Exhibit 4(m)-2





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









FIRST SUPPLEMENTAL INDENTURE





Dated as of December 2, 1998





Debt Securities









THIS FIRST 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 LEXEMBOURG S.A. as Paying and Transfer Agent (the "Agent").

WITNESSETH:

WHEREAS, the Company, Bankers Trust and
  the Agent have heretofore entered into a Subordinated Debenture Indenture, dated
  as of January 29, 1997 (the "Original Indenture") to provide for 8.23%
  Subordinated Debenture Indenture, dated as of February 1, 2027 (the "Subordinated
  Debentures");

WHEREAS, the Original Indenture is incorporated
  herein by this reference and the Original Indenture, as supplemented by this
  First supplemental Indenture, is herein called the "Indenture";

WHEREAS, Section 901(4) 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 Subordinated Debentures (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 First 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
  agreement 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 First Supplemental Indenture, ULC
  becomes a co-obligor of the Subordinated Debentures 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(3), (4) and (5) of the Original Indenture as
  regards the Company or ULC shall also constitute an Event of Default with respect
  to the Subordinated Debentures.

ARTICLE TWO



Miscellaneous

Section 201. Execution as Supplemental
  Indenture. This First Supplemental Indenture is executed and shall be construed
  as an indenture supplemental to the Original Indenture, as provided in the Original
  Indenture, and this First 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 First 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 convenants and agreements in this First 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 First 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 First Supplemental
  Indenture.Nothing in this First 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 First Supplemental Indenture.

]

Section 207. Execution and Counterparts.
  This First 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 First 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