SECURITIES AND EXCHANGE COMMISSION 

                            WASHINGTON, D.C. 20549 

                                  FORM 10-Q 
(Mark One) 
 
[..X..]  Quarterly report pursuant to Section 13 or 15(d) of the 
         Securities Exchange Act of 1934 
                                               March 31, 1997    
For the quarterly period ended.......................................
                                 Or                                  
[.....]  Transition report pursuant to Section 13 or 15(d) of the 
         Securities Exchange Act of 1934 
 
For the transition period from ________________  to _________________

               Name of                                                
Commission     Registrant                             IRS Employer    
File           as specified        State of           Identification  
Number         in its charter      Incorporation      Number          
- ----------     --------------      --------------     --------------  
1-11439        ENOVA CORPORATION     California       33-0643023       
                                                                       
1-3779         SAN DIEGO GAS &                                        
               ELECTRIC COMPANY      California       95-1184800       

                                                                   
101 ASH STREET, SAN DIEGO, CALIFORNIA                           92101  
- ----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)
                                                                       

Registrants' telephone number, including area code    (619) 696-2000   
                                                    -------------------
                                  No Change                            
- -----------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since 
last report
 
     Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Sections 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and 
(2) has been subject to such filing requirements for the past 
90 days.                                           Yes...X... No...... 
 
     Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date. 

Common Stock outstanding April 30, 1997:                                

Enova Corporation                                        113,616,714   
                                                         -----------
San Diego Gas & Electric Company      Wholly owned by Enova Corporation




                             ENOVA CORPORATION

                                    AND

                      SAN DIEGO GAS & ELECTRIC COMPANY



                                  CONTENTS

                                       										Page No.
                                                 --------
PART I.	FINANCIAL INFORMATION

		Statements of Income. . . . . . . . . . . . . . . . 3
		Balance Sheets. . . . . . . . . . . . . . . . . . . 4
		Statements of Cash Flows. . . . . . . . . . . . . . 5
		Notes to Financial Statements . . . . . . . . . . . 6

Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations . . .10


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings . . . . . . . . . . . . . .17

Item 4.	Submission of Matters to Vote . . . . . . . .18

Item 6.	Exhibits and Reports on Form 8-K. . . . . . .19

Signature . . . . . . . . . . . . . . . . . . . . . .20




STATEMENTS OF INCOME (unaudited)
In thousands except per share amounts
Enova Corporation and Subsidiaries SDG&E ---------------------- ------------------ For the three months ended March 31 1997 1996 1997 1996 -------------------------------------------- Operating Revenues Electric $373,670 $367,293 $373,670 $367,293 Gas 120,966 84,649 120,966 84,649 Other 13,294 13,955 -- -- -------------------------------------------- Total operating revenues 507,930 465,897 494,636 451,942 -------------------------------------------- Operating Expenses Electric fuel 39,681 23,824 39,681 23,824 Purchased power 87,750 71,623 87,661 71,623 Gas purchased for resale 67,881 35,498 67,761 35,498 Maintenance 21,966 14,814 21,966 14,814 Depreciation and decommissioning 85,707 71,188 80,622 66,814 Property and other taxes 11,712 11,834 11,626 11,834 General and administrative 44,601 45,638 39,070 45,170 Other 54,864 52,978 42,565 41,832 Income taxes 24,373 45,508 40,754 56,363 -------------------------------------------- Total operating expenses 438,535 372,905 431,706 367,772 -------------------------------------------- Operating Income 69,395 92,992 62,930 84,170 -------------------------------------------- Other Income and (Deductions) Allowance for equity funds used during construction 1,423 1,249 1,423 1,249 Taxes on nonoperating income 5,068 (455) 432 (455) Other - net (405) 374 (1,691) 602 -------------------------------------------- Net other income and (deductions) 6,086 1,168 164 1,396 -------------------------------------------- Income Before Interest Charges 75,481 94,160 63,094 85,566 -------------------------------------------- Interest Charges Long-term debt 21,729 22,562 17,925 19,094 Short-term debt and other 3,872 4,467 3,872 4,467 Allowance for borrowed funds used during construction (632) (567) (632) (567) Preferred dividend requirements of SDG&E 1,646 1,646 -- -- -------------------------------------------- Net interest charges 26,615 28,108 21,165 22,994 -------------------------------------------- Net Income 48,866 66,052 41,929 62,572 Preferred Dividend Requirements -- -- 1,646 1,646 -------------------------------------------- Earnings Applicable to Common Shares $48,866 $66,052 $40,283 $60,926 ============================================ Average Common Shares Outstanding 116,452 116,570 ======================= Earnings Per Common Share $0.42 $0.57 ======================= Dividends Declared Per Common Share $0.39 $0.39 ======================= See notes to financial statements.
BALANCE SHEETS In thousands of dollars
Enova Corporation and Subsidiaries SDG&E -------------------------- -------------------------- Balance at March 31, December 31, March 31, December 31, 1997 1996 1997 1996 (unaudited) (unaudited) ------------- ----------- ------------- ------------- ASSETS Utility plant - at original cost $5,733,446 $5,704,464 $5,733,446 $5,704,464 Accumulated depreciation and decommissioning (2,707,568) (2,630,093) (2,707,568) (2,630,093) ----------- ----------- ----------- ----------- Utility plant-net 3,025,878 3,074,371 3,025,878 3,074,371 ----------- ----------- ----------- ----------- Investments and other property 727,592 650,188 347,808 337,520 ----------- ----------- ----------- ----------- Current assets Cash and temporary investments 131,238 173,079 54,375 81,409 Accounts receivable 183,776 186,529 184,735 187,986 Notes receivable 33,564 33,564 -- -- Inventories 53,201 63,437 52,112 63,078 Other 23,490 47,094 20,372 33,227 ----------- ----------- ----------- ----------- Total current assets 425,269 503,703 311,594 365,700 ----------- ----------- ----------- ----------- Deferred taxes recoverable in rates 182,875 189,193 182,875 189,193 ----------- ----------- ----------- ----------- Deferred charges and other assets 222,696 231,782 193,700 193,732 ----------- ----------- ----------- ----------- Total $4,584,310 $4,649,237 $4,061,855 $4,160,516 =========== =========== =========== =========== CAPITALIZATION AND LIABILITIES Capitalization Common equity $1,506,742 $1,569,670 $1,328,940 $1,404,136 Preferred stock of SDG&E Not subject to mandatory redemption 78,475 78,475 78,475 78,475 Subject to mandatory redemption 25,000 25,000 25,000 25,000 Long-term debt 1,522,271 1,479,338 1,283,342 1,284,816 ----------- ----------- ----------- ----------- Total capitalization 3,132,488 3,152,483 2,715,757 2,792,427 ----------- ----------- ----------- ----------- Current liabilities Current portion of long-term debt 53,471 69,902 6,696 33,639 Accounts payable 120,967 175,815 120,734 174,884 Due to affiliates -- -- 3,850 7,214 Dividends payable 47,125 47,213 47,125 47,131 Interest and taxes accrued 32,177 21,259 62,586 12,824 Regulatory balancing accounts overcollected-net 56,548 35,338 56,548 35,338 Other 146,959 158,317 92,885 110,743 ----------- ----------- ----------- ----------- Total current liabilities 457,247 507,844 390,424 421,773 ----------- ----------- ----------- ----------- Customer advances for construction 33,102 34,666 33,102 34,666 Accumulated deferred income taxes-net 508,480 497,400 493,316 487,119 Accumulated deferred investment tax credits 63,795 64,410 63,795 64,410 Deferred credits and other liabilities 389,198 392,434 365,461 360,121 ----------- ----------- ----------- ----------- Total $4,584,310 $4,649,237 $4,061,855 $4,160,516 =========== =========== ============ ============ See notes to financial statements.
STATEMENTS OF CASH FLOWS (unaudited) In thousands of dollars
Enova Corporation and Subsidiaries SDG&E ---------------------- ---------------------- For the three months ended March 31 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Cash Flows from Operating Activities Net income $ 48,866 $ 66,052 $ 41,929 $ 62,572 Adjustments to reconcile income from continuing operations to net cash provided by operating activities Depreciation and decommissioning 85,707 71,188 80,622 66,814 Amortization of deferred charges and other assets 1,902 1,425 1,701 1,425 Amortization of deferred credits and other liabilities (9,832) (8,768) (1,060) (292) Allowance for equity funds used during construction (1,423) (1,249) (1,423) (1,249) Deferred income taxes and investment tax credits 2,214 (29,087) 30 (27,864) Other-net 340 (2,182) (2,140) (4,860) Changes in working capital components Accounts and notes receivable 2,753 4,917 3,251 8,778 Regulatory balancing accounts 21,210 9,403 21,210 9,403 Inventories 10,236 797 10,966 797 Other current assets (1,413) 1,029 814 968 Interest and taxes accrued 53,313 38,198 75,796 47,975 Accounts payable and other current liabilities (66,206) (41,633) (79,222) (48,908) Cash used by discontinued operations -- -- -- (11,544) ---------- ---------- ---------- ---------- Net cash provided by operating activities 147,667 110,090 152,474 104,015 ---------- ---------- ---------- ---------- Cash Flows from Financing Activities Regular dividends paid (45,567) (45,467) (47,131) (47,383) Special dividend paid -- -- (66,150) -- Short-term borrowings-net -- 3,400 -- 3,400 Issuances of long-term debt 279 2,300 -- -- Repayment of long-term debt (45,001) (11,758) (25,000) -- Repurchase of common stock (66,314) (480) -- -- Redemption of preferred stock -- (15,155) -- (15,155) ---------- ---------- ---------- ---------- Net cash used by financing activities (156,603) (67,160) (138,281) (59,138) ---------- ---------- ---------- ---------- Cash Flows from Investing Activities Utility construction expenditures (34,074) (39,863) (34,074) (39,863) Contributions to decommissioning funds (5,505) (5,505) (5,505) (5,505) Other-net 6,674 (11,519) (1,648) (10,918) ---------- ---------- ---------- ---------- Net cash used by investing activities (32,905) (56,887) (41,227) (56,286) ---------- ---------- ---------- ---------- Net decrease (41,841) (13,957) (27,034) (11,409) Cash and temporary investments, beginning of period 173,079 96,429 81,409 20,755 ---------- ---------- ---------- ---------- Cash and temporary investments, end of period $131,238 $ 82,472 $ 54,375 $ 9,346 ========== ========== ========== ========== Supplemental disclosure of Cash Flow Information Income tax payments (refunds) $(19,001) $ 51,260 $(19,001) $ 51,260 ========== ========== ========== ========== Interest payments, net of amounts capitalized $ 23,764 $ 24,124 $ 15,113 $ 18,779 ========== ========== ========== ========== Supplemental Schedule of Noncash Activities: Investing and Financing Real estate investments $ 74,641 $ 31,012 -- -- ---------- ---------- ---------- ---------- Liabilities assumed $ 74,641 $ 31,012 -- -- ========== ========== ========== ========== Net assets of affiliates transferred to parent -- -- -- $150,095 ========== ========== ========== ========== See notes to financial statements.
ENOVA CORPORATION/SAN DIEGO GAS & ELECTRIC COMPANY NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. GENERAL This Quarterly Report on Form 10-Q is a combined filing of Enova Corporation and SDG&E. The financial statements presented herein represent the consolidated statements of Enova Corporation and its subsidiaries (including SDG&E), as well as the stand-alone statements of SDG&E. Unless otherwise indicated, the "Notes to financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein pertain to Enova Corporation as a consolidated entity. The Registrants believe all adjustments necessary to present a fair statement of the consolidated financial position and results of operations for the periods covered by this report, consisting of recurring accruals, have been made. The Registrants' significant accounting policies, as well as those of their subsidiaries, are described in the notes to consolidated financial statements in Enova Corporation's 1996 Annual Report to Shareholders. The same accounting policies are followed for interim reporting purposes. This quarterly report should be read in conjunction with the Registrants' 1996 Annual Report on Form 10-K which included the financial statements and notes thereto. The "Management's Discussion & Analysis of Financial Condition and Results of Operations" included in the Registrants' 1996 Annual Report to Shareholders was incorporated by reference into the Registrants' 1996 Annual Report on Form 10-K and filed as an exhibit thereto. 2. BUSINESS COMBINATION On March 11, 1997 the shareholders of both Enova Corporation and Pacific Enterprises approved the proposed business combination. Shareholder votes in favor of the combination totaled 76 percent of outstanding shares for Enova and 79 percent for PE (96 percent and 98 percent of total votes cast for Enova and PE, respectively). Consummation of the combination is conditional upon the approvals of the California Public Utilities Commission, the Federal Energy Regulatory Commission and various other regulatory bodies. On April 30, 1997 the FERC issued a decision stating that it has jurisdiction over the proposed business combination and that it will formally review the January 27, 1997 application to approve the merger under the FERC's recently issued merger guidelines. The guidelines provide, that within 60 to 90 days of the close of the comment period (March 28 for Enova/PE), the FERC will: request additional information; set issues for hearing; or approve or reject the merger. Enova and PE submitted a joint Proponents' Environmental Assessment to the CPUC stating that the plan of merger will not result in any activities or operational changes that may cause a significant effect on the environment. In April 1997 the CPUC issued a draft Negative Declaration concluding that the plan of merger will not result in significant effects on the environment and, therefore, no Environmental Impact Report or mitigation is necessary. Under the current schedule, the period during which the public may comment on the draft Negative Declaration ends in May 1997 and the final version of the proposed Negative Declaration will be published in June 1997. The Negative Declaration will become final when it is certified by the Commission. Effective April 1997 substantially all of the activities and certain assets of Enova subsidiaries, Enova Energy and Enova Technologies, were transferred to Energy Pacific, the joint venture between certain unregulated subsidiaries of Enova and PE to provide integrated energy and energy-related products and services. 3. MATERIAL CONTINGENCIES INDUSTRY RESTRUCTURING -- CALIFORNIA PUBLIC UTILITIES COMMISSION Electric industry restructuring is scheduled to commence on January 1, 1998. Discussion is ongoing as to whether direct access will be available to all electric customers on that date as anticipated by California law (AB 1890) or phased in over a longer period as expected by the CPUC's electric restructuring policy decision. The CPUC's Direct Access Working Group concluded that there are no technical or operational barriers to justify limited direct access availability once electric restructuring commences. A CPUC decision is expected in May 1997. As discussed in Note 10 in the notes to consolidated financial statements of the 1996 Annual Report to Shareholders, utilities will be allowed a reasonable opportunity to recover their stranded costs through December 31, 2001. SDG&E's transition cost application filed in October 1996 identifies transition costs totaling $2 billion (net present value in 1998 dollars). These identified transition costs have been audited by independent auditors selected by the CPUC. The auditors found SDG&E's recorded and forecasted cost estimates reasonable and have identified $73 million as requiring further action before being deemed a recoverable transition cost. A draft decision issued in April 1997 includes guidance on the prioritization of recovery of the various transition costs, on interest on over- and under-collected balances during the interim, and on various related matters. A CPUC decision is expected in October 1997. This proceeding will not include generation plant additions made after December 20, 1995. Instead, each utility must file a separate application seeking a reasonableness review thereof. SDG&E expects to file such an application during the third quarter of 1997 addressing 1996 capital additions and another in early 1998 to address 1997 additions. AB 1890 provides for a 10-percent reduction of residential and small commercial customers' rates beginning in January 1998 as a result of the utilities' receiving the proceeds of rate-reduction bonds issued by an agency of the State of California. SDG&E estimates that it will need $600 million to $800 million of bond proceeds to enable it to effect a sufficient decrease in rate base to result in the desired rate reduction. These bonds will be repaid over 10 years by SDG&E's residential and small commercial customers via a charge on their electric bills. In May 1997 SDG&E will be filing an application with the CPUC requesting authorization for the issuance of these rate-reduction bonds. The Securities and Exchange Commission has ruled that these bonds should be reflected on the utilities' balance sheets as debt. In addition, the California legislation includes a rate freeze for all customers. Until the earlier of March 31, 2002, or when transition cost recovery is complete, SDG&E's system average rate will be frozen at June 10, 1996 levels (9.64 cents per kwh), except for the impact of fuel cost changes and the 10-percent rate reduction. In any event, rates cannot be increased above 9.985 cents per kwh. The rate cap will be reduced in conjunction with the 10-percent rate reduction for residential and small commercial customers. In January and February 1997, soaring natural-gas prices resulted in electric rate increases that raised SDG&E's system average rate from 9.64 cents per kwh to 9.985 cents per kwh. Natural-gas prices have since decreased, but the mechanism, which is based on a 12- month rolling average, continues to push SDG&E's system average rate against the 9.985 cents-per-kwh rate cap. SDG&E currently accounts for the economic effects of regulation in accordance with SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation," as described in the notes to consolidated financial statements in the 1996 Annual Report to Shareholders. The SEC has indicated a concern that the California investor-owned utilities may not meet the criteria of SFAS No. 71 with respect to their electric generation net regulatory assets. Discussions are ongoing with the SEC, which has requested discussion by the Emerging Issues Task Force of the Financial Accounting Standards Board which the SEC may then interpret as to application to the California utilities. Both bodies are expected to act in mid-1997. If a decision is ultimately made that would result in the discontinuation of the application of SFAS No. 71 for electric- generation operations, the impact of a writeoff of these net regulatory assets would not be material to SDG&E's results of operations, financial position or liquidity. INDUSTRY RESTRUCTURING -- FEDERAL ENERGY REGULATORY COMMISSION On March 31, 1997 the utilities jointly filed plans with the FERC detailing the structure of California's independent system operator that will manage the state's transmission grid and outlining the development of a power exchange to act as a spot market for trading electricity. In November 1996 the FERC conditionally approved joint recommendations from the utilities on the creation of an ISO and power exchange, but required further information from the utilities as to how they would be structured and operate. The FERC will be holding hearings during the next few months. NUCLEAR INSURANCE SDG&E and the co-owners of the San Onofre units have purchased primary insurance of $200 million, the maximum amount available, for public liability claims. An additional $8.7 billion of coverage is provided by secondary financial protection required by the Nuclear Regulatory Commission and provides for loss sharing among utilities owning nuclear reactors if a costly accident occurs. SDG&E could be assessed retrospective premium adjustments of up to $32 million in the event of a nuclear incident involving any of the licensed, commercial reactors in the United States, if the amount of the loss exceeds $200 million. In the event the public liability limit stated above is insufficient, the Price-Anderson Act provides for Congress to enact further revenue- raising measures to pay claims, which could include an additional assessment on all licensed reactor operators. Insurance coverage is provided for up to $2.75 billion of property damage and decontamination liability. Coverage is also provided for the cost of replacement power, which includes indemnity payments for up to three years, after a waiting period of 21 weeks. Coverage is provided through mutual insurance companies owned by utilities with nuclear facilities. If losses at any of the nuclear facilities covered by the risk-sharing arrangements were to exceed the accumulated funds available from these insurance programs, SDG&E could be assessed retrospective premium adjustments of up to $5.1 million. CANADIAN GAS SDG&E has long-term pipeline capacity commitments related to its contracts for Canadian natural gas supplies. These contracts are currently in litigation, as described in "Legal Proceedings" in the 1996 Annual Report on Form 10-K beginning on page 19. If the supply of Canadian natural gas to SDG&E is not resumed to a level approximating the related committed long-term pipeline capacity, SDG&E intends to continue using the capacity in other ways. ITEM 2. ENOVA CORPORATION/SAN DIEGO GAS & ELECTRIC COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes forward-looking statements within the definition of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in "Management's Discussion and Analysis of Financial Condition and Results of Operations," the words "estimates", "expects", "anticipates", "plans" and similar expressions are intended to identify forward-looking statements that involve risks and uncertainties. Although the Registrants believe that their expectations are based on reasonable assumptions, they can give no assurance that those expectations will be realized. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include political developments affecting state and federal regulatory agencies, the pace and substance of electric industry deregulation in California and in the United States, the existence of or ability to create a market for rate-reduction bonds, the ability to effect a coordinated and orderly implementation of both state legislation and the CPUC's restructuring regulations, the consummation and timing of the combination of Enova Corporation and Pacific Enterprises, international political developments, and the timing and extent of changes in interest rates and prices for natural gas and electricity. RESULTS OF OPERATIONS: The following discussions reflect the results for the three months ended March 31, 1997 compared to the corresponding period in 1996: EARNINGS Earnings per common share for the first quarter were $0.42 in 1997, compared to $0.57 for the corresponding period in 1996. The decrease in earnings in 1997 is primarily due to previously announced changes related to the elimination of electric balancing accounts. Although no significant effect is expected for any full year, quarterly earnings will fluctuate significantly, depending on monthly or seasonal changes in electric sales. Earnings are expected to be higher in high sales- volume months and lower in others. OPERATING EXPENSES For the quarter ended March 31, 1997 electric fuel expense increased from the corresponding period in 1996 primarily due to increased natural-gas-fired generation and increases in natural gas prices, offset by a decrease in nuclear generation as a result of SONGS Unit 2 refueling. This decrease in nuclear generation availability resulted in an increase in purchased-power expense for the same period. Gas purchased for resale increased due to increases in both natural gas prices and sales volume. In addition, for the quarter ended March 31, 1997 compared to the corresponding period in 1996, maintenance expense increased due to the additional costs incurred during SONGS Unit 2 refueling (see additional discussion under "San Onofre Nuclear Generating Station Units 2 & 3," below). Depreciation and decommissioning expense increased due to the accelerated recovery of SONGS Units 2 and 3 which commenced in April 1996. Additional information concerning the recovery of SONGS Units 2 and 3 is provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 1996 Annual Report to Shareholders on page 27. Income tax expense decreased due to the decrease in operating income and the increase in income tax benefits related to Enova Financial's increased investments in affordable-housing projects. OTHER The tax benefits on nonoperating income for the quarter ended March 31, 1997 are due to the 1995 sale of Wahlco Environmental Systems, Inc. Additional information concerning the sale of Wahlco is provided in Note 3 in the notes to consolidated financial statements of the 1996 Annual Report to Shareholders. REGULATORY MATTERS: CALIFORNIA PUBLIC UTILITIES COMMISSION'S INDUSTRY RESTRUCTURING In December 1995 the CPUC issued its policy decision on the restructuring of California's electric utility industry to stimulate competition and reduce rates. In addition, in September 1996 California Governor Wilson signed into law a bill restructuring the industry. See additional discussion of industry restructuring in Note 3 of the notes to financial statements. CONSUMER EDUCATION The CPUC has approved a plan for the Consumer Education Program (CEP) jointly submitted by California's investor-owned utilities. The plan establishes a 19-member Electric Restructuring Education Group (EREG) that will include one member from each IOU. The EREG will design and implement the CEP. The initial funding of the CEP will be $20 million to be provided by the IOUs in proportion to their 1995 kwh sales. These funds will be recoverable through rates. The details of how these costs will be recovered under the rate cap are still being finalized. The CEP's objective will be to provide electric customers information to help them compare and choose among electric products and services when competition begins on January 1, 1998. The CEP's work is anticipated to begin by September 1, 1997 and end by May 31, 1998. PUBLIC POLICY PROGRAMS The CPUC has established a new administrative structure and initial funding levels to manage demand-side management, renewable-energy, low- income assistance, and research and development programs beginning in January 1998. The CPUC has formed independent boards to oversee a competitive bidding process to administer demand-side management and low-income assistance programs. Until the transition to a fully competitive energy-services market is complete, customers will be required to provide the funding. SDG&E will be funded $32 million annually for demand-side management programs from January 1998 to December 2001. SDG&E will contribute $12 million in renewables funding. Low-income assistance funding will remain at 1996 authorized levels. The California Energy Commission will be allocated most of the $63 million authorized to administer the research and development programs, of which SDG&E will contribute $4 million. NATURAL-GAS RATES In late 1996 natural-gas prices began rapidly increasing primarily due to weather-related factors and low storage levels. As the price of natural gas has increased beyond what SDG&E is authorized to charge for it, a $26 million shortfall has resulted. SDG&E has requested permission to raise gas rates by 5 cents per therm for 12 months beginning in the summer of 1997. This would cost the average customer about $2 more per month. SDG&E has also asked the CPUC to lift a two-year cap on natural- gas rates that currently limits the amount that can be charged to 25 cents per therm. PERFORMANCE-BASED RATEMAKING Distribution PBR: On April 23, 1997 the CPUC issued a decision instructing SDG&E to file a distribution PBR in the fourth quarter of 1997. Base-Rates PBR: On April 23, 1997 the CPUC issued a decision suspending the requirement for SDG&E's 1999 General Rate Case, provided the Base- Rates PBR mid-course review agrees with that conclusion. The mid-course review is currently in process. Generation PBR: Pursuant to CPUC direction, SDG&E has filed to withdraw its generation PBR application effective immediately. The CPUC has acknowledged that an ISO contract will be developed for all must-run generating units. Currently, all of SDG&E's plants are considered must run. However, the ISO will evaluate this issue and make a determination of which plants are must run as industry restructuring progresses. BIENNIAL COST ALLOCATION PROGRAM On April 23, 1997 the CPUC issued its decision on SDG&E's BCAP application. The decision calls for an overall revenue decrease of $26 million for SDG&E. SDG&E's utility electric generation, noncore and core customers will receive 15 percent, 24 percent and 3 percent decreases, respectively. SAN ONOFRE NUCLEAR GENERATION STATION UNITS 2 & 3 On April 10, 1997 the California Coastal Commission ruled that the SONGS owners must provide 150 acres of wetlands restoration, 150 acres of kelp reef and other mitigation. SDG&E's share of the cost is estimated to be $23 million. The SONGS owners have the option of paying the actual cost of the mitigation work or depositing the estimated cost in a trust and ending their responsibility for actual mitigation costs. Analysis is ongoing in order to determine how best to comply. Cracked and dented tubes were found during the latest refueling of Unit 2. This delayed the restart of the unit and added to the cost of the refueling. The problems and the resultant need to plug a small percentage of the unit's tubes will trigger a mid-cycle review and pose the possibilities that the reactor may be taken out of service prior to 2013 or that the reactor's license would not be extended to 2023 or an interim date. The unit returned to service in April 1997. Unit 3 was shut down in April 1997 for a 75-day scheduled refueling. While conducting routine inspections, it was noted that, in several areas, the thickness of the heat transfer tubes' structural supports was significantly reduced, apparently due to erosion. The cause of this condition is being investigated. One possible corrective action would be to remove the affected tubes from service by plugging them. It is anticipated that the plugging can be completed within the scheduled refueling period. Unit 2, which recently went through inspection of its steam generators, showed no signs of this type of erosion. LIQUIDITY AND CAPITAL RESOURCES: Utility operations continue to be a major source of liquidity. In addition, financing needs are met primarily through the issuance of short-term and long-term debt, and common and preferred stock. These capital resources are expected to remain available. SDG&E's cash requirements include plant construction and other capital expenditures. Nonutility cash requirements include capital expenditures associated with subsidiary activities related to the plan to distribute natural gas in Mexico; new products; affordable-housing, leasing and other investments; and repayments and retirements of long-term debt. In addition to changes described elsewhere, major changes in cash flows are described below. OPERATING ACTIVITIES Besides the effects of other items discussed in this report, the only significant changes in cash flows from operations for the three months ended March 31, 1997 compared to the corresponding 1996 period were related to the changes in regulatory balancing accounts and inventories. Regulatory balancing accounts increased due to overcollections in the gas fixed cost account as a result of higher than authorized sales volumes. Inventories decreased due to use of storage gas as the result of colder weather. FINANCING ACTIVITIES Enova Corporation anticipates that it will require only minimal amounts of short-term debt in 1997, primarily for utility operations. Enova does not expect to issue stock or long-term debt in 1997, other than for SDG&E-related refinancings. In conjunction with electric industry restructuring, rate-reduction bonds will be issued by an agency of the State of California. Additional information concerning these bonds is provided in Note 3 of the notes to financial statements, above. Enova Financial repaid $20 million and issued $75 million of long-term debt during the first quarter of 1997 during the ordinary course of business. During that same period SDG&E repaid $25 million of long-term debt. SDG&E had short-term bank lines of $50 million and long-term bank lines of $330 million with no short-term loans outstanding at March 31, 1997. Commitment fees are paid on the unused portion of the lines. There are no requirements for compensating balances. On March 27, 1997 Enova Corporation repurchased three million shares of its outstanding common stock. Quarterly cash dividends of $0.39 per share were declared for the first quarter of 1997 and for each quarter during the year ended December 31, 1996. The dividend payout ratio for the twelve months ended March 31, 1997 and years ended December 31, 1996, 1995, 1994, 1993 and 1992 were 85 percent, 79 percent, 80 percent, 130 percent, 82 percent and 81 percent, respectively. The increase in the payout ratio for the year ended December 31, 1994 was due to the writedowns recorded during 1994. For additional information regarding the writedowns, see Enova Corporation's 1996 Annual Report on Form 10-K. The payment of future dividends is within the discretion of the directors and is dependent upon future business conditions, earnings and other factors. Enova's directors have set a goal to reach a dividend payout of 60 percent to 70 percent of earnings through earnings growth and new investment. Net cash flows provided by operating activities currently are sufficient to maintain the payment of dividends at the anticipated level. SDG&E maintains its capital structure so as to obtain long-term financing at the lowest possible rates. The following table shows the percentages of capital represented by the various components. The capital structures are net of the construction funds held by a trustee in 1992 and 1993. March 31, 1992 1993 1994 1995 1996 1997 ----------------------------------------------------------- Common equity 47% 47% 48% 49% 50% 49% Preferred stock 5 4 4 4 4 4 Debt and leases 48 49 48 47 46 47 ----------------------------------------------------------- Total 100% 100% 100% 100% 100% 100% ----------------------------------------------------------- The following table lists key financial ratios for SDG&E. Twelve Year months ended ended March 31, December 31, 1997 1996 ----------------- ------------- Pretax interest coverage 4.9 X 5.2 X Internal cash generation 115 % 127 % Construction expenditures as a percent of capitalization 7.5 % 7.4 % DERIVATIVES: Registrants' policy is to use derivative financial instruments to reduce its exposure to fluctuations in interest rates, foreign currency exchange rates and natural gas prices. These financial instruments are with major investment firms and expose Registrants to market and credit risks. These risks may at times be concentrated with certain counterparties, although counterparty non-performance is not anticipated. Registrants do not use derivatives for trading or speculative purposes. At March 31, 1997 SDG&E had one interest-rate swap agreement: a floating-to-fixed-rate swap maturing in 2002 associated with $45 million of variable-rate bonds. SDG&E's pension fund periodically uses foreign currency forward contracts to reduce its exposure from exchange-rate fluctuations associated with certain investments in foreign equity securities. These contracts generally have maturities ranging from three to six months. Such contracts may expose the pension fund to credit loss if the counterparties fail to perform. Other than the interest-rate swap described above, there were no derivative financial instruments outstanding at March 31, 1997. INVESTING ACTIVITIES Cash used in investing activities for the three months ended March 31, 1997 included utility construction expenditures and payments to the SONGS decommissioning trust. Utility construction expenditures, excluding nuclear fuel and the allowance for equity funds used during construction, were $209 million in 1996 and are estimated to be $230 million in 1997. The company continuously reviews its construction, investment and financing programs and revises them in response to changes in competition, customer growth, inflation, customer rates, the cost of capital, and environmental and regulatory requirements. Among other things, the level of expenditures in the next few years will depend heavily on the impact of the CPUC's industry restructuring decision, on the timing of expenditures to comply with air emission reduction and other environmental requirements, and on the company's plan to transport natural gas to Mexico. Payments to the nuclear decommissioning trust are expected to continue until SONGS is decommissioned, which is not expected to occur before 2013. Although Unit 1 was permanently shut down in 1992, it is expected to be decommissioned concurrently with Units 2 and 3. OTHER SIGNIFICANT BALANCE SHEET CHANGES Besides the effects of items discussed in the preceding pages, there were significant changes to the Registrants' balance sheets at March 31, 1997, compared to December 31, 1996. The increase in investments and other property for Enova Corporation was due to Enova Financial's affordable-housing investments. The decrease in other current assets resulted from a shift in Enova's net deferred tax position from current assets to current liabilities. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There have been no significant subsequent developments in litigation proceedings that were outstanding at December 31, 1996 and there have been no significant new litigation proceedings since that date. ITEM 4. - SUBMISSION OF MATTERS TO VOTE ENOVA CORPORATION The shareholders of Enova Corporation elected two Class II Directors at the annual meeting on April 22, 1997. The name of each nominee and the number of shares voted for or withheld were as follows: Nominees Votes For Votes Withheld - ------------------------------------------------------------------------ D.W. Derbes 91,787,857 3,011,101 R.H. Goldsmith 91,732,863 3,066,095 The results of the voting on a shareholder proposal that the Board of Directors institute the additional criterion that before any officer options and bonuses are granted, the Company's financial performance should be in the top 30% of the Edison Electric Institute 100 Index of Investor-Owned Electrics (EEI 100) were as follows: In Favor 13,313,711 Opposed 56,631,748 Abstained 3,748,783 Broker Non-Vote 19,391,252 Additional information concerning the election of the board of directors and the other proposal is contained in Enova Corporation's 1997 Proxy Statement and Notice of Annual Meeting. SAN DIEGO GAS & ELECTRIC COMPANY The shareholders of San Diego Gas & Electric Company elected 11 directors at the annual meeting on April 22, 1997. The name of each nominee and the number of preferred shares voted for or withheld are summarized below. All 116,583,358 common shares, which are owned by Enova Corporation, were voted for the nominees. Nominees Votes For Votes Withheld - ------------------------------------------------------------------------ Richard C. Atkinson 118,871,922 31,688 Stephen L. Baum 118,872,230 31,380 Ann Burr 118,871,030 32,580 Richard A. Collato 118,871,830 31,780 Daniel W. Derbes 118,871,830 31,780 Donald E. Felsinger 118,872,230 31,380 Richard H. Goldsmith 118,872,230 31,380 William D. Jones 118,871,830 31,780 Ralph R. Ocampo 118,871,830 31,780 Thomas A. Page 118,872,030 31,580 Thomas C. Stickel 118,872,030 31,580 Additional information concerning the election of the board of directors is contained in SDG&E's 1997 Proxy Statement and Notice of Annual Meeting. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 3 - Bylaws and Articles of Incorporation 3.1 Restated Bylaws of Enova Corporation as of January 27, 1997. 3.2 Restated Bylaws of San Diego Gas & Electric Company as of January 27, 1997. Exhibit 10 - Material Contracts 10.1 Form of Enova Corporation 1986 Long-Term Incentive Plan Nonqualified Stock Option Agreement as Amended. Exhibit 12 - Computation of ratios 12.1 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends as required under SDG&E's August 1993 registration of 5,000,000 shares of Preference Stock (Cumulative). Exhibit 27 - Financial Data Schedules 27.1 Financial Data Schedule for the quarter ended March 31, 1997 for Enova Corporation. 27.2 Financial Data Schedule for the quarter ended March 31, 1997 for SDG&E. (b) Reports on Form 8-K A Current Report on Form 8-K was filed on January 29, 1997 announcing Enova Corporation's consolidated net income for the year ended December 31, 1996. SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned thereunto duly authorized. ENOVA CORPORATION SAN DIEGO GAS & ELECTRIC COMPANY (Registrants) Date: May 2, 1997 By: /S/ F.H. Ault ------------------------------ (Signature) F. H. AULT Vice President and Controller
 
                                  EXHIBIT 12.1 
                          SAN DIEGO GAS & ELECTRIC COMPANY 
            COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES 
                           AND PREFERRED STOCK DIVIDENDS 

3 Months Ended 1992 1993 1994 1995 1996 3/31/97 --------- ---------- ---------- ---------- ---------- ---------- Fixed Charges: Interest: Long-Term Debt $ 97,067 $ 84,830 $ 81,749 $ 82,591 $ 76,463 $ 17,925 Short-Term Debt 5,043 6,676 8,894 17,886 12,635 2,612 Amortization of Debt Discount and Expense, Less Premium 2,881 4,162 4,604 4,870 4,881 1,260 Interest Portion of Annual Rentals 14,558 9,881 9,496 9,631 8,446 2,476 ---------- ---------- ----------- --------- ----------- ---------- Total Fixed Charges 119,549 105,549 104,743 114,978 102,425 24,273 ---------- ---------- ----------- --------- ----------- ---------- Preferred Dividends Requirements 9,600 8,565 7,663 7,663 6,582 1,646 Ratio of Income Before Tax to Net Income 1.71389 1.79353 1.83501 1.78991 1.88864 1.96167 ---------- ----------- ----------- ---------- ---------- ---------- Preferred Dividends for Purpose of Ratio 16,453 15,362 14,062 13,716 12,431 3,229 ---------- ----------- ----------- ---------- ---------- ---------- Total Fixed Charges and Preferred Dividends for Purpose of Ratio $136,002 $120,911 $118,805 $128,694 $114,856 $ 27,502 ========== =========== ========== ========== ========== ========== Earnings: Net Income (before preferred dividend requirements) $224,177 $215,872 $206,296 $219,049 $222,765 $ 41,929 Add: Fixed Charges (from above) 119,549 105,549 104,743 114,978 102,425 24,273 Less: Fixed Charges Capitalized 1,262 1,483 1,424 2,040 1,495 814 Taxes on Income 160,038 171,300 172,259 173,029 197,958 40,322 ---------- ---------- ---------- ---------- ----------- --------- Total Earnings for Purpose of Ratio $502,502 $491,238 $481,874 $505,016 $521,653 $105,710 ========== ========== ========== ========== =========== ========= Ratio of Earnings to Combined Fixed Charges and Preferred Dividends 3.69 4.06 4.06 3.92 4.54 3.84 ========== ========== ========== ========== =========== =========
 

UT 0000086521 SAN DIEGO GAS & ELECTRIC COMPANY 1,000 YEAR DEC-31-1997 MAR-31-1997 PER-BOOK 3,025,878 347,808 311,594 93,475 283,100 4,061,855 291,458 566,233 471,249 1,328,940 25,000 78,475 1,188,148 0 0 0 52 0 95,194 6,644 1,339,402 4,061,855 494,636 40,754 390,952 431,706 62,930 164 63,094 21,165 41,929 1,646 40,283 113,281 17,925 152,474 0 0
                          BYLAWS OF ENOVA CORPORATION

                        RESTATED AS OF JANUARY 27, 1997


                                 ARTICLE ONE

                            CORPORATE MANAGEMENT

     The business and affairs of the Corporation shall be managed, and 
all corporate powers shall be exercised, by or under the direction of 
the Board of Directors ("the Board"), subject to the Articles of 
Incorporation and the California Corporations Code.

                               ARTICLE TWO

                                 OFFICERS

     Section 1.   Designation.  The officers of the Corporation shall 
consist of a Chairman of the Board (the "Chairman") or a President, or 
both, one or more Vice Presidents, a Secretary, one or more Assistant 
Secretaries, a Treasurer, one or more Assistant Treasurers, a 
Controller, one or more Assistant Controllers, and such other officers 
as the Board may from time to time elect.  Any two or more of such 
offices may be held by the same person.

     Section 2.   Term.  The officers shall be elected by the Board as 
soon as possible after the annual meeting of the Shareholders, and shall 
hold office for one year or until their successors are duly elected.  
Any officers may be removed from office at any time, with or without 
cause, by the vote of a majority of the authorized number of Directors.  
The Board may fill vacancies or elect new officers at any time.

     Section 3.   Chairman.  The Chairman shall preside over meetings of 
the Shareholders and of the Board, make a full report to each 
Shareholders' annual meeting covering the next preceding fiscal year, 
and perform all other duties designated by the Board.

     Section 4.   The President.  The President shall have the general 
management and direction of the affairs of the Corporation, subject to 
the control of the Board.  In the absence or disability of the Chairman, 
the President shall perform the duties and exercise the powers of the 
Chairman.

     Section 5.   Vice Presidents.  The Vice Presidents, one of whom 
shall be the Chief Financial Officer, shall have such duties as the 
President or the Board shall designate.

     Section 6.   Chief Financial Officer.  The Chief Financial Officer 
shall be responsible for the issuance of securities and the management 
of the Corporation's cash, receivables and temporary investments.

     Section 7.   Secretary and Assistant Secretary.  The Secretary 
shall attend all meetings of the Shareholders and the Board, keep a true 
and accurate record of the proceedings of all such meetings and attest 
the same by his or her signature, have charge of all books, documents 
and papers which appertain to the office, have custody of the corporate 
seal and affix it to all papers and documents requiring sealing, give 
all notices of meetings, have the custody of the books of stock 
certificates and transfers, issue all stock certificates, and perform 
all other duties usually appertaining to the office and all duties 
designated by the bylaws, the President or the Board.  In the absence of 
the Secretary, any Assistant Secretary may perform the duties and shall 
have the powers of the Secretary.

     Section 8.   Treasurer and Assistant Treasurer.  The Treasurer shall 
perform all duties usually appertaining to the office and all duties 
designated by the President or the Board.  In the absence of the 
Treasurer, any Assistant Treasurer may perform the duties and shall have 
all the powers of the Treasurer.

     Section 9.   Controller and Assistant Controller.  The Controller 
shall be responsible for establishing financial control policies for the 
Corporation, shall be its principal accounting officer, and shall perform 
all duties usually appertaining to the office and all duties designated 
by the President or the Board.  In the absence of the Controller, any 
Assistant Controller may perform the duties and shall have all the powers 
of the Controller.

     Section 10.   Chief Executive Officer.  Either the Chairman or the 
President shall be the Chief Executive Officer.

     Section 11.   Chief Operating Officer.  Either the President or any 
Vice President shall be the Chief Operating Officer.

                            ARTICLE THREE

                              DIRECTORS

     Section 1.   Number.  The authorized number of Directors shall be 
determined as set forth in the Articles of Incorporation

     Section 2.   Election.  A Board shall be elected as set forth in 
the Articles of Incorporation.  Any candidate nominated by management 
for election to the Board shall be so nominated without regard to his or 
her sex, race, color or creed.

     Section 3.   Vacancies.  Vacancies in the Board may be filled as 
set forth in the Articles of Incorporation.

     Section 4.   Compensation.  Members of the Board shall receive such 
compensation as the Board may from time to time determine.

    Section 5.   Regular Meetings.  A regular meeting of the Board shall 
be held without other notice than this bylaw immediately after each 
annual meeting of the Shareholders, and at such other times as provided 
for by resolution, at the principal office of the Corporation.  The 
Board may cancel, or designate a different date, time or place for any 
regular meeting.

     Section 6.   Special Meetings.  Special meetings of the Board may 
be called at any time by the Chairman, the President, or any two 
Directors.

     Section 7.   Notice of Meetings.  Written notice shall be given to 
each Director of the date, time and place of each regular meeting and 
each special meeting of the Board.  If given by mail, such notice shall 
be mailed to each Director at least four days before the date of such 
meeting, or such notice may be given to each Director personally or by 
telegram at least 48 hours before the time of such meeting.  Every 
notice of special meeting shall state the purpose for which such meeting 
is called.  Notice of a meeting need not be given to any Director who 
signs a waiver of notice, whether before or after the meeting, or who 
attends the meeting without protesting, prior thereto or at its 
commencement, the lack of notice to such Director.

    Section 8.  Quorum.  A majority of the authorized number of 
Directors shall be necessary to constitute a quorum for the transaction 
of business, and every act or decision of a majority of the Directors 
present at a meeting at which a quorum is present shall be valid as the 
act of the Board, provided that a meeting at which a quorum is initially 
present may continue to transact business, notwithstanding the 
withdrawal of Directors, if any action taken is approved by at least a 
majority of the required quorum for such meeting.  A majority of 
Directors present at any meeting, in the absence of a quorum, may 
adjourn to another time.

     Section 9.   Action Upon Consent.  Any action required or permitted 
to be taken by the Board may be taken without a meeting, if all members 
of the Board shall individually or collectively consent in writing to 
such action.

     Section 10.   Telephonic Participation.  Members of the Board may 
participate in a meeting through use of a conference telephone or 
similar communications equipment, so long as all members participating 
in the meeting can hear one another.  Such participation constitutes 
presence in person at the meeting.

     Section 11.   Directors Emeritus.  The Board may from time to time 
elect one or more Directors Emeritus.  Each Director Emeritus shall have 
the privilege of attending meetings of the Board, upon invitation of the 
Chairman or the President.  No Director Emeritus shall be entitled to 
vote on any business coming before the Board or be counted as a member of 
the Board for any purpose whatsoever.

                              ARTICLE FOUR

                               COMMITTEES

     Section 1.   Executive Committee.  The Board shall appoint an 
Executive Committee.  The Chairman shall be ex officio the Chairman 
thereof, unless the Board shall appoint another member as Chairman.  The 
Executive Committee shall be composed of members of the Board, and shall 
at all times be subject to its control.  The Executive Committee shall 
have all the authority of the Board, except with respect to:

     (a)   The approval of any action which also requires Shareholders' 
approval.

     (b)    The filling of vacancies on the Board or on any committee.

     (c)   The fixing of compensation of the Directors for serving on the 
Board or on any committee.

     (d)  The amendment or repeal of bylaws or the adoption of new 
bylaws.

     (e)   The amendment or repeal of any resolution of the Board which 
by its express terms is not so amendable or repealable.

     (f)    A distribution to the Shareholders.

     (g)   The appointment of other committees of the Board or the 
members thereof.

     Section 2.   Audit Committee.  The Board shall appoint an Audit 
Committee comprised solely of Directors who are neither officers nor 
employees of the Corporation and who are free from any relationship that, 
in the opinion of the Board, would interfere with the exercise of 
independent judgment as committee members.  The Audit Committee shall 
review and make recommendations to the Board with respect to:

     (a)   The engagement of an independent accounting firm to audit the 
Corporation's financial statements and the terms of such 
engagement.

     (b)   The policies and procedures for maintaining the Corporation's 
books and records and for furnishing appropriate information 
to the independent auditor.

     (c)   The evaluation and implementation of any recommendations made 
by the independent auditor.

     (d)   The adequacy of the Corporation's internal audit controls and 
related personnel.

     (e)   Such other matters relating to the Corporation's financial 
affairs and accounts as the Committee deems desirable.

     Section 3.   Other Committees.  The Board may appoint such other 
committees of its members as it shall deem desirable, and, within the 
limitations specified for the Executive Committee, may vest such 
committees with such powers and authorities as it shall see fit, and all 
such committees shall at all times be subject to its control.

     Section 4.   Notice of Meetings.  Notice of each meeting of any 
committee of the Board shall be given to each member of such committee, 
and the giving of such notice shall be subject to the same requirements 
as the giving of notice of meetings of the Board, unless the Board shall 
establish different requirements for the giving of notice of committee 
meetings.

     Section 5.   Conduct of Meetings.  The provisions of these bylaws 
with respect to the conduct of meetings of the Board shall govern the 
conduct of committee meetings.  Written minutes shall be kept of all 
committee meetings.

                            ARTICLE FIVE

                         SHAREHOLDER MEETINGS

     Section 1.   Annual Meeting.  The annual meeting of the 
Shareholders shall be held on a date and at a time fixed by the Board.

     Section 2.   Special Meetings.  Special meetings of the 
Shareholders for any purpose whatsoever may be called at any time by the 
Chairman, the President, or the Board, or by one or more Shareholders 
holding not less than one-tenth of the voting power of the Corporation.

     Section 3.   Place of Meetings.  All meetings of the Shareholders 
shall be held at the principal office of the Corporation in San Diego, 
California or at such other locations as may be designated by the Board.

     Section 4.   Notice of Meetings.  Written notice shall be given to 
each Shareholder entitled to vote of the date, time, place and general 
purpose of each meeting of Shareholders.  Notice may be given 
personally, or by mail, or by telegram, charges prepaid, to the 
Shareholder's address appearing on the books of the Corporation.  If a 
Shareholder supplies no address to the Corporation, notice shall be 
deemed to be given if mailed to the place where the principal office of 
the Corporation is situated, or published at least once in some 
newspaper of general circulation in the county of said principal office.  
Notice of any meeting shall be sent to each Shareholder entitled thereto 
not less than 10 or more than 60 days before such meeting.

     Section 5.   Voting.  The Board may fix a time in the future not 
less than 10 or more than 60 days preceding the date of any meeting of 
Shareholders, or not more than 60 days preceding the date fixed for the 
payment of any dividend or distribution, or for the allotment of rights, 
or when any change or conversion or exchange of shares shall go into 
effect, as a record date for the determination of the Shareholders 
entitled to notice of and to vote at any such meeting or entitled to 
receive any such dividend or distribution, or any such allotment of 
rights, or to exercise the rights in respect to any such change, 
conversion, or exchange of shares.  In such case only Shareholders of 
record at the close of business on the date so fixed shall be entitled 
to notice of and to vote at such meeting or to receive such dividend, 
distribution or allotment of rights, or to exercise such rights, as the 
case may be, notwithstanding any transfer of any shares on the books of 
the Corporation after any record date fixed as aforesaid.  The Board may 
close the books of the Corporation against any transfer of shares during 
the whole or any part of such period.

     Section 6.   Quorum.  At any Shareholders' meeting a majority of 
the shares entitled to vote must be represented in order to constitute a 
quorum for the transaction of business, but a majority of the shares 
present, or represented by proxy, though less than a quorum, may adjourn 
the meeting to some other date, and from day to day or from time to time 
thereafter until a quorum is present.

                                ARTICLE SIX

                          CERTIFICATE OF SHARES

     Section 1.   Form.  Certificates for shares of the Corporation 
shall state the name of the registered holder of the shares represented 
thereby, and shall be signed by the Chairman or Vice Chairman or the 
President or a Vice President, and by the Chief Financial Officer or an 
Assistant Treasurer or the Secretary or an Assistant Secretary.  Any 
such signature may be by facsimile thereof.

     Section 2.   Surrender.  Upon a surrender to the Secretary, or to a 
transfer agent or transfer clerk of the Corporation, of a certificate 
for shares duly endorsed or accompanied by proper evidence of 
succession, assignment or authority to transfer, the Corporation shall 
issue a new certificate to the party entitled thereto, cancel the old 
certificate and record the transaction upon its books.

     Section 3.   Right of Transfer.  When a transfer of shares on the 
books is requested, and there is a reasonable doubt as to the rights of 
the persons seeking such transfer, the Corporation, or its transfer 
agent or transfer clerk, before entering the transfer of the shares on 
its books or issuing any certificate therefor, may require from such 
person reasonable proof of his or her rights, and, if there remains a 
reasonable doubt in respect thereto, may refuse a transfer unless such 
person shall give adequate security or a bond of indemnity executed by a 
corporate surety, or by two individual sureties, satisfactory to the 
Corporation as to form, amount and responsibility of sureties.

   Section 4.   Conflicting Claims.  The Corporation shall be entitled 
to treat the holder of record of any shares as the holder in fact 
thereof and shall not be bound to recognize any equitable or other claim 
to or interest in such shares on the part of any other person, whether 
or not it shall have express or other notice thereof, save as expressly 
provided by the laws of the State of California.

     Section 5.   Loss, Theft and Destruction.  In the case of the 
alleged loss, theft or destruction of any certificate of shares, another 
may be issued in its place as follows: (1) the owner of the lost, stolen 
or destroyed certificate shall file with the transfer agent of the 
Corporation a duly executed affidavit of loss and indemnity agreement 
and certificate of coverage, accompanied by a check representing the 
cost of the bond as outlined in any blanket lost securities and 
administration bond previously approved by the Directors of the 
Corporation and executed by a surety company satisfactory to them, which 
bond shall indemnify the Corporation, its transfer agents and 
registrars; or (2) the Board may, in its discretion, authorize the 
issuance of a new certificate to replace a lost, stolen or destroyed 
certificate on such other terms and conditions as it may determine to be 
reasonable.

                          ARTICLE SEVEN

            INDEMNIFICATION OF AGENTS OF THE CORPORATION

     Section 1.   Definitions.  For the purposes of this Article Seven, 
"agent" means any person who (i) is or was a Director, officer, employee 
or other agent of the Corporation, (ii) is or was serving at the request 
of the Corporation as a director, officer, employee or agent of another 
foreign or domestic corporation, partnership, joint venture, trust or 
other enterprise or (iii) was a director, officer, employee or agent of a 
foreign or domestic corporation which was a predecessor corporation of 
the Corporation or of another enterprise at the request of such 
predecessor corporation; "proceeding" means any threatened, pending or 
completed action or proceeding, whether civil, criminal, administrative 
or investigative; and "expenses" includes, without limitation, attorneys' 
fees and any expenses of establishing a right to indemnification under 
Sections 4 or 5(c) of this Article Seven.

     Section 2.   Indemnification for Third Party Actions.  The 
Corporation shall have the power to indemnify any person who is or was a 
party, or is threatened to be made a party, to any proceeding (other than 
an action by or in the right of the Corporation to procure a judgment in 
its favor) by reason of the fact that such person is or was an agent of 
the Corporation against expenses, judgments, fines, settlements and other 
amounts actually and reasonably incurred in connection with such 
proceeding if such person acted in good faith and in a manner such person 
reasonably believed to be in the best interests of the Corporation and, 
in the case of a criminal proceeding, had no reasonable cause to believe 
the conduct of such person was unlawful.  The termination of any 
proceeding by judgment, order, settlement, conviction or upon a plea of 
nolo contendere or its equivalent shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner 
which the person reasonably believed to be in the best interests of the 
Corporation or that the person had reasonable cause to believe that the 
person's conduct was unlawful.

     Section 3.   Indemnification for Derivative Actions.  The 
Corporation shall have the power to indemnify any person who is or was a 
party, or is threatened to be made a party, to any threatened, pending or 
completed action by or in the right of the Corporation to procure a 
judgment in its favor by reason of the fact that such person is or was an 
agent of the Corporation against expenses actually and reasonably 
incurred by such person in connection with the defense or settlement of 
such action if such person acted in good faith and in a manner such 
person believed to be in the best interests of the Corporation and its 
Shareholders.  No indemnification shall be made under this Section 3:

     (a)   In respect of any claim, issue or matter as to which such 
person shall have been adjudged to be liable to the 
Corporation in the performance of such person's duty to the 
Corporation and its Shareholders, unless and only to the 
extent that the court in which such proceeding is or was 
pending shall determine upon application that, in view of all 
the circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for expenses and then only 
to the extent that the court shall determine; or

     (b)   Of amounts paid in settling or otherwise disposing of a 
pending action without court approval; or

     (c)   Of expenses incurred in defending a pending action which is 
settled or otherwise disposed of without court approval.

     Section 4.   Successful Defense.  Notwithstanding any other 
provision of this Article, to the extent that an agent of the Corporation 
has been successful on the merits or otherwise (including the dismissal 
of an action without prejudice or the settlement of a proceeding or 
action without admission of liability) in defense of any proceeding 
referred to in Sections 2 or 3 of this Article, or in defense of any 
claim, issue or matter therein, he or she shall be indemnified against 
expenses (including attorneys' fees) actually and reasonably incurred in 
connection therewith.

     Section 5.   Discretionary Indemnification.  Except as provided in 
Section 4 of this Article Seven, any indemnification under Section 3 
thereof shall be made by the Corporation only if authorized in the 
specific case, upon a determination that indemnification of the agent is 
proper in the circumstances because the agent has met the applicable 
standard of conduct set forth in Section 3, by:

     (a)   A majority vote of a quorum consisting of Directors who are 
not parties to such proceeding;

     (b)   If such a quorum of Directors is not obtainable, by  
independent legal counsel in a written opinion; 

     (c)   Approval by the affirmative vote of a majority of the shares 
of this Corporation represented and  voting at a duly held 
meeting at which a quorum is present (which shares voting 
affirmatively also constitute at least a majority of the 
required quorum) or by the written consent of holders of a 
majority of the outstanding shares which would be entitled to 
vote at such meeting and, for such purpose, the shares owned 
by the person to be indemnified shall not be considered 
outstanding or entitled to vote; or

     (d)   The court in which such proceeding is or was pending, upon 
application made by the Corporation, the agent or the 
attorney or other person rendering services in connection 
with the defense, whether or not such application by said 
agent, attorney or other person is opposed by the 
Corporation.

     Section 6.   Advancement of Expenses.  Expenses incurred in 
defending any proceeding may be advanced by the Corporation prior to the 
final disposition of such proceeding upon receipt of an undertaking by or 
on behalf of the agent to repay such amount if it shall be determined 
ultimately that the agent is not entitled to be indemnified as authorized 
in this Article Seven.

     Section 7.   Restriction on Indemnification.  No indemnification or 
advance shall be made under this Article Seven, except as provided in 
Sections 4 and 6 thereof, in any circumstance where it appears:

     (a)   That it would be inconsistent with a provision of the Articles 
of Incorporation of the Corporation, its bylaws, a resolution 
of the Shareholders or an agreement in effect at the time of 
the accrual of the alleged cause of action asserted in the 
proceeding in which the expenses were incurred or other 
amounts were paid which prohibits or otherwise limits 
indemnification; or   

     (b)   That it would be inconsistent with any condition expressly 
imposed by a court in approving a settlement.

     Section 8.   Non-Exclusive.  In the absence of any other basis for 
indemnification of an agent, the Corporation can indemnify such agent 
pursuant to this Article Seven.  The indemnification provided by this 
Article Seven shall not be deemed exclusive of any other rights to which 
those seeking indemnification may be entitled under any statute, bylaw, 
agreement, vote of Shareholders or disinterested Directors or otherwise, 
both as to action in an official capacity and as to action in another 
capacity while holding such office.  The rights to indemnification under 
this Article Seven shall continue as to a person who has ceased to be a 
Director, officer, employee, or agent and shall inure to the benefit of 
the heirs, executors, and administrators of the person.  Nothing 
contained in this Section 8 shall affect any right to indemnification to 
which persons other than such Directors and officers may be entitled by 
contract or otherwise.

     Section 9.   Expenses as a Witness.  To the extent that any agent of 
the Corporation is by reason of such position, or a position with another 
entity at the request of the Corporation, a witness in any action, suit 
or proceeding, he or she shall be indemnified against all costs and 
expenses actually and reasonably incurred by him or her or on his or her 
behalf in connection therewith.

     Section 10.   Insurance.  The Board may purchase and maintain 
directors and officers liability insurance, at its expense, to protect 
itself and any Director, officer or other named or specified agent of the 
Corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any expense, liability or loss asserted against 
or incurred by the agent in such capacity or arising out of the agent's 
status as such, whether or not the Corporation would have the power to 
indemnify the agent against such expense, liability or loss under the 
provisions of this Article Seven or under California Law.

     Section 11.   Separability.  Each and every paragraph, sentence, 
term and provision of this Article Seven is separate and distinct so that 
if any paragraph, sentence, term or provision hereof shall be held to be 
invalid or unenforceable for any reason, such invalidity or 
unenforceability shall not affect the validity or unenforceability of any 
other paragraph, sentence, term or provision hereof.  To the extent 
required, any paragraph, sentence, term or provision of this Article may 
be modified by a court of competent jurisdiction to preserve its validity 
and to provide the claimant with, subject to the limitations set forth in 
this Article and any agreement between the Corporation and claimant, the 
broadest possible indemnification permitted under applicable law.  If 
this Article Seven or any portion thereof shall be invalidated on any 
ground by any court of competent jurisdiction, then the Corporation shall 
nevertheless have the power to indemnify each Director, officer, 
employee, or other agent against expenses (including attorneys' fees), 
judgments, fines and amounts paid in settlement with respect to any 
action, suit, proceeding or investigation, whether civil, criminal or 
administrative, and whether internal or external, including a grand jury 
proceeding and including an action or suit brought by or in the right of 
the Corporation, to the full extent permitted by any applicable portion 
of this Article Seven that shall not have been invalidated by any other 
applicable law.

     Section 12.   Agreements.  Upon, and in the event of, a 
determination of the Board to do so, the Corporation is authorized to 
enter into indemnification agreements with some or all of its Directors, 
officers, employees and other agents providing for indemnification to the 
fullest extent permissible under California law and the Corporation's 
Articles of Incorporation.

     Section 13.   Retroactive Appeal.  In the event this Article Seven 
is repealed or modified so as to reduce the protection afforded herein, 
the indemnification provided by this Article shall remain in full force 
and effect with respect to any act or omission occurring prior to such 
repeal or modification. 

                                 ARTICLE EIGHT

                                  OBLIGATIONS

     All obligations of the Corporation, including promissory notes, 
checks, drafts, bills of exchange, and contracts of every kind, and 
evidences of indebtedness issued in the name of, or payable to, or 
executed on behalf of the Corporation, shall be signed or endorsed by 
such officer or officers, or agent or agents, of the Corporation and in 
such manner as, from time to time, shall be determined by the Board.

                             ARTICLE NINE

                            CORPORATE SEAL

     The corporate seal shall set forth the name of the Corporation, 
state, and date of incorporation.

                             ARTICLE TEN

                              AMENDMENTS

     These bylaws may be amended or repealed as set forth in the Articles 
of Incorporation.

                           ARTICLE ELEVEN

                       AVAILABILITY OF BYLAWS

     A current copy of these bylaws shall be mailed or otherwise 
furnished to any Shareholder of record within five days after receipt of 
a request therefor.



                BYLAWS OF SAN DIEGO GAS & ELECTRIC COMPANY

                     RESTATED AS OF JANUARY 27, 1997


                              ARTICLE ONE
                         Corporate Management

          The business and affairs of the corporation shall be managed, 
and all corporate powers shall be exercised, by or under the direction of 
the Board of Directors ("the Board"), subject to the Articles of 
Incorporation and the California Corporations Code.

                              ARTICLE TWO
                               Officers

          Section 1.   Designation.  The officers of the corporation 
shall consist of a Chairman of the Board ("Chairman") or a President, or 
both, one or more Vice Presidents, a Secretary, one or more Assistant 
Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, 
one or more Assistant Controllers, and such other officers as the Board 
may from time to time elect.  Any two or more of such offices may be held 
by the same person.

          Section 2.   Term.  The officers shall be elected by the Board 
as soon as possible after the annual meeting of the Shareholders, and 
shall hold office for one year or until their successors are duly 
elected.  Any officers may be removed from office at any time, with or 
without cause, by the vote of a majority of the authorized number of 
Directors. The Board may fill vacancies or elect new officers at any 
time.

          Section 3.   Chairman.  The Chairman, or any officer 
designated by the Chairman, shall preside over meetings of the 
Shareholders and of the Board.  The Chairman shall perform all other 
duties designated by the Board.

          Section 4.   The President.  The President shall have the 
general management and direction of the affairs of the corporation, 
subject to the control of the Board.  In the absence or disability of the 
Chairman, the President shall perform the duties and exercise the powers 
of the Chairman.

          Section 5.   The Vice Presidents, one of whom shall be the 
Chief Financial Officer, shall have such duties as the President or the 
Board shall designate.

          Section 6.   The Chief Financial Officer shall be responsible 
for the issuance of securities and the management of the corporation's 
cash, receivables and temporary investments.

          Section 7.   Secretary and Assistant Secretary.  The Secretary 
shall attend all meetings of the Shareholders and the Board, keep a true 
and accurate record of the proceedings of all such meetings and attest 
the same by his or her signature, have charge of all books, documents and 
papers which appertain to the office, have custody of the corporate seal 
and affix it to all papers and documents requiring sealing, give all 
notices of meetings, have the custody of the books of stock certificates 
and transfers, issue all stock certificates, and perform all other duties 
usually appertaining to the office and all duties designated by the 
bylaws, the President or the Board.  In the absence of the Secretary, any 
Assistant Secretary may perform the duties and shall have the powers of 
the Secretary.

         Section 8.   Treasurer and Assistant Treasurer.  The Treasurer 
shall perform all duties usually appertaining to the office and all 
duties designated by the President or the Board.  In the absence of the 
Treasurer, any Assistant Treasurer may perform the duties and shall have 
all the powers of the Treasurer.

         Section 9.   Controller and Assistant Controller.  The 
Controller shall be responsible for establishing financial control 
policies for the corporation, shall be its principal accounting officer, 
and shall perform all duties usually appertaining to the office and all 
duties designated by the President or the Board.  In the absence of the 
Controller, any Assistant Controller may perform the duties and shall 
have all the powers of the Controller.

          Section 10.   Chief Executive Officer.  Either the Chairman or 
the President shall be the Chief Executive Officer.

          Section 11.   Chief Operating Officer.  Either the President or 
any Vice President shall be the Chief Operating Officer.

                              ARTICLE THREE
                                Directors

          Section 1.   Number.  The authorized number of Directors shall 
be from a minimum of seven to a maximum of thirteen, unless changed by 
the vote or written consent of holders of a majority of outstanding 
shares entitled to vote.  The Board of Directors shall fix by resolution 
the number of Directors comprising the Board within the stated minimum 
and maximum number at its discretion and without Shareholder approval.

          Section 2.   Election.  A Board shall be elected at each annual 
meeting of the Shareholders, at any adjournment thereof, or at any 
special meeting of the Shareholders called for that purpose.  The 
Directors shall hold office for one year or until their successors are 
duly elected.  Any candidate nominated by management for election to the 
Board shall be so nominated without regard to his or her sex, race, color 
or creed.

          Section 3.   Vacancies.  Vacancies in the Board may be filled 
by a majority of the remaining Directors, though less than a quorum, and 
each Director so elected shall hold office for the unexpired term and 
until his or her successor is elected.

          Section 4.   Compensation.  Members of the Board shall receive 
such compensation as the Board may from time to time determine.


          Section 5.   Regular Meetings.  A regular meeting of the Board 
shall be held without other notice than this bylaw immediately after 
each annual meeting of the Shareholders, and at such other times as 
provided for by resolution, at the principal office of the corporation. 
 The Board may cancel, or designate a different date, time or place for 
any regular meeting.

          Section 6.   Special Meetings.  Special meetings of the Board 
may be called at any time by the Chairman, the President or any two 
Directors.

          Section 7.   Notice of Meetings.  Written notice shall be given 
to each Director of the date, time and place of each regular meeting and 
each special meeting of the Board.  If given by mail, such notice shall 
be mailed to each Director at least four days before the date of such 
meeting, or such notice may be given to each Director personally or by 
telegram at least 48 hours before the time of such meeting.  Every notice 
of special meeting shall state the purpose for which such meeting is 
called.  Notice of a meeting need not be given to any Director who signs 
a waiver of notice, whether before or after the meeting, or who attends 
the meeting without protesting, prior thereto or at its commencement, the 
lack of notice to such Director.

          Section 8.   Quorum.  A majority of the authorized number of 
Directors shall be necessary to constitute a quorum for the transaction 
of business, and every act or decision of a majority of the Directors 
present at a meeting at which a quorum is present shall be valid as the 
act of the Board, provided that a meeting at which a quorum is initially 
present may continue to transact business, notwithstanding the withdrawal 
of Directors, if any action taken is approved by at least a majority of 
the required quorum for such meeting.  A majority of Directors present at 
any meeting, in the absence of a quorum, may adjourn to another time.

          Section 9.   Action Upon Consent.  Any action required or 
permitted to be taken by the Board may be taken without a meeting, if all 
members of the Board shall individually or collectively consent in 
writing to such action.

          Section 10.   Telephonic Participation.  Members of the Board 
may participate in a meeting through use of a conference telephone or 
similar communications equipment, so long as all members participating in 
the meeting can hear one another.  Such participation constitutes 
presence in person at the meeting.

           Section 11.   Directors Emeritus.  The Board may from time to 
time elect one or more Directors Emeritus.  Each Director Emeritus shall 
have the privilege of attending meetings of the Board, upon invitation of 
the Chairman or the President.  No Director Emeritus shall be entitled to 
vote on any business coming before the Board or be counted as a member of 
the Board for any purpose whatsoever.

                                ARTICLE FOUR
                                 Committees

          Section 1.   Executive Committee.  The Board shall appoint an 
Executive Committee.  The Chairman shall be ex officio the Chairman 
thereof, unless the Board shall appoint another member as Chairman.  The 
Executive Committee shall be composed of members of the Board, and shall 
at all times be subject to its control.  The Executive Committee shall 
have all the authority of the Board, except with respect to:

          (a)   The approval of any action which also requires 
shareholders' approval.

          (b)   The filling of vacancies on the Board or on any 
committee.

          (c)   The fixing of compensation of the Directors for serving 
on the Board or on any committee.

          (d)     The amendment or repeal of bylaws or the adoption of 
new bylaws.

          (e)   The amendment or repeal of any resolution of the Board 
which by its express terms is not so amendable or 
repealable.

          (f)   A distribution to the Shareholders.

          (g)   The appointment of other committees of the Board or the 
members thereof.

          Section 2.   Audit Committee.  The Board shall appoint an Audit 
Committee comprised solely of Directors who are neither officers nor 
employees of the corporation and who are free from any relationship that, 
in the opinion of the Board, would interfere with the exercise of 
independent judgment as committee members.  The Audit Committee shall 
review and make recommendations to the Board with respect to:

          (a)   The engagement of an independent accounting firm to audit 
the corporation's financial statements and the terms of 
such engagement.

          (b)   The policies and procedures for maintaining the 
corporation's books and records and for furnishing 
appropriate information to the independent auditor.

          (c)   The evaluation and implementation of any recommendations 
made by the independent auditor.

          (d)   The adequacy of the corporation's internal audit controls 
and related personnel.

          (e)   Such other matters relating to the corporation's 
financial affairs and accounts as the Committee deems 
desirable.

          Section 3.   Other Committees.  The Board may appoint such 
other committees of its members as it shall deem desirable, and, within 
the limitations specified for the Executive Committee, may vest such 
committees with such powers and authorities as it shall see fit, and all 
such committees shall at all times be subject to its control.

          Section 4.   Notice of Meetings.  Notice of each meeting of any 
committee of the Board shall be given to each member of such committee, 
and the giving of such notice shall be subject to the same requirements 
as the giving of notice of meetings of the Board, unless the Board shall 
establish different requirements for the giving of notice of committee 
meetings.

          Section 5.   Conduct of Meetings.  The provisions of these 
bylaws with respect to the conduct of meetings of the Board shall govern 
the conduct of committee meetings.  Written minutes shall be kept of all 
committee meetings.

                               ARTICLE FIVE
                          Shareholder Meetings

          Section 1.   Annual Meeting.  The annual meeting of the 
Shareholders shall be held on a date and at a time fixed by the Board.

          Section 2.   Special Meetings.  Special meetings of the 
Shareholders for any purpose whatsoever may be called at any time by the 
Chairman, the President, or the Board, or by one or more Shareholders 
holding not less than one-tenth of the voting power of the corporation.

          Section 3.   Place of Meetings.  All meetings of the 
Shareholders shall be held at the principal office of the corporation in 
San Diego, California, or at such other locations as may be designated by 
the Board.

          Section 4.   Notice of Meetings.  Written notice shall be given 
to each Shareholder entitled to vote of the date, time, place and general 
purpose of each meeting of Shareholders.  Notice may be given personally, 
or by mail, or by telegram, charges prepaid, to the Shareholder's address 
appearing on the books of the corporation.  If a Shareholder supplies no 
address to the corporation, notice shall be deemed to be given if mailed 
to the place where the principal office of the corporation is situated, 
or published at least once in some newspaper of general circulation in 
the county of said principal office.  Notice of any meeting shall be sent 
to each Shareholder entitled there to not less than 10 or more than 60 
days before such meeting.

          Section 5.   Voting.  The Board may fix a time in the future 
not less than 10 or more than 60 days preceding the date of any meeting 
of Shareholders, or not more than 60 days preceding the date fixed for 
the payment of any dividend or distribution, or for the allotment of 
rights, or when any change or conversion or exchange of shares shall go 
into effect, as a record date for the determination of the Shareholders 
entitled to notice of and to vote at any such meeting or entitled to 
receive any such dividend or distribution, or any such allotment of 
rights, or to exercise the rights in respect to any such change, 
conversion, or exchange of shares.  In such case only Shareholders of 
record at the close of business on the date so fixed shall be entitled to 
notice of and to vote at such meeting or to receive such dividend, 
distribution or allotment of rights, or to exercise such rights, as the 
case may be, notwithstanding any transfer of any shares on the books of 
the corporation after any record date fixed as aforesaid.  The Board may 
close the books of the corporation against any transfer of shares during 
the whole or any part of such period.

          Section 6.   Quorum.  At any Shareholders' meeting a majority 
of the shares entitled to vote must be represented in order to constitute 
a quorum for the transaction of business, but a majority of the shares 
present, or represented by proxy, though less than a quorum, may adjourn 
the meeting to some other date, and from day to day or from time to time 
thereafter until a quorum is present.

          Section 7.   Elimination of Cumulative Voting.  No holder of 
any class of stock of the corporation shall be entitled to cumulate votes 
at any election of Directors of the corporation.

                                   ARTICLE SIX
                              Certificate of Shares

         Section 1.   Form.  Certificates for Shares of the corporation 
shall state the name of the registered holder of the Shares represented 
thereby, and shall be signed by the Chairman or Vice Chairman or the 
President or a Vice President, and by the Chief Financial Officer or an 
Assistant Treasurer or the Secretary or an Assistant Secretary.  Any such 
signature may be by facsimile thereof.

         Section 2.   Surrender.  Upon a surrender to the Secretary, or 
to a transfer agent or transfer clerk of the corporation, of a 
Certificate of Shares duly endorsed or accompanied by proper evidence of 
succession, assignment or authority to transfer, the corporation shall 
issue a new certificate to the party entitled thereto, cancel the old 
certificate and record the transaction upon its books.

          Section 3.   Right of Transfer.  When a transfer of shares on 
the books is requested, and there is a reasonable doubt as to the rights 
of the persons seeking such transfer, the corporation, or its transfer 
agent or transfer clerk, before entering the transfer of the shares on 
its books or issuing any certificate therefor, may require from such 
person reasonable proof of his or her rights, and, if there remains a 
reasonable doubt in respect thereto, may refuse a transfer unless such 
person shall give adequate security or a bond of indemnity executed by a 
corporate surety, or by two individual sureties, satisfactory to the 
corporation as to form, amount and responsibility of sureties.

          Section 4.   Conflicting Claims.  The corporation shall be 
entitled to treat the holder of record of any shares as the holder in 
fact thereof and shall not be bound to recognize any equitable or other 
claim to or interest in such shares on the part of any other person, 
whether or not it shall have express or other notice thereof, save as 
expressly provided by the laws of the State of California.

          Section 5.   Loss, Theft and Destruction.  In the case of the 
alleged loss, theft or destruction of any Certificate of Shares, another 
may be issued in its place as follows:  (1) the owner of the lost, stolen 
or destroyed certificate shall file with the transfer agent of the 
corporation a duly executed Affidavit or Loss and Indemnity Agreement and 
Certificate of Coverage, accompanied by a check representing the cost of 
the bond as outlined in any blanket lost securities and administration 
bond previously approved by the Directors of the corporation and executed 
by a surety company satisfactory to them, which bond shall indemnify the 
corporation, its transfer agents and registrars; or (2) the Board may, in 
its discretion, authorize the issuance of a new certificate to replace a 
lost, stolen or destroyed certificate on such other terms and conditions 
as it may determine to be reasonable.

                               ARTICLE SEVEN
                 Indemnification of Agents of the Corporation

          Section 1.   Definitions.  For the purposes of this Article 
Seven, "agent" means any person who (i) is or was a Director, officer, 
employee or other agent of the corporation, (ii) is or was serving at the 
request of the corporation as a director, officer, employee or agent of 
another foreign or domestic corporation, partnership, joint venture, 
trust or other enterprise or (iii) was a director, officer, employee or 
agent of a foreign or domestic corporation which was a predecessor 
corporation of the corporation or of another enterprise at the request of 
such predecessor corporation; "proceeding" means any threatened, pending 
or completed action or proceeding, whether civil, criminal, 
administrative or investigative; and "expenses" includes, without 
limitation, attorneys' fees and any expenses of establishing a right to 
indemnification under Sections 4 or 5(c) of this Article Seven.

          Section 2.   Indemnification for Third Party Actions.  The 
corporation shall have the power to indemnify any person who is or was a 
party, or is threatened to be made a party, to any proceeding (other than 
an action by or in the right of the corporation to procure a judgment in 
its favor) by reason of the fact that such person is or was an agent of 
the corporation against expenses, judgments, fines, settlements and other 
amounts actually and reasonably incurred in connection with such 
proceeding if such person acted in good faith and in a manner such person 
reasonably believed to be in the best interests of the corporation and, 
in the case of a criminal proceeding, had no reasonable cause to believe 
the conduct of such person was unlawful.  The termination of any 
proceeding by judgment, order, settlement, conviction or upon a plea of 
nolo contendere or its equivalent shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner 
which the person reasonably believed to be in the best interests of the 
corporation or that the person had reasonable cause to believe that the 
person's conduct was unlawful.

          Section 3.   Indemnification for Derivative Actions.  The 
corporation shall have the power to indemnify any person who is or was a 
party, or is threatened to be made a party, to any threatened, pending or 
completed action by or in the right of the corporation to procure a 
judgment in its favor by reason of the fact that such person is or was an 
agent of the corporation against expenses actually and reasonably 
incurred by such person in connection with the defense or settlement of 
such action if such person acted in good faith and in a manner such 
person believed to be in the best interests of the corporation and its 
Shareholders.  No indemnification shall be made under this Section 3:

          (a)   In respect of any claim, issue or matter as to which such 
person shall have been adjudged to be liable to the 
corporation in the performance of such person's duty to 
the corporation and its Shareholders, unless and only 
to the extent that the court in which such proceeding 
is or was pending shall determine upon application 
that, in view of all the circumstances of the case, 
such person is fairly and reasonably entitled to 
indemnity for expenses and then only to the extent that 
the court shall determine; or

          (b)   Of amounts paid in settling or otherwise disposing of a 
pending action without court approval; or

          (c)   Of expenses incurred in defending a pending action which 
is settled or otherwise disposed of without court 
approval.

          Section 4.   Successful Defense.  Notwithstanding any other 
provision of this Article, to the extent that an agent of the corporation 
has been successful on the merits or otherwise (including the dismissal 
of an action without prejudice or the settlement of a proceeding or 
action without admission of liability) in defense of any proceeding 
referred to in Sections 2 or 3 of this Article, or in defense of any 
claim, issue or matter therein, he or she shall be indemnified against 
expenses (including attorneys' fees) actually and reasonably incurred in 
connection therewith.

          Section 5.   Discretionary Indemnification.  Except as provided 
in Section 4 of this Article Seven, any indemnification under Section 3 
thereof shall be made by the corporation only if authorized in the 
specific case, upon a determination that indemnification of the agent is 
proper in the circumstances because the agent has met the applicable 
standard of conduct set forth in Section 3, by:

          (a)   A majority vote of a quorum consisting of Directors who 
are not parties to such proceeding;

         (b)   If such a quorum of Directors is not obtainable, by 
independent legal counsel in a written opinion; 

          (c)   Approval by the affirmative vote of a majority of the 
shares of this corporation represented and voting at a 
duly held meeting at which a quorum is present (which 
shares voting affirmatively also constitute at least a 
majority of the required quorum) or by the written 
consent of holders of a majority of the outstanding 
shares which would be entitled to vote at such meeting 
and, for such purpose, the shares owned by the person 
to be indemnified shall not be considered outstanding 
or entitled to vote; or

           (d)   The court in which such proceeding is or was pending, 
upon application made by the corporation, the agent or 
the attorney or other person rendering services in 
connection with the defense, whether or not such 
application by said agent, attorney or other person is 
opposed by the corporation.

          Section 6:   Advancement of Expenses.  Expenses incurred in 
defending any proceeding may be advanced by the corporation prior to the 
final disposition of such proceeding upon receipt of an undertaking by or 
on behalf of the agent to repay such amount if it shall be determined 
ultimately that the agent is not entitled to be indemnified as authorized 
in this Article Seven.

          Section 7:   Restriction on Indemnification.  No 
indemnification or advance shall be made under this Article Seven, except 
as provided in Sections 4 and 6 thereof, in any circumstance where it 
appears:

          (a)   That it would be inconsistent with a provision of the 
Articles of Incorporation of the corporation, its 
bylaws, a resolution of the Shareholders or an 
agreement in effect at the time of the accrual of the 
alleged cause of action asserted in the proceeding in 
which the expenses were incurred or other amounts were 
paid which prohibits or otherwise limits 
indemnification; or   
           (b)   That it would be inconsistent with any condition 
expressly imposed by a court in approving a settlement.

          Section 8:   Non-Exclusive.  In the absence of any other basis 
for indemnification of an agent, the corporation can indemnify such agent 
pursuant to this Article Seven.  The indemnification provided by this 
Article Seven shall not be deemed exclusive of any other rights to which 
those seeking indemnification may be entitled under any statute, bylaw, 
agreement, vote of Shareholders or disinterested Directors or otherwise, 
both as to action in an official capacity and as to action in another 
capacity while holding such office.  The rights to indemnification under 
this Article Seven shall continue as to a person who has ceased to be a 
Director, officer, employee, or agent and shall inure to the benefit of 
the heirs, executors, and administrators of the person.  Nothing 
contained in this Section 8 shall affect any right to indemnification to 
which persons other than such Directors and officers may be entitled by 
contract or otherwise.

          Section 9:   Expenses as a Witness.  To the extent that any 
agent of the corporation is by reason of such position, or a position 
with another entity at the request of the corporation, a witness in any 
action, suit or proceeding, he or she shall be indemnified against all 
costs and expenses actually and reasonably incurred by him or her or on 
his or her behalf in connection therewith.

          Section 10:   Insurance.  The Board may purchase and maintain 
directors and officers liability insurance, at its expense, to protect 
itself and any Director, officer or other named or specified agent of the 
corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any expense, liability or loss asserted against 
or incurred by the agent in such capacity or arising out of the agent's 
status as such, whether or not the corporation would have the power to 
indemnify the agent against such expense, liability or loss under the 
provisions of this Article Seven or under California Law.

          Section 11:   Separability.  Each and every paragraph, 
sentence, term and provision of this Article Seven is separate and 
distinct so that if any paragraph, sentence, term or provision hereof 
shall be held to be invalid or unenforceable for any reason, such 
invalidity or unenforceability shall not affect the validity or 
unenforceability of any other paragraph, sentence, term or provision 
hereof.  To the extent required, any paragraph, sentence, term or 
provision of this Article may be modified by a court of competent 
jurisdiction to preserve its validity and to provide the claimant with, 
subject to the limitations set forth in this Article and any agreement 
between the corporation and claimant, the broadest possible 
indemnification permitted under applicable law.  If this Article Seven or 
any portion thereof shall be invalidated on any ground by any court of 
competent jurisdiction, then the corporation shall nevertheless have the 
power to indemnify each Director, officer, employee, or other agent 
against expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement with respect to any action, suit, proceeding 
or investigation, whether civil, criminal or administrative, and whether 
internal or external, including a grand jury proceeding and including an 
action or suit brought by or in the right of the corporation, to the full 
extent permitted by any applicable portion of this Article Seven that 
shall not have been invalidated by any other applicable law.

          Section 12:   Agreements.  Upon, and in the event of, a 
determination of the Board to do so, the corporation is authorized to 
enter into indemnification agreements with some or all of its Directors, 
officers, employees and other agents providing for indemnification to the 
fullest extent permissible under California law and the corporation's 
Articles of Incorporation.

          Section 13:   Retroactive Appeal.  In the event this Article 
Seven is repealed or modified so as to reduce the protection afforded 
herein, the indemnification provided by this Article shall remain in full 
force and effect with respect to any act or omission occurring prior to 
such repeal or modification. 



                                  ARTICLE EIGHT
                                   Obligations

          All obligations of the corporation, including promissory notes, 
checks, drafts, bills of exchange, and contracts of every kind, and 
evidences of indebtedness issued in the name of, or payable to, or 
executed on behalf of the corporation, shall be signed or endorsed by 
such officer or officers, or agent or agents, of the corporation and in 
such manner as, from time to time, shall be determined by the Board.

                                   ARTICLE NINE
                                  Corporate Seal

          The corporate seal shall set forth the name of the corporation, 
state, and date of incorporation.

                                   ARTICLE TEN
                                    Amendments

          These bylaws may be adopted, amended, or repealed by the vote 
of Shareholders entitled to exercise a majority of the voting power of 
the corporation or by the written assent of such Shareholders.  Subject 
to such right of Shareholders, these bylaws, other than a bylaw or 
amendment thereof changing the authorized number of Directors, may be 
adopted, amended or repealed by the Board.

                                  ARTICLE ELEVEN
                              Availability of Bylaws

          A current copy of these bylaws shall be mailed or otherwise 
furnished to any Shareholder of record within five days after receipt of 
a request therefor.
 


                               ENOVA CORPORATION
                        1986 LONG-TERM INCENTIVE PLAN

                     NONQUALIFIED STOCK OPTION AGREEMENT


Enova Corporation, a California corporation ("Enova"), hereby grants an 
option to purchase shares of its common stock to the optionee named 
below.  The terms and conditions of the option are set forth in this 
cover sheet, in the attachment and in the Enova Corporation 1986 Long-
Term Incentive Plan (the "Plan").



Date of Option Grant: ___________ ___, 199__

Name of Optionee: ____________________________

Optionee's Social Security Number: ____-___-_____

Number of Shares of Enova Common Stock Covered by Option: _______

Exercise Price per Share: $__.____

Vesting Start Date: ___________ ___, 199__



          By signing this cover sheet, you agree to all of the terms
          and conditions described in the attachment and in the Plan.


Optionee: _________________________________
                    (Signature)


Enova: ___________________________________
                    (Signature)

       Title:  ___________________________



Attachment

                                 ENOVA CORPORATION
                          1986 LONG-TERM INCENTIVE PLAN

                       NONQUALIFIED STOCK OPTION AGREEMENT


Nonqualified Stock Option

This option is not intended to be an incentive stock option under section 
422 of the Internal Revenue Code.

"Company" as used in this agreement refers to your employer, which may be 
Enova or a subsidiary of Enova.

Vesting

Your right to exercise this option vests on a quarterly basis over the 
four-year period starting on the Vesting Start Date, as shown on the 
cover sheet.  The percentage of the total number of shares for which this 
option will be exercisable at any given time is equal to the product of 
0.0625 times the number of completed quarters of Service that have 
elapsed since the Vesting Start Date.  The resulting number of shares 
will be rounded to the nearest whole number.  No part of this option, 
however, is exercisable until you have completed 12 consecutive months of 
Service commencing with the Date of Option Grant.  Service means service 
as an employee, director, consultant or advisor of the Company.

The entire option vests and will be exercisable in full in the event you 
retire under the Company's Pension Plan at age 62 or older or the Company 
is subject to a "Change in Control" (as defined in the Plan) while you 
are an employee, director, consultant or advisor of the Company.

No additional shares become exercisable after your Service has terminated 
for any other reason.

Term

Your option will expire in any event at the close of business at Company 
headquarters on the day before the 10th anniversary of the Date of Option 
Grant, as shown on the cover sheet.  (It will expire earlier if your 
Service terminates, as described below.)

Regular Termination

If your Service terminates for any reason except retirement on or after 
age 62, death or total and permanent disability, then your option will 
expire at the close of business at Company headquarters on the 90th day 
after your termination date.

The Company determines when your Service terminates for this purpose.

Death

If you die as an employee, director, consultant or advisor of the 
Company, then your option will expire at the close of business at Company 
headquarters on the date 12 months after the date of death.  During that 
12-month period, your estate or heirs may exercise the vested portion of 
your option.

Disability

If your Service terminates because of your total and permanent 
disability, then your option will expire at the close of business at 
Company headquarters on the date 12 months after your termination date.  
During that period, you may exercise the vested portion of your option.

"Total and permanent disability" means that you are unable to engage in 
any substantial gainful activity by reason of any medically determinable 
physical or mental impairment which can be expected to result in death or 
which has lasted, or can be expected to last, for a continuous period of 
not less than one year.

Retirement

If your Service terminates because of your retirement on or after age 62, 
then your option will expire on the day before the tenth anniversary of 
the Date of Option Grant.

Leaves of Absence

For purposes of this option, your Service does not terminate when you go 
on a military leave, a sick leave or another bona fide leave of absence, 
if the leave was approved by the Company in writing.  But your Service 
will be treated as terminating 90 days after you went on leave, unless 
your right to return to active work is guaranteed by law or by a 
contract.  And your Service terminates in any event when the approved 
leave ends, unless you immediately return to active work.

The Company determines which leaves count for this purpose.

Restrictions on Exercise

The Company will not permit you to exercise this option if the issuance 
of shares at that time would violate any law or regulation.

Notice of Exercise

When you wish to exercise this option, you must notify the Company by 
filing the proper "Notice of Exercise" form at the address given on the 
form.  Your notice must specify how many shares you wish to purchase.  
Your notice must also specify how your shares should be registered (in 
your name only or in your and your spouse's names as community property 
or as joint tenants with right of survivorship).  The notice will be 
effective when it is received by the Company.

If someone else wants to exercise this option after your death, that 
person must prove to the Company's satisfaction that he or she is 
entitled to do so.

Form of Payment

When you submit your notice of exercise, you must include payment of the 
option price for the shares you are purchasing.  Payment may be made in 
one (or a combination of two or more) of the following forms:

  -Your personal check, a cashier's check or a money order.

  -Certificates for Enova stock that you have owned for at least six 
months, along with any forms needed to effect a transfer of the 
shares to the Company.  The value of the shares, determined as of the 
effective date of the option exercise, will be applied to the option 
price.

  -To the extent permitted by law, arrangements can be made to permit a 
"cashless exercise" whereby you direct a securities broker approved 
by the Company to sell your option shares and to deliver all or a 
portion of the sale proceeds to the Company in payment of the option 
price and any required withholding.  (The balance of the sale 
proceeds, if any, will be delivered to you.)  The directions must be 
given by signing a special "Notice of Exercise" form provided by the 
Company.

Withholding Taxes

You will not be allowed to exercise this option unless you make 
acceptable arrangements to pay any withholding taxes that may be due as a 
result of the option exercise.  Payment of withholding taxes may be made 
by any combination of the methods described under "Form of Payment."

Restrictions on Resale

By signing this Agreement, you agree not to sell any option shares at a 
time when applicable laws or Company policies prohibit a sale.  This 
restriction will apply as long as you are an employee of the Company.

Transfer of Option

Prior to your death, only you or the trustee of a revocable living trust 
established by you or your spouse may exercise this option.  You cannot 
otherwise transfer or assign this option.  For instance, you may not sell 
this option or use it as security for a loan.  If you attempt to do any 
of these things, this option will immediately become invalid.  You may, 
however, dispose of this option in your will.

Retention Rights

Your option or this Agreement does not give you the right to be retained 
by the Company (or any subsidiaries) in any capacity.  The Company (and 
any subsidiaries) reserves the right to terminate your service at any 
time, with or without cause.

Stockholder Rights

You, or your estate or heirs, have no rights as a stockholder of Enova 
until a certificate for your option shares has been issued.  No 
adjustments are made for dividends or other rights if the applicable 
record date occurs before your stock certificate is issued, except as 
described in the Plan.

Adjustments

In the event of a stock split, a stock dividend or a similar change in 
Enova stock, the number of shares covered by this option and the exercise 
price per share may be adjusted pursuant to the Plan.

Applicable Law

This Agreement will be interpreted and enforced under the laws of the 
State of California.

The Plan and Other Agreements

The text of the Plan is incorporated in this Agreement by reference.

This Agreement and the Plan constitute the entire understanding between 
you and the Company regarding this option.  Any prior agreements, 
commitments or negotiations concerning this option are superseded.


By signing the cover sheet of this Agreement, you agree to all of the 
terms and conditions described above and in the Plan.



                                 ENOVA CORPORATION
                          1986 LONG-TERM INCENTIVE PLAN

                 NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT

Enova Corporation, a California corporation ("Enova"), and Optionee, 
herby agree to amend the terms and conditions of the Nonqualified Stock 
Option Agreement entered into effective October 21, 1996 for nonqualified 
stock options granted that date, as follows:

Vesting:    Delete the first two sentences, "Your right to exercise this 
            option vests on a quarterly basis over the four-year period  
            starting on the Vesting Start Date, as shown on the cover    
            sheet.  The percentage of the total number of shares for     
            which this option will be exercisable at any given time is   
            equal to the products of 6.25 times the number of completed  
            quarters of Service that have elapsed since the Vesting Start 
            Date."

            Insert in its place, "Your right to exercise the total number 
            of shares granted in this option vests 25% per year over a   
            four-year period starting on the Vesting Start Date, as shown 
            on the cover sheet.

The remaining portion of the terms and conditions for vesting and for the 
remainder of the subject Nonqualified Stock Option Agreement remain 
unchanged.




Optionee:_____________________________________
                     (Signature)




Enova:________________________________________
                     (Signature)


      Title:__________________________________