRUST COMPANY,                                   
| |  | as Trustee, Principal Paying Agent, Registrar
        and
| |  | Transfer Agent                                           
| |  |                                                          
| |  | By: WILLIAM T. JENKINS                                   
| |  |                                                          
| |  |                                                          
| |  | BANKERS TRUST LUXENBOURG, S.A.,                          
| |  | as Paying and Transfer Agent                             
| |  |                                                          
| |  | By: WILLIAM T. JENKINS                                   
| |  |