SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 
FORM 10-K

(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended                  December 31, 1993                
                            ------------------------------------------------
   OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to _______

Commission File Number 1-3779

SAN DIEGO GAS & ELECTRIC COMPANY 
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
95-1184800 
(I.R.S. Employer Identification No.)
101 ASH STREET, SAN DIEGO, CALIFORNIA
(Address of principal executive offices) 
92101
(Zip code)
(619) 696-2000
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class                 Name of each exchange on which registered
Preference Stock (Cumulative) 
Without Par Value (except $1.70 
and $1.7625 Series)                 American and Pacific 
Cumulative Preferred Stock, $20 
Par Value (except 4.60% Series)     American and Pacific 
Common Stock, Without Par Value     New York and Pacific 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. 
Yes  X    No   
   ------    -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]  

Exhibit Index on page 31.

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of January 31, 1994:
Common Stock        $2.8 Billion
Preferred Stock     $18 Million

As of January 31, 1994, there were 116,480,387 shares of common stock,
without par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1993 Annual Report to Shareholders are incorporated by
reference into Parts I, II, and IV.

Portions of the March 1994 Proxy Statement prepared for the April 1994 annual
meeting of shareholders are incorporated by reference into Part III.


INDEX

PART I
ITEM 1.  Business
              Description of Business . . . . . . . . . . . . . .. . . . . 4
              Government Regulation . . . . . . . . . . . . . . . . . . .  4
              Competition . . . . . . . . . . . . . . . . . . . . . . . .  5
              Sources of Revenue  . . . . . . . . . . . . . . . . . . . .  5
         Electric Operations
              Introduction  . . . . . . . . . . . . . . . . . . . . . . .  6
              Resource Planning . . . . . . . . . . . . . . . . . . . . .  6
              Electric Resources  . . . . . . . . . . . . . . . . . . . .  6
              Nuclear Generating Plants . . . . . . . . . . . . . . . . .  6
              Oil/Gas Generating Plants . . . . . . . . . . . . . . . . .  7
              Purchased Power . . . . . . . . . . . . . . . . . . . . . .  8
              Power Pools . . . . . . . . . . . . . . . . . . . . . . . . 10
              Transmission Arrangements . . . . . . . . . . . . . . . . . 11
              Transmission Access . . . . . . . . . . . . . . . . . . . . 11
              Fuel and Purchased Power Costs  . . . . . . . . . . . . . . 12
              Electric Fuel Supply  . . . . . . . . . . . . . . . . . . . 12
         Natural Gas Operations . . . . . . . . . . . . . . . . . . . . . 13
         Rate Regulation
              Base Rates  . . . . . . . . . . . . . . . . . . . . . . . . 13
              Fuel and Energy Rates . . . . . . . . . . . . . . . . . . . 13
              Electric Fuel Costs and Sales Volumes . . . . . . . . . . . 14
              Natural Gas Costs and Sales Volumes . . . . . . . . . . . . 14
              Other Costs . . . . . . . . . . . . . . . . . . . . . . . . 14
              Performance-Based Ratemaking  . . . . . . . . . . . . . . . 15
              Electric Rates  . . . . . . . . . . . . . . . . . . . . . . 16
              Natural Gas Rates . . . . . . . . . . . . . . . . . . . . . 16
         Environmental, Health and Safety
              Electric and Magnetic Fields  . . . . . . . . . . . . . . . 16
              Hazardous Substances
                BKK Corporation . . . . . . . . . . . . . . . . . . . . . 17
                Waste Water Treatment . . . . . . . . . . . . . . . . . . 17
                Aboveground Tanks . . . . . . . . . . . . . . . . . . . . 17
                Underground Storage . . . . . . . . . . . . . . . . . . . 18
                Station B . . . . . . . . . . . . . . . . . . . . . . . . 18
                Encina Power Plant  . . . . . . . . . . . . . . . . . . . 18
                Manufactured Gas Plant Sites  . . . . . . . . . . . . . . 19
              Air Quality . . . . . . . . . . . . . . . . . . . . . . . . 19
              Water Quality . . . . . . . . . . . . . . . . . . . . . . . 20
              Asbestos  . . . . . . . . . . . . . . . . . . . . . . . . . 20
              Transmission Line Aerial Safety . . . . . . . . . . . . . . 20
         Other
              Research, Development and Demonstration . . . . . . . . . . 20
              Wages . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
              Employees of Registrant . . . . . . . . . . . . . . . . . . 21
              Foreign Operations  . . . . . . . . . . . . . . . . . . . . 21

ITEM 2. Properties
        Electric Properties . . . . . . . . . . . . . . . . . . . . . . . 21
        Natural Gas Properties  . . . . . . . . . . . . . . . . . . . . . 22
        General Properties  . . . . . . . . . . . . . . . . . . . . . . . 22
        Subsidiary Properties . . . . . . . . . . . . . . . . . . . . . . 22

                                         2

ITEM 3. Legal Proceedings
        Century Power Litigation  . . . . . . . . . . . . . . . . . . . . 22
        City of San Diego Franchise   . . . . . . . . . . . . . . . . . . 23
        American Trails . . . . . . . . . . . . . . . . . . . . . . . . . 23
        Subsidiary Shareholder  . . . . . . . . . . . . . . . . . . . . . 24
        Public Service Company of New Mexico  . . . . . . . . . . . . . . 24
        Canadian Natural Gas  . . . . . . . . . . . . . . . . . . . . . . 25
        Electric and Magnetic Fields
              McCartin  . . . . . . . . . . . . . . . . . . . . . . . . . 25
              North City West . . . . . . . . . . . . . . . . . . . . . . 25
              Blackburn vs. Watt  . . . . . . . . . . . . . . . . . . . . 26
        Graybill/Metropolitan Transit Development Board 
              Graybill  . . . . . . . . . . . . . . . . . . . . . . . . . 26
              Metropolitan Transit Development Board  . . . . . . . . . . 27
        Transphase Systems Litigation . . . . . . . . . . . . . . . . . . 27
        Tang Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 27
        Environmental Issues  . . . . . . . . . . . . . . . . . . . . . . 28
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . 29
        EXECUTIVE OFFICERS OF THE REGISTRANT  . . . . . . . . . . . . . . 29

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . 30
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . 30
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . 30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND     
          FINANCIAL DISCLOSURE  . . . . . . . . . . . . . . . . . . . . . 30

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . 30
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . 30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . 30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . 30

PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND 
           REPORTS ON FORM 8-K  . . . . . . . . . . . . . . . . . . . . . 31

Independent Auditors' Consent . . . . . . . . . . . . . . . . . . . . . . 37

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

                                       3
PART I

ITEM 1.  BUSINESS
- ---------------------------------------------------------------------------

DESCRIPTION OF BUSINESS

San Diego Gas & Electric Company is an operating public utility organized and
existing under the laws of the State of California.  SDG&E is engaged
principally in the electric and natural gas business.  It generates and
purchases electric energy and distributes it to 1.1 million customers in San
Diego County and a portion of Orange County, California.  It also purchases
natural gas and distributes it to 690,000 customers in San Diego County.  In
addition, it transports electricity and natural gas for others.  Factors
affecting SDG&E's utility operations include competition, population growth,
customers' bypass of its electric and gas system, nonutility generation,
changes in interest and inflation rates, environmental and other laws,
regulation, and deregulation. 

SDG&E's diversified interests include three wholly owned subsidiaries:  Enova
Corporation, which invests in affordable-housing projects; Califia Company,
which conducts leasing activities; and Pacific Diversified Capital Company,
which is a holding company for SDG&E's other subsidiaries.  PDC owns an
80-percent share in Wahlco Environmental Systems, a supplier of air pollution
control and energy-saving products and services for utilities and other
industries.  PDC's wholly owned subsidiary, Phase One Development is a
commercial real estate developer.  Additional information concerning SDG&E's
subsidiaries is described in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" beginning on Page 18 in the
1993 Annual Report to Shareholders and in Note 2 of the "Notes to Financial
Statements" beginning on Page 32 of the 1993 Annual Report to Shareholders.

GOVERNMENT REGULATION

Local Regulation

SDG&E has separate electric and gas franchises with the two counties and 25
cities in its service territory.  These franchises allow SDG&E to locate
facilities for the transmission and distribution of electricity and gas in
the streets and other public places.  The franchises do not have fixed terms,
except for the following:

     GRANTOR                  TYPE                 EXPIRATION 
- --------------------------------------------------------------
City of Chula Vista      Electric and gas             1997
City of Encinitas        Electric and gas             2012
City of San Diego        Electric and gas             2021
City of Coronado         Electric and gas             2028
City of Escondido        Gas                          2036
County of San Diego      Gas                          2030  
- --------------------------------------------------------------

State Regulation

The California Public Utilities Commission consists of five members appointed
by the governor and confirmed by the senate.  The commissioners serve
six-year terms and have the authority to regulate SDG&E's rates and
conditions of service, sales of securities, rate of return, rates of
depreciation, uniform systems of accounts, examination of records, and 
long-term resource procurement.  The CPUC also conducts various reviews of
utility performance and conducts investigations into various matters, such as
the environment, deregulation and competition, to determine its future
policies.  

The California Energy Commission has discretion over electric demand
forecasts for the state and for specific service territories.  Based upon
these forecasts, the CEC determines the need for additional plants and for
conservation programs.  The CEC sponsors alternative-energy research and
development projects, promotes energy conservation programs, and maintains a
statewide plan of action in case of energy shortages.  In addition, the CEC
certifies power plant sites and related facilities within California.

                                       4

Federal Regulation

The Federal Energy Regulatory Commission regulates electric rates involving
sales for resale, transmission access, rates of depreciation and uniform
systems of accounts. The FERC also regulates the interstate sale and
transportation of natural gas.

The Nuclear Regulatory Commission oversees the licensing, construction and
operation of nuclear facilities.  NRC regulations require extensive review of
the safety, radiological and environmental aspects of these facilities.
Periodically, the NRC requires that newly developed data and techniques be
used to reanalyze the design of a nuclear power plant and, as a result,
requires plant modifications as a condition of continued operation in some
cases.

Licenses and Permits

SDG&E obtains a number of permits, authorizations and licenses in connection
with the construction and operation of its electric generating plants. 
Discharge permits, San Diego Air Pollution Control District permits and NRC
licenses are the most significant examples.  The licenses and permits may be
revoked or modified by the granting agency if facts develop or events occur
that differ significantly from the facts and projections assumed in granting
the approval.  Furthermore, discharge permits and other approvals are granted
for a term less than the expected life of the facility.  They require
periodic renewal, which results in continuing regulation by the granting
agency.

Other regulatory matters are described throughout this report.

COMPETITION

This topic is discussed in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" beginning on Page 18 of the 1993 Annual
Report to Shareholders and in "Rate Regulation" and "Electric Operations"
herein.

SOURCES OF REVENUE 

(In Millions of Dollars)                    1993           1992        1991
- -----------------------------------------------------------------------------
Utility revenue by type of customer:
Electric -
     Residential                          $  615         $  601       $  561
     Commercial                              572            543          503
     Industrial                              250            245          230
     Other                                    77             58           64
- -----------------------------------------------------------------------------
         Total Electric                    1,514          1,447        1,358
- -----------------------------------------------------------------------------
Gas -
     Residential                             195            181          184
     Commercial                               63             61           67
     Industrial                               40             54           68
     Other                                    49             41           19
- -----------------------------------------------------------------------------
         Total Gas                           347            337          338
- -----------------------------------------------------------------------------
     Total Utility                         1,861          1,784        1,696
- -----------------------------------------------------------------------------
Diversified Operations                       119             87           93
- -----------------------------------------------------------------------------
     Total                                $1,980         $1,871       $1,789
- -----------------------------------------------------------------------------

Industry segment information is contained in "Statements of Consolidated
Financial Information by Segments of Business" on Page 31 of the 1993 Annual
Report to Shareholders.

                                         5

ELECTRIC OPERATIONS

INTRODUCTION

SDG&E's philosophy of providing adequate energy at the lowest possible cost
has been based on a combination of production from its own plants and
purchases from other producers.  The purchases have been a combination of
short-term and long-term contracts and spot purchases.  All resource
acquisitions are obtained through a competitive bidding process.  This method
of acquisition is encouraged by both the CPUC and the CEC.  It is likely this
process will continue into the foreseeable future in California.  To date,
competitive bidding has been limited to generation sources and has not
included energy conservation measures that could reduce the need for
generation capacity.  However, the CPUC has recently ordered utilities in the
state to implement pilot demonstration projects to allow others to
competitively bid to supply energy conservation services to utilities'
customers.

RESOURCE PLANNING

In 1992 the CPUC issued a decision on the Biennial Resource Plan Update
proceedings.  As a result of the decision, SDG&E was required to allow
qualified nonutility power producers that cogenerate or use renewable energy
technologies to competitively bid for a portion of SDG&E's future capacity
needs.  The decision also required SDG&E to implement energy-conservation
programs which would reduce SDG&E's future need for additional capacity.  In
addition, the CPUC granted SDG&E the flexibility to determine how best to
meet its remaining capacity requirements. 

In 1993 SDG&E was involved in various stages of completing three separate
solicitations for new power sources.  These three solicitations include
contract negotiations for short-term purchased power ranging from 200 to 700
mw for the period 1994 through 1997, the BRPU auction for 491 mw of capacity
by 1997, and competitive bidding to determine whether the proposed 500-mw
South Bay Unit 3 Repower project could be replaced by lower-cost power.  
Additional information concerning resource planning is discussed in
"Management's Discussion & Analysis of Financial Condition and Results of
Operations" beginning on Page 18 of the 1993 Annual Report to Shareholders.

ELECTRIC RESOURCES

Based on generating plants in service and purchased power contracts in place
as of January 31, 1994, the net megawatts of firm electric power available to
SDG&E during the next summer (normally the time of highest demand) are as
follows:

SOURCE                                              NET MEGAWATTS
- ------------------------------------------------------------------
Nuclear generating plants                                     430
Oil/gas generating plants                                   1,611
Combustion turbines                                           332
Long-term contracts with other utilities                      675
Short-term contracts with other utilities                     342
Contracts with others                                         217
- ------------------------------------------------------------------
           Total                                            3,607
- ------------------------------------------------------------------

SDG&E'S 1993 system peak demand of 2,850 mw occurred on September 8, when the
net system capability, including power purchases, was 3,474 mw.  SDG&E's
record system peak demand of 3,285 mw occurred on August 17, 1992, when the
net system capability was 3,669 mw.

NUCLEAR GENERATING PLANTS

SDG&E owns 20 percent of the three nuclear units at San Onofre Nuclear
Generating Station.  The cities of Riverside and Anaheim own a total of 5
percent of SONGS 2 and 3.  Southern California Edison Company owns the
remaining interests and operates the units.

                                       6

In November 1992 the CPUC issued a decision to permanently shut down SONGS 1.

The NRC requires that SDG&E and Edison file a decommissioning plan in 1994,
although final dismantling will not occur until SONGS 2 and 3 are also
retired.  The unit's spent nuclear fuel has been removed from the reactor and
stored on-site.  In March 1993 the NRC issued a Possession-Only License for
SONGS 1, and the unit is expected to be in its final long-term permanently
defueled storage condition by April 1994.

SONGS 2 and 3 began commercial operation in August 1983 and April 1984,
respectively.  SDG&E's share of the capacity is 214 mw of SONGS 2 and 216 mw
of SONGS 3.

Between 1991 and 1993, SDG&E spent $83 million on capital modifications and
additions for all three units and expects to spend $26 million in 1994 on
SONGS 2 and 3.  SDG&E deposits funds in an external trust to provide for the
future dismantling and decontamination of the units.  The shutdown of SONGS
1 will not affect contributions to the trust.  For additional information,
see Note 5 of the "Notes to Consolidated Financial Statements" beginning on
Page 32 of the 1993 Annual Report to Shareholders.

In 1983 the CPUC adopted performance incentive plans for SONGS that set a
Target Capacity Factor range of 55 to 80 percent for SONGS 2 and 3.  Energy
costs or savings outside that range are shared equally by SDG&E and its
customers.  Since the TCF was adopted, these units have operated above 55
percent for each of their fuel cycles.  In addition to always attaining the
minimum TCF, SONGS 2 and 3 have exceeded the range a total of four times in
the eleven completed cycles.  However, there can be no assurance that they
will continue to achieve a 55 percent capacity factor. 

Additional information concerning the SONGS units is described under
"Environmental, Health and Safety" and "Legal Proceedings" herein and in
"Management's Discussion & Analysis of Financial Condition and Results of
Operations" beginning on Page 18 of the 1993 Annual Report to Shareholders
and in Notes 5 and 9 of the "Notes to Consolidated Financial Statements"
beginning on Page 32 of the 1993 Annual Report to Shareholders.

OIL/GAS GENERATING PLANTS

SDG&E's South Bay and Encina power plants are equipped to burn either fuel
oil or natural gas.  The four South Bay units went into operation between
1960 and 1971 and can generate 690 mw.  The five Encina units began operation
between 1954 and 1978 and can generate 921 mw.  SDG&E sold and leased back
Encina Unit 5 (315 mw) in 1978.  The lease term is through 2004, with renewal
options for up to 15 additional years.

SDG&E has 19 combustion turbines that were placed in service from 1966 to
1979.  They are located at various sites and are used only in times of peak
demand.

The Silver Gate plant is in storage and its 230 mw are not included in the
system's capability.  Silver Gate is not currently scheduled to return to
service.  The plant would have to comply with various environmental rules and
regulations before returning to service.  The cost of compliance could be
significant.

Additional information concerning SDG&E's power plants is described under
"Environmental, Health and Safety," "Electric Resources" and "Electric
Properties" herein and in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" beginning on Page 18 of the 1993 Annual
Report to Shareholders.

                                     7

PURCHASED POWER

The following table lists significant contracts with other utilities and
others:

                                                   Megawatt 
         Supplier              Period             Commitment      Source
- ---------------------------------------------------------------------------

Long-Term Contracts with Other Utilities:

Bonneville Power         May Through September       300        Hydro Power
Administration           (1994, 1995, 1996)

Comision Federal de      Through September 1997      150        Geothermal
Electricidad (Mexico)

Portland General         Through December 1998        50        Hydro storage
Electric Company         Through December 2013        75        Coal

Public Service Company   Through April 2001          100        System supply
of New Mexico 

Short-Term Contracts with Other Utilities:

Imperial Irrigation      Through March 1994          150        System Supply
District 

PacifiCorp               Through December 1994       200        System Supply

Rocky Mountain           Through December 1994        67        Coal
Generation Cooperative

Salt River Project       Through December 1994        75        System Supply

Contracts with Others:

Bayside Cogeneration     June 1995 through            50        Cogeneration
                         June 2025

Cities of Azusa, Banning Through December 1994        65        Coal
and Colton               January-December 1995        40

Goal Line Limited        November 1994 through        50        Cogeneration
Partnership              November 2024

Sithe Energies           Through December 2019       102        Cogeneration
USA, Inc.

Yuma Cogeneration        June 1994 through            50        Cogeneration
Associates               June 2024


                                        8

The commitment with CFE is for energy and capacity.  The others are for
capacity only.  The capacity charges are based on the costs of the generating
facilities from which purchases are made.  These charges generally cover
costs such as lease payments, operating and maintenance expenses,
transmission expenses, administrative and general expenses, depreciation,
state and local taxes, and a return on the seller's rate base (if a utility)
or other markup on the seller's cost.

Energy costs under the CFE contract are indexed to changes in Mayan crude oil
prices and the dollar/peso exchange rate.  Energy costs under the other
contracts are based primarily on the cost of fuel used to generate the power.

The locations of the suppliers which have long-term contracts with SDG&E and
the primary transmission lines (and their capacities) used by SDG&E are shown
on the following map of the Western United States.  The transmission capacity
shown for the Pacific Intertie does not reflect the effects of the temporary
earthquake damage discussed under "Transmission Arrangements - Pacific
Intertie" herein.  Where applicable, interconnection to the primary lines is
provided by contract.












[MAP]











LONG-TERM CONTRACTS WITH OTHER UTILITIES

BONNEVILLE POWER ADMINISTRATION:  In 1993 SDG&E and BPA entered into an
agreement for the exchange of capacity and energy.  SDG&E provides BPA with
off-peak, non-firm energy in exchange for capacity and associated energy.  In
addition, SDG&E makes energy available for BPA to purchase during the period
January through April of each year.  To facilitate the exchange, SDG&E has an
agreement with Edison for 100 mw of firm transmission service from the
Nevada-Oregon border to SONGS. 

COMISION FEDERAL DE ELECTRICIDAD:  In 1986 SDG&E began the 10-year term of a
purchase agreement under which SDG&E purchases firm energy and capacity of
150 mw from CFE.  In March 1990 SDG&E obtained an option, exercisable on or
before September 1, 1994, to extend the purchase agreement by up to 13
months.

PORTLAND GENERAL ELECTRIC COMPANY:  In 1985 SDG&E and PGE entered into an
agreement for the purchase of 75 mw of capacity from PGE's Boardman Coal
Plant from January 1989 through December 2013.  SDG&E pays a monthly capacity
charge plus a charge based upon the amount of energy received.  In addition,
SDG&E has 50 mw of available firm hydro storage service with PGE through

                                  9

December 1998.  SDG&E has also purchased from PGE 75 mw of transmission
service in the northern section of the Pacific Intertie through December
2013.

PUBLIC SERVICE COMPANY OF NEW MEXICO:  In 1985 SDG&E and PNM entered into an
agreement for the purchase of 100 mw of capacity from PNM's system from June
1988 through April 2001.  SDG&E pays a capacity charge plus a charge based on
the amount of energy received.

SHORT-TERM CONTRACTS WITH OTHER UTILITIES

IMPERIAL IRRIGATION DISTRICT:  In September 1993 SDG&E and IID entered into
an agreement for the purchase of 150 mw of firm energy through March 1994. 
The energy charge is based on the amount of energy received. 

PACIFICORP:  In October 1993 SDG&E entered into an agreement with PacifiCorp
for the purchase of 200 mw of capacity during 1994.  SDG&E pays a capacity
charge plus a charge based on the amount of energy received.

ROCKY MOUNTAIN GENERATION COOPERATIVE:  In October 1993 SDG&E and RMGC
entered into an agreement for the purchase of 67 mw of capacity through
December 1994.  SDG&E pays a capacity charge plus a charge based on the
amount of energy received.

SALT RIVER PROJECT:  In December 1993 SDG&E and SRP entered into an agreement
for the purchase of 75 mw of capacity through December 1994.  SDG&E pays a
capacity charge plus a charge based on the amount of energy received.

CONTRACTS WITH OTHERS 

BAYSIDE COGENERATION:  SDG&E and Bayside have entered into a 30-year
agreement for the purchase of 50 mw of capacity which is scheduled to begin
in June 1995.  SDG&E will pay a capacity charge plus a charge based on the
amount of energy received.

CITIES OF AZUSA, BANNING AND COLTON:  In 1993 SDG&E and the cities entered
into an agreement for the purchase of 65 mw of capacity from January 1994
through December 1994 and 40 mw of capacity from January 1995 through
December 1995.  SDG&E pays a capacity charge plus a charge based on the
amount of energy received.

GOAL LINE LIMITED PARTNERSHIP:  SDG&E and Goal Line have entered into a 
30-year agreement for the purchase of 50 mw of capacity which is scheduled to
begin in November 1994.  SDG&E will pay a capacity charge plus a charge based
on the amount of energy received.

SITHE ENERGIES USA, INC.:  In April 1985 SDG&E entered into three 30-year
agreements for the purchase of 102 mw of capacity from December 1989 through
December 2019.  SDG&E pays a capacity charge plus a charge for the amount of
energy received.

YUMA COGENERATION ASSOCIATES:  SDG&E and Yuma Cogeneration Associates have
entered into a 30-year agreement for 50 mw of capacity which is scheduled to
begin in June 1994.  SDG&E will pay a capacity charge plus a charge for the
amount of energy received.

Additional information concerning SDG&E's purchased power contracts is
described in "Legal Proceedings" herein and in Note 9 of the "Notes to
Consolidated Financial Statements" beginning on Page 32 of the 1993 Annual
Report to Shareholders. 


POWER POOLS 

In 1964 SDG&E, Pacific Gas & Electric and Edison entered into the California
Power Pool Agreement.  It provides for the transfer of electrical capacity
and energy by purchase, sale or exchange during emergencies and at other
mutually determined times.

                                     10

SDG&E is a participant in the Western Systems Power Pool, which involves an
electric power and transmission rate agreement with utilities and power
agencies located from British Columbia through the western states and as far
east as the Mississippi River.  The 54 investor-owned and municipal
utilities, state and federal power agencies, and energy brokers share power
and information in order to increase efficiency and competition in the bulk
power market.  Participants are able to target and coordinate delivery of
cost-effective sources of power from outside their service territories
through a centralized exchange of information.

TRANSMISSION ARRANGEMENTS

In addition to interconnections with other California utilities, SDG&E has
firm transmission capabilities for purchased power from the Northwest, the
Southwest and Mexico.

Pacific Intertie 

SDG&E, PG&E and Edison share transmission capacity on the Pacific Intertie
under an agreement that expires in July 2007.  The Pacific Intertie enables
SDG&E to purchase and receive surplus coal and hydroelectric power from the
Northwest.  SDG&E's share of the intertie is 266 mw.  SDG&E recently
purchased up to an additional 200 mw of firm rights on the Pacific Intertie
through 1996.  In January 1994 a major earthquake centered in Los Angeles
County, California temporarily reduced SDG&E's share of the intertie's
available capacity to about 100 mw.  Repairs to the transmission facilities
are scheduled to be completed in December 1994.  SDG&E does not expect this
to have a significant impact on its transmission capabilities within
California.

Southwest Powerlink 

SDG&E's 500-kilovolt Southwest Powerlink transmission line, which it shares
with Arizona Public Service Company and IID, extends from Palo Verde, Arizona
to San Diego and enables SDG&E to import power from the Southwest.  SDG&E's
share of the line is 914 mw, although it can be less, depending on specific
system conditions. 
Mexico Interconnection 

Mexico's Baja California Norte system is connected to SDG&E's system via two
230-kilovolt interconnections with firm capability of 408 mw.  SDG&E uses
this interconnection for transactions with CFE. 

Additional Transmission Capabilities 

Through an agreement with Edison, SDG&E has obtained the option to purchase
100 mw of transmission service on the existing Palo Verde - Devers
transmission line in the late 1990s.  The agreement is contingent upon
Edison's construction of its second transmission line connecting the Palo
Verde Nuclear Generating Station in Arizona to the Devers substation near
Palm Springs, California.  This agreement also provides SDG&E with the option
to exchange up to 200 mw of Southwest Powerlink transmission rights for up to
200 additional mw of Edison's rights on the first Palo Verde - Devers
transmission line.  This exchange would enable both utilities to further
diversify their transmission paths.

SDG&E has indicated an interest in projects to obtain additional transmission
capabilities from the Rocky Mountain and Southwest regions and within
California.

TRANSMISSION ACCESS

As a result of the enactment of the National Energy Policy Act of 1992, the
FERC has established rules to implement the Act's transmission access
provisions.  These rules specify FERC-required procedures for others'
requests for transmission service.  Additional information regarding
transmission access is described in "Management's Discussion & Analysis of
Financial Condition and Results of Operations" beginning on Page 18 of the
1993 Annual Report to Shareholders.  

                                       11

FUEL AND PURCHASED-POWER COSTS

The following table shows the percentage of each electric fuel source used by
SDG&E and compares the costs of the fuels with each other and with the total
cost of purchased power:

                            Percent of Kwh                  Cents per Kwh
- ----------------------------------------------------------------------------
                       1993      1992       1991       1993     1992    1991
- ----------------------------------------------------------------------------
Fuel oil               3.7%      0.6%       0.7%       2.7      4.0     4.2
Natural gas           24.4      27.4       22.7        3.4      3.1     3.2 
Nuclear fuel          17.2      22.3       20.9        0.6      0.8     0.9
- ----------------------------------------------------------------------------
Total generation      45.3      50.3       44.3
Purchased power-net   54.7      49.7       55.7        3.5      3.8     3.5
- ----------------------------------------------------------------------------
Total                100.0%    100.0%     100.0%
- ----------------------------------------------------------------------------

The cost of purchased power includes capacity costs as well as the costs of
fuel.  The cost of natural gas includes transportation costs.  The costs of
fuel oil, natural gas and nuclear fuel do not include SDG&E's capacity costs.

While fuel costs are significantly less for nuclear units than for other
units, capacity costs are higher. 

ELECTRIC FUEL SUPPLY

Uranium

The nuclear fuel cycle includes services performed by others.  These services
and the dates through which they are under contract are as follows:

Mining and milling of uranium concentrate(1)                    1994
Conversion of uranium concentrate to uranium hexafluoride       1995
Enrichment of uranium hexafluoride(2)                           1998
Fabrication of fuel assemblies                                  2000
Storage and disposal of spent fuel(3)                             _

1    SDG&E's contracted supplier of uranium concentrate is Pathfinder Mines
Corporation.  However, the majority of the requirements will be supplied by
purchases from the spot market.

2  The Department of Energy is committed to offer any required enrichment
services through 2014.

3  Spent fuel is being stored at SONGS, where storage capacity will be
adequate at least through 2003.  If necessary, modifications in fuel-storage
technology can be implemented that would provide, at additional cost, on-site
storage capacity for operation through 2014, the expiration date of the NRC
operating license. The DOE's plan is to make a permanent storage site for the
spent nuclear fuel available by 2010.

To the extent not currently provided by contract, the availability and the
cost of the various components of the nuclear fuel cycle for SDG&E's nuclear
facilities cannot be estimated at this time.

Pursuant to the Nuclear Waste Policy Act of 1982, SDG&E entered into a
contract with the DOE for spent fuel disposal.  Under the agreement, the DOE
is responsible for the ultimate disposal of spent fuel.  SDG&E is paying a
disposal fee of $1 per megawatt-hour of net nuclear generation.  Disposal
fees average $3 million per year.  SDG&E recovers these disposal fees in
customer rates. 

Additional information concerning nuclear fuel costs is discussed in Note 9
of the "Notes to Consolidated Financial Statements" beginning on Page 32 of
the 1993 Annual Report to Shareholders.

                                  12

Fuel Oil

SDG&E has no long-term commitments to purchase fuel oil.  The use of fuel oil
is dependent upon price differences between it and alternative fuels,
primarily natural gas.  During 1993 SDG&E burned 1.1 million barrels of fuel
oil. Fuel oil usage in 1994 will depend on its price relative to natural gas
and the availability of natural gas and other alternatives.  The
lowest-priced fuel will be used in order to minimize fuel costs for electric
generation. 

NATURAL GAS OPERATIONS
- ---------------------------------------------------------------------------

SDG&E purchases natural gas for resale to its customers and for fuel in its
electric generating plants.  All natural gas is delivered to SDG&E under
transportation and storage agreement with Southern California Gas Company
through two transmission pipelines with a combined capacity of 400 million
cubic feet per day. During 1993 SDG&E purchased approximately 102 billion
cubic feet of natural gas.  

The majority of SDG&E's natural gas requirements are met through contracts of
less than one year.  SDG&E purchases natural gas primarily from various
spot-market suppliers and from suppliers under short-term contracts.  These
supplies originate in New Mexico, Oklahoma and Texas and are transported by
El Paso Natural Gas Company and by Transwestern Pipeline Company.  In
November 1993 natural gas deliveries to SDG&E commenced under long-term
contracts with four Canadian suppliers when the Alberta-to-California
pipeline expansion project began commercial operation. This natural gas is
transported over Pacific Gas Transmission and PG&E pipelines to SDG&E's
system. The contracts have varying terms through 2004.  

Additional information concerning SDG&E's gas operations is described under
"Legal Proceedings" herein and in "Management's Discussion & Analysis of
Financial Condition and Results of Operations" beginning on Page 18 of the
1993 Annual Report to Shareholders and Note 9 of the "Notes to Consolidated
Financial Statements" beginning on Page 32 of the 1993 Annual Report to
Shareholders.

RATE REGULATION
- -----------------------------------------------------------------------------

The following ratemaking procedures are changing under SDG&E's proposed
incentive-based ratemaking process which is described further under
"Performance-Based Ratemaking"  below:

BASE RATES

Traditionally, SDG&E has filed a general rate application with the CPUC every
three years to determine its base rates.  This allows SDG&E to recover its
basic non-fuel business costs such as the cost of operating and maintaining
the utility system, taxes, depreciation and the cost of accommodating system
growth.  Between these general rate cases, an attrition procedure allows
adjustments in rates based on inflation and system growth.  In addition,
SDG&E files an annual application to establish its cost of capital, which
reflects the cost of debt and equity.  The most recent attrition and cost of
capital proceeding went into effect on January 1, 1994. 

FUEL AND ENERGY RATES

The CPUC requires balancing accounts for fuel and purchased energy costs and
for sales volumes.  The CPUC sets balancing account rates based on estimated
costs and sales volumes.  Revenues are adjusted upward or downward to reflect
the differences between the authorized and actual volumes and costs.  These
differences are accumulated in the balancing accounts and represent amounts
to be either recovered from customers or refunded to them.  Periodically, the
CPUC adjusts SDG&E's rates to amortize the accumulated differences.  As a
result, changes in SDG&E's fuel and purchased power costs or changes in
electric and gas sales volumes normally have not affected SDG&E's net income.

                                  13

ELECTRIC FUEL COSTS AND SALES VOLUMES

Rates to recover electric fuel and purchased power costs are determined in
the Energy Cost Adjustment Clause proceeding.  This proceeding take place
annually, although a semi-annual review is required if the anticipated rate
change exceeds a specified threshold.  The proceedings take place in two
phases:

In the forecast phase, prices are set based on the estimated cost of fuel and
purchased power for the following year and are adjusted to reflect any
changes from the previous period.  These adjustments are made by amortizing
any accumulation in the balancing accounts described above.  

In the other phase, the reasonableness review, the CPUC evaluates the
prudence of SDG&E's fuel and purchased power transactions, electric
operations, and natural gas transactions and operations.  As described under
"Performance-Based Ratemaking" these reviews will now only be required if
SDG&E's recorded fuel and energy expenses result in significant variances
from the established benchmarks.  

The Electric Revenue Adjustment Mechanism compensates for variations in sales
volume compared to the estimates used for setting the non-fuel component of
rates.  ERAM is designed to stabilize revenues, which may otherwise vary due
to changes in sales volumes largely resulting from weather fluctuations.  Any
accumulation in the ERAM balancing account is amortized when new rates are
set in the ECAC proceeding. 

NATURAL GAS COSTS AND SALES VOLUMES

Customer rates to recover the cost of purchasing and transporting natural gas
are determined in the Biennial Cost Allocation Proceeding.  The BCAP
proceeding normally occurs every two years and is updated in the following
year for purposes of amortizing any accumulation in the gas balancing
accounts.  Transportation costs include intrastate and interstate pipeline
charges, take-or-pay obligations, industry restructuring costs resulting from
changes in federal and state regulations, and transportation and storage
fees.  

Balancing accounts for natural gas costs and sales volumes are similar to
those for electric costs and sales volumes.  The natural gas balancing
accounts include the Purchased Gas Account for gas costs and the Gas Fixed
Cost Account for sales volumes.  Balancing account coverage includes both
core customers (primarily residential and commercial customers) and noncore
customers (primarily large industrial customers).  However, SDG&E receives
balancing account coverage on 75 percent of noncore GFCA overcollections and
undercollections. 

OTHER COSTS

Energy Conservation Programs

Over the past several years, SDG&E has promoted conservation programs to
encourage efficient use of energy.  The programs are designed to conserve
energy through the use of energy-efficiency measures that will reduce
customers' energy costs and offset the need to build additional power plants.

The costs of these programs are being recovered through electric and natural
gas rates.  The programs contain an incentive mechanism that could increase
or decrease SDG&E's earnings, depending upon the performance of the programs
in meeting specified efficiency and expenditure targets.  The CPUC has
encouraged expansion of these programs, authorizing expenditures annually of
$54 million for 1993 through 1995.  However, the CPUC has also ordered
utilities to conduct a test program to determine if others could offer energy
conservation services at a lower cost than the utilities'.

Low Emission Vehicle Programs

Since 1991 SDG&E has conducted a CPUC-approved natural gas vehicle program. 
The program includes building refueling stations, demonstrating new
technology, providing incentives and converting portions of SDG&E's fleet
vehicles to natural gas.  The cost of this program is being recovered in
natural gas rates.

In 1993 SDG&E opened 14 refueling stations at existing gasoline stations
under cost-sharing arrangements with major oil companies in order to
demonstrate that natural gas is an economical alternative vehicle fuel that

                                 14

could assist automobile companies in meeting federal and state clean air
standards.  SDG&E plans to add eight more natural gas refueling stations in
1994.  During 1993 there were 356 natural gas vehicles operating in San
Diego.

In July 1993 the CPUC issued a decision adopting guidelines for utility
participation in the CPUC's low-emission vehicle program to encourage the use
of electric and natural gas-powered vehicles.  The six-year program will
provide funding to build natural gas vehicle refueling stations and electric
vehicle recharging stations, offer incentives for purchasing EVs and NGVs,
convert existing vehicles, and educate the public on the benefits of
alternative fuels.  On November 1, 1993 SDG&E filed an application with the
CPUC, requesting $26 million to fund an EV program and to expand its existing
NGV program beginning in 1995.  On February 3 the CPUC approved a portion of
SDG&E's EV program request by establishing a memorandum account for planned
expenditures of $530,000 for EV recharging stations and customer incentives
to purchase EVs.   A final CPUC decision is expected in late 1994.

PERFORMANCE-BASED RATEMAKING 

In October 1992 SDG&E applied to the CPUC to implement performance-based
ratemaking, requesting incentive regulation for:  1) natural gas procurement
and transportation; 2) electric generation and purchased energy; 3) base
rates and 4) long-term electric resource procurement.

On June 23, 1993 the CPUC approved the first two mechanisms on a two-year
experimental basis beginning August 1, 1993.  These mechanisms will measure
SDG&E's ability to purchase and transport natural gas, and to generate energy
or purchase short-term energy at the lowest possible cost, by comparing
SDG&E's performance against various market benchmarks.  SDG&E's shareholders
and customers will share in any savings or excess costs within predetermined
ranges. 

Under the natural gas procurement and transportation mechanism, if SDG&E's
natural gas supply and transportation expenses exceed the benchmark by more
than 2 percent, SDG&E will recover one-half of the excess.  However, if
expenses fall below the index, SDG&E's shareholders and customers will share
equally in the savings.

The benchmark to measure SDG&E's electric generation and purchased energy
performance is based upon the difference between SDG&E's actual and
authorized electric fuel and short-term purchased energy expenses.  SDG&E
would be at risk for about one-half of the expenses that exceed the
authorized amount by 6 percent or less.  SDG&E would be allowed to recover
expenses exceeding the 6 percent range, subject to a reasonableness review by
the CPUC.  However, SDG&E would receive about one-half of the savings if
expenses fall below the authorized amount by 6 percent or less.  SDG&E's
customers would receive 100 percent of the savings if expenses fall below the
6 percent range.

Under the proposed base-rate mechanism, SDG&E would forego its next General
Rate Case, scheduled for 1996, and utilize the proposed base-rate mechanism
for a 5-year period beginning in May 1994.   SDG&E's initial revenue
requirements would be based on its 1993 General Rate Case Decision.  This
would replace the CPUC's requirement for a costly and detailed examination of
SDG&E's costs every three years in the traditional General Rate Case.
However, SDG&E's annual cost of capital proceeding would be continued.  This
streamlined approach would also allow SDG&E to respond more effectively to
competition and to other factors affecting rates.  

The proposed base-rate mechanism has three components.  The first is a
formula similar to the current attrition mechanism used to determine SDG&E's
annual revenue requirement for operating, maintenance and capital
expenditures.  The second is a set of indicators which determine performance
standards for customer rates, employee safety, electric system reliability
and customer satisfaction.  Each indicator specifies a range of possible
shareholder benefits and risks.  SDG&E could be penalized up to a total of
$21 million should it fall significantly below these standards or earn up to
$19 million if it exceeds all of the performance targets.  The third
component would set limits on SDG&E's rate of return.  If SDG&E realizes an
actual rate of return that exceeds its authorized rate of return by one
percent to one and a half percent, it would be required to refund 25 percent
of the excess over one percent to customers.  If SDG&E's rate of return
exceeds the authorized level by more than one and a half percent, SDG&E would
also refund 50 percent of that excess to customers.  SDG&E would be at risk
if its rate of return falls less than three percent below the authorized
level.  However, if SDG&E's rate of return falls three percent or more below

                                    15

the authorized level, a rate case review would automatically occur.  SDG&E
may request a rate case review any time its rate of return drops one and one
half percent or more below the authorized level.  A CPUC decision is expected
in the second quarter of 1994.

SDG&E expects the long-term electric resource procurement mechanism to be
addressed after proceedings on the base-rate mechanism.  This mechanism calls
for a bidding system under which SDG&E would compete with other utilities and
nonutility producers to provide long-term generating resources, including
long-term purchased-power capacity, to SDG&E customers.  This mechanism would
eliminate the Biennial Resource Plan Update proceeding, replacing it with a
market-based approach to long-term electric-resource procurement.  The CPUC
would have final approval of the resources selected by SDG&E. 

ELECTRIC RATES

The average price per kilowatt-hour charged to electric customers was 9.4
cents in 1993 and 9.3 cents in 1992. 

NATURAL GAS RATES

The average price per therm of natural gas charged to customers was to 55.1
cents in 1993 and 50.7 cents in 1992. 

Additional information concerning rate regulation is described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning on Page 18 of the 1993 Annual Report to Shareholders. 

ENVIRONMENTAL, HEALTH AND SAFETY
- ---------------------------------------------------------------------------

SDG&E's operations are guided by federal, state and local environmental laws
and regulations governing air quality, water quality, hazardous substance
handling and disposal, land use, and solid waste.  Compliance programs to
meet these laws and regulations increase the cost of electric and natural gas
service by requiring changes or delays in the location, design, construction
and operation of new facilities.  SDG&E may also incur significant costs to
operate its facilities in compliance with these laws and regulations and to
mitigate or clean up the environment as a result of prior operations of SDG&E
or others.  The costs of compliance with environmental laws and regulations
are normally recovered in customer rates.  The CPUC is expected to continue
allowing the recovery of such costs, subject to reasonableness reviews. 

ELECTRIC AND MAGNETIC FIELDS

Scientists are researching the possibility that exposure to power frequency
magnetic fields causes adverse health effects.  This research, although often
referred to as relating to electric and magnetic fields, or EMFs, focuses on
magnetic fields.  To date, some laboratory studies suggest that such exposure
creates biological effects, but those effects have not been shown to be
harmful.

The studies that have most concerned the public are epidemiological studies. 
Some of those studies reported a weak correlation between the proximity of
homes to certain power lines and equipment and childhood leukemia.  Other
studies reported weak correlations between computer estimates of historic
exposure and disease.  Various wire configuration categories and the
historical computer calculations were used as substitutes for actual personal
exposure measurements, which were not available.  When actual field levels
were measured in those studies, no correlation was found with disease.

Other epidemiological studies found no correlation between estimated exposure
and any disease.  Scientists cannot explain why some studies using estimates
of past exposure report correlations between estimated fields and disease,
while others do not.  Neither can scientists explain why no studies correlate
measured fields with disease.

In November 1993 the CPUC adopted an interim policy regarding EMFs. 
Consistent with the more than twenty major scientific reviews of available
research literature, the CPUC concluded that no health risk has been
identified with exposure to low-frequency magnetic fields.  To be responsive
to public concern and scientific uncertainty, the CPUC created two 
utility-funded programs, a $2-million public-education program and a

                                  16

$6-million research program, and directed utilities to adopt a low-cost EMF
reduction policy for new projects.  The latter program, which will be
implemented until science provides more direction, entails reasonable design
changes to new projects to achieve a noticeable reduction of magnetic-field
levels.  The CPUC indicated that these low-cost measures to reduce field
levels should not exceed 4 percent of the cost of new or upgraded facilities.

Such design changes will be subject to safety, reliability, efficiency and
other normal operational criteria.  It is difficult at this time to predict
the impact of the CPUC's directives on SDG&E's operations.  Final design
guidelines should be completed by mid-1994, following a series of workshops
scheduled by the CPUC.

Litigation concerning EMFs is discussed under "Legal Proceedings" herein.

HAZARDOUS SUBSTANCES

BKK Corporation

SDG&E was one of several hundred companies using the BKK Corporation's West
Covina facility, which operated under a permit for the disposal of hazardous
waste prior to its 1984 closure.  The site is listed for cleanup in the
California Superfund Site Priority List under the Hazardous Substance Account
Act, which imposes cleanup liability on the sites' owners, operators or
users.  The California Department of Toxic Substances Control is working with
the site owner/operator to determine whether a post-closure permit should be
issued for the facility.  In addition, the U.S. Environmental Protection
Agency is overseeing BKK's assessment of potential releases from the site,
including releases into the groundwater, to determine whether any remediation
will be required.  SDG&E believes the site owner/operator will perform any
required assessment and remedial activities.  SDG&E is unable to estimate the
cost of cleaning up the site or what liability, if any, it may have for such
cleanup costs.

SDG&E was named as a potentially responsible party with respect to two other
sites, the Rosen's Electrical Equipment Supply Company site in Pico Rivera,
California and the North American Environmental, Inc. site in Clearfield,
Utah. Additional information concerning these sites is described in
"Management's Discussion & Analysis of Financial Condition and Results of
Operations" beginning on Page 18 of the 1993 Annual Report to Shareholders. 

Waste Water Treatment

SDG&E is authorized to operate the waste water treatment facilities at the
Encina and South Bay power plants under the California Hazardous Waste
Treatment Permit Reform Act of 1992.  To comply with the state's regulations,
construction of secondary containment for the waste water treatment
facilities will be completed in 1994 at a total cost of $3 million.  New
waste water storage tanks for these facilities, completed in 1991, may not be
operated under the plants' existing permits.  SDG&E received authorization to
operate the new tanks from the California Department of Toxic Substances
Control pursuant to a variance from the hazardous waste facility permitting
requirements.  In June 1993 this variance was withdrawn due to a change in
the department's policy.  SDG&E is negotiating the terms and conditions of a
stipulation and order which would allow the continued operation of these
storage tanks.  However, the state could withhold authorization and initiate
an enforcement action (and the imposition of fines and penalties), preventing
continued operation of the storage tanks.  Alternative treatment methods,
which would not require the use of such tanks, may require additional
expenditures of approximately $2 million per year.  However, the state is
expected to issue new regulations in 1994 which would allow continued
operation of the existing storage tanks.

Aboveground Tanks

California's 1989 Aboveground Petroleum Storage Act requires SDG&E to
establish and maintain monitoring programs to detect leaks in fuel oil
storage tanks.  All diesel oil storage tanks which could pose a threat to the
environment have been reconstructed with a secondary bottom and a leak
detection system.  The conversion began in 1991 and was completed in 1993 at
a total cost of $2 million.

                                     17

Underground Storage

California has enacted legislation to protect ground water from contamination
by hazardous substances.  Underground storage containers require permits,
inspections and periodic reports, as well as specific requirements for new
tanks, closure of old tanks and monitoring systems for all tanks.  SDG&E's
capital program to comply with these requirements has cost $3 million to
date.  It is expected that cleanup of sites previously contaminated by
underground tanks will occur for an unknown number of years.  SDG&E cannot
predict the cost of such cleanup.  Additionally, if a facility is
reactivated, the removal and replacement of existing tanks may be required.

Specific underground locations requiring assessment and/or remediation are
indicated below:

On May 29, 1987 the San Diego Regional Water Quality Control Board issued
SDG&E a cleanup and abatement order for gasoline contamination originating
from an underground storage tank located at SDG&E's Mountain Empire operation
and maintenance facility.  To comply with the order SDG&E has implemented a
"pump and treat" program to remediate the site.  Because the source of the
area's drinking water is near the contamination, the Department of Health
Services and the Board are expected to require SDG&E to further assess the
extent of the contamination and undertake alternative remediation to further
protect the drinking water from contamination.  SDG&E is unable to estimate
the costs for the assessment or for alternative remediation.

On January 7, 1993 SDG&E was issued a notice of corrective action by the
Department of Health Services relative to soil contamination from used
lubrication oil associated with an underground tank located at SDG&E's South
Bay Operation and Maintenance facility.  At present, SDG&E is unable to
estimate the extent of the contamination or the potential cleanup costs.

In 1993 SDG&E discovered a shallow underground tank-like structure while
installing underground electric facilities.  The structure was located under
a public street immediately west of SDG&E's Station A facility.  The past
ownership, operation and use of the structure is unknown.  Hydrocarbon
contamination has been found in the vicinity of the structure, but it has not
been established whether the structure was the source of the contamination. 
The San Diego County Department of Health Services has issued a cleanup and
abatement order to SDG&E.  The order requires SDG&E to conduct a site
assessment to delineate the nature and scope of the contamination.  SDG&E is
unable to estimate the nature and extent of the contamination or the
potential cleanup costs.

Station B

Station B is located in downtown San Diego and was operated as a generating
facility from 1911 until June 1993.  During 1986, three 100,000-gallon
underground diesel-fuel storage tanks were removed.  Pursuant to a cleanup
and abatement order, SDG&E remediated the existing hydrocarbon contamination.

Further analysis of PCB contamination in the area is required before site
closure.  SDG&E is unable to estimate the extent of such PCB contamination or
what remediation, if any, will be required.

In addition, asbestos was used in the construction of the facility. 
Renovation, reconditioning or demolition of the facility will require the
removal of the asbestos in a manner complying with all applicable
environmental, health and safety laws.  The estimated capital cost of this
removal is between $6 million and $12 million.  

Additionally, reuse of the facility would require the removal or cleanup of
PCBs, paints containing heavy metals and fuel oil.  SDG&E is unable to
estimate the extent of this contamination or the cost of cleaning up these
materials.

Encina Power Plant

During 1993 SDG&E discovered the presence of hydrocarbon contamination in
subsurface soil at its Encina power plant.  This contamination is located
north of its western fuel-storage facilities and is believed to be fuel oil
originating from a 1950s refueling spill.  SDG&E has reported the discovery
of the contamination to governmental agencies and has determined it does not
pose a significant risk to the environment or to public health.  SDG&E is
unable to estimate the cost of assessment and of cleaning up the
contamination.    

                                      18

Manufactured Gas Plant Sites

During the late 1800s and early 1900s SDG&E and its predecessors manufactured
gas from the combustion of fuel oil at a manufactured gas plant in downtown
San Diego (Station A) and at small facilities in the nearby cities of
Escondido and Oceanside.  Although no tar pits common to town gas sites have
been found at the facilities, ash and other residual hazardous byproducts
from the gas-manufacturing process were found at the Escondido site during
grading for expansion of a substation.  Remediation of the Escondido site has
been completed at a total cost of about $3 million.  Based upon its
assessment and remediation activities, SDG&E has applied to the Department of
Health Services for a closure certification for the Escondido site.

SDG&E and the Department of Health Services are aware that hazardous
substances resulting from the operation of the Escondido manufactured gas
plant may be present on adjacent locations.  SDG&E will coordinate any
required assessment or cleanup of any such locations with the department.

SDG&E has not found any similar town gas site residuals at the Station A
site.  However, ash residue similar to that at Escondido was found on
property adjacent to SDG&E's Oceanside gas regulator station.  This ash
residue has been covered with asphalt to prevent public exposure.  Some ash
residue has also been observed in soil adjacent to Station A.

Due to the possibility that town gas residuals exist under the Station A and
Oceanside sites, SDG&E will implement an environmental assessment of the
sites in 1994 and 1995.  SDG&E is unable to estimate the cost of assessment
and cleanup of these sites.  However, the CPUC has approved SDG&E's
application to recover these costs in a future rate proceeding through the
reasonableness review process.

Litigation concerning hazardous substances is discussed in "Legal Proceedings
- - Graybill/Metropolitan Transit Development Board" herein.

AIR QUALITY

The San Diego Air Pollution Control District regulates air quality in San
Diego County in conformance with the California and federal Clean Air Acts. 
California's standards are more restrictive than federal government
standards.

Although SDG&E facilities already comply with very strict emission limits and
contribute only about 3 percent of the air emissions in San Diego County, the
APCD is obligated to quantify the benefits of further reducing emissions from
all San Diego industry.  The APCD has adopted Rule 69 to further reduce
nitrogen oxide emissions.  This rule will require the retrofit of the Encina
and South Bay power plants with catalytic converters to remove approximately
87 percent of current nitrogen oxide emissions.  The estimated capital cost
to comply with Rule 69 is $130 million.  In addition, annual operating costs
will increase about $6 million after all units have been retrofitted.  SDG&E
expects this to be completed by 2001.

The acid rain section of the federal Clean Air Act Amendments of 1990
requires SDG&E to upgrade the continuous emission monitors at its Encina and
South Bay power plants to provide more-complete emissions data.  Installation
of the required continuous emission monitor upgrades will be completed in
1994 at an estimated cost of $5 million.

In 1990 the South Coast Air Quality Management District passed a rule which
will require SDG&E's older natural gas compressor engines at its Moreno
facility to either meet new stringent nitrogen oxide emission levels or be
converted to electric drive.  In October 1993 the Air Quality District
adopted a new program called RECLAIM, which will replace existing rules and
require SDG&E's natural gas compressor engines at its Moreno facility to
reduce their nitrogen oxide emission levels by about 10 percent a year
through 2003.  This will be accomplished through the installation of new
emission monitoring equipment, operational changes to take advantage of low
emitting engines, and engine retrofits.  The cost of complying with the
proposed rule is expected to be $3 million.

                                    19

WATER QUALITY

Discharge permits are required to enable SDG&E to discharge its cooling water
and its treated in-plant waste water, and are, therefore, a prerequisite to
the continued operation of SDG&E's power plants. The promulgation of water
quality-control plans by state and federal agencies may impose increasingly
stringent cooling-water and treated waste water discharge requirements on
SDG&E.

SDG&E is unable to predict the terms and conditions of any renewed permits or
their effects on plant or unit availability, the cost of constructing new
cooling water treatment facilities, or the cost of modifying the existing
treatment facilities.  However, any modifications required by such permits
could involve substantial expenditures, and certain plants or units may be
unavailable for electric generation during such modification.

Additional information concerning discharge permits for the South Bay, Encina
and SONGS plants is provided in "Management's Discussion & Analysis of
Financial Condition and Results of Operations" beginning on Page 18 of the
1993 Annual Report to Shareholders.  

ASBESTOS

The corporate office building at 101 Ash Street in San Diego is being
retrofitted with sprinklers over a two-year period in response to a City of
San Diego ordinance requiring all high-rise office buildings to be
retrofitted for fire protection by 1996.  This is expected to be completed in
1994.  Asbestos is being removed in the areas where the sprinklers are being
installed.  The total cost of the asbestos removal will be about $2 million.

TRANSMISSION LINE AERIAL SAFETY

Criteria have been established by the State of California to determine the
necessity for installing aerial warning devices on overhead powerlines to
promote air-space safety.  Nine spans on the Southwest Powerlink transmission
line in Imperial County fall within the criteria and will be marked at a cost
of approximately $115,000.  Study of another 132 spans will determine whether
or not additional spans will be marked at a cost of approximately $13,000 per
span.

Based upon FAA recommendation, SDG&E is also installing aerial warning
markers on various segments of the 230-kv and other transmission lines within
its service territory.  The cost of this project through 1993 was $2 million,
and $1 million is budgeted for 1994.

Additional information concerning SDG&E's environmental matters is described
in "Management's Discussion and Analysis of Financial Condition and Results
of Operations" beginning on Page 18 of the 1993 Annual Report to Shareholders
and in Note 9 of the "Notes to Consolidated Financial Statements" beginning
on Page 32 of the 1993 Annual Report to Shareholders.

OTHER
- ---------------------------------------------------------------------------

RESEARCH, DEVELOPMENT AND DEMONSTRATION

SDG&E conducts research and development in areas that provide value to SDG&E
and its customers.  The Research, Development and Demonstration activities
are focused in the following areas:

1.  The improvement of electric generation efficiency.

2.  Development of technologies that enhance electric transmission,
distribution and customer utilization efficiency.

3.  Participation in the Gas Research Institute and the Electric Power
Research Institute.

                                   20

Highlights of the program include demonstration of molten carbonate fuel
cells, evaluation and implementation of distributed generation systems,
application of advanced telecommunication systems, and the development of
technology to reduce service interruptions and make other power quality
improvements for customers.

Research, development and demonstration costs averaged $7 million annually
over the past three years.  The CPUC historically has permitted rate recovery
of research, development and demonstration expenditures.

WAGES

SDG&E and Local 465, International Brotherhood of Electrical Workers have a
labor agreement that ended on February 28, 1994.  Negotiations for a new
agreement are expected to be concluded in early 1994.  

EMPLOYEES OF REGISTRANT

As of December 31, 1993 SDG&E had 4,166 full-time employees and 63 part-time
employees compared to 4,249 full-time and 61 part-time employees at December
31, 1992.  SDG&E's subsidiaries had 818 full-time employees at December 31,
1993 compared to 793 at December 31, 1992. 

FOREIGN OPERATIONS

SDG&E foreign operations in 1993 included power purchases and sales with CFE
in Mexico and purchases of energy and natural gas from suppliers in Canada
and purchases of uranium from suppliers in Canada, Germany and Namibia.

SDG&E's subsidiaries operated in various foreign locations in 1993, including
Great Britain, Australia, Canada and Italy. 

Additional information concerning foreign operations is described under
"Electric Operations" and "Natural Gas Operations" herein and in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" beginning on Page 18 of the 1993 Annual Report to Shareholders
and in Note 9 of the "Notes to Consolidated Financial Statements" beginning
on Page 32 of the 1993 Annual Report to Shareholders.


ITEM 2. PROPERTIES
- ---------------------------------------------------------------------------

Substantially all utility plant is subject to the lien of the July 1, 1940
mortgage and deed of trust and its supplemental indentures between SDG&E and
the First Trust of California N.A. as trustee, securing the outstanding first
mortgage bonds.

ELECTRIC PROPERTIES
- --------------------------------------------------------------------------
As of December 31, 1993 SDG&E's installed generating capacity in megawatts,
based on summer ratings, was as follows:

PLANT                           LOCATION                  NET MEGAWATTS
- -------------------------------------------------------------------------
Encina                          Carlsbad                           921
South Bay                       Chula Vista                        690
San Onofre                      South of San Clemente              430*
Combustion Turbines (19)        Various                            332
Silver Gate**                   San Diego                            0
- -------------------------------------------------------------------------

 *SDG&E's 20 percent share.
**Placed in storage in 1984.  Net generating capability is 230 mw.

Except for San Onofre and some of the combustion turbines, these plants are
equipped to burn either fuel oil or natural gas.

                                   21

The system load factor was 64.2 percent in 1993 and ranged from 55.1 percent
to 64.2 percent for the past five years.

SDG&E's electric transmission and distribution facilities include sufficient
substations, and overhead and underground lines to accommodate current
customer needs.  Various areas of the service territory require expansion
periodically to handle customer growth. 

SDG&E owns an approved nuclear power plant site near Blythe, California.

NATURAL GAS PROPERTIES
- ---------------------------------------------------------------------------

SDG&E's natural gas facilities are located in San Diego and Riverside
counties and consist of the Encanto storage facility in San Diego,
transmission facilities and various high-pressure transmission pipelines,
high-pressure and low-pressure distribution mains, and service lines. 
SDG&E's natural gas system is sufficient to meet customer demand and short-
term growth.  SDG&E is currently undergoing an expansion of its high-pressure
transmission lines to accommodate expected long-term customer growth. 

GENERAL PROPERTIES
- ---------------------------------------------------------------------------

The 21-story corporate office building at 101 Ash Street, San Diego is
occupied pursuant to an operating lease through the year 2005.  The lease has
four separate five-year renewal options.  The building is currently
undergoing a $15 million renovation which is expected to be completed during
1994.  Additional information is provided under "Environmental, Health and
Safety" herein.

SDG&E also occupies an office complex at Century Park Court in San Diego
pursuant to a lease ending in the year 2007.  The lease can be renewed for
two five-year periods.  SDG&E also leases other office space in San Diego to
house its computer center under a three-year lease with options to renew for
an additional five years.

In addition, SDG&E occupies eight operating and maintenance centers, two
business centers, seven district offices, and five branch offices.

SUBSIDIARY PROPERTIES
- ---------------------------------------------------------------------------

Wahlco Environmental Systems, Inc. has manufacturing facilities in the
continental United States, Puerto Rico, Canada, Great Britain, Australia and
Italy, and a sales office in Singapore. 

Additional information concerning SDG&E's properties is described under
"Electric Operations" and "Gas Operations" herein and in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
beginning on Page 18 of the 1993 Annual Report to Shareholders and in Notes
2, 5 and 9 of the "Notes to Consolidated Financial Statements" beginning on
Page 32 of the 1993 Annual Report to Shareholders.

ITEM 3. LEGAL PROCEEDINGS
- -----------------------------------------------------------------------------

The following proceedings, described in SDG&E's 1992 Annual Report on Form
10-K, were concluded during the year ended December 31, 1993:  San Onofre
Nuclear Generating Station Unit 1, Springerville, Zuidema, Energy Factors,
American Tool and NCR.  Information concerning the conclusion of these
proceedings is contained in SDG&E's Quarterly Reports on Form 10-Q for the
three-month periods ended March 31, 1993 and September 30, 1993 and in
SDG&E's Current Report on Form 8-K dated March 19, 1993.

CENTURY POWER LITIGATION
- ---------------------------------------------------------------------------

On April 1, 1987 Century Power Corporation, formerly Alamito Company,
submitted a filing to justify its rates for the following 24 months under a
power sales and interconnection agreement with SDG&E.  The Federal Energy
Regulatory Commission permitted the rates to become effective as of June 1,
1987 subject to refund.  In 1988 an administrative law judge ruled

                                    22

unreasonable a component of rates based on the return on equity of Tucson
Electric Power Company, a supplier and former affiliate of Century.  If the
decision stands, demand charges paid by SDG&E could be reduced by $12
million, plus interest, to be refunded principally to SDG&E customers.  On
September 23, 1993 SDG&E filed a motion requesting the FERC to decide this
matter.  On December 23, 1993 the FERC issued an order denying SDG&E's motion
on the grounds that the matter had been resolved under a settlement reached
by the parties in 1991 and approved by the FERC.  On January 24, 1994 SDG&E
filed a request for rehearing.  

On February 11, 1993 SDG&E filed a complaint with the FERC against Tucson and
Century seeking to adjust its purchase costs under the power sales and
interconnection agreement with Century.  The complaint seeks summary
disposition and moves for an order directing Century and Tucson to refund
amounts that they improperly billed SDG&E in violation of the agreement.  If
successful, SDG&E would be entitled to approximately $15 million, plus
interest, which would be refunded principally to SDG&E's customers.  On April
23, 1993 Tucson and Century filed answers to the complaint, denying
liability.  In addition, Tucson brought a counterclaim of approximately $3
million against SDG&E based on alleged underbillings.

SDG&E is unable to predict the ultimate outcome of this litigation.

CITY OF SAN DIEGO FRANCHISE
- ---------------------------------------------------------------------------

On February 13, 1990 following the announcement of the proposed merger of
SDG&E into Southern California Edison Company, the City of San Diego filed a
lawsuit in San Diego County Superior Court to confirm its position that
SDG&E's franchises with the city could not be transferred to Edison without
the consent of the city pursuant to the city charter and to SDG&E's
franchises.  On December 28, 1993 the parties dismissed the complaint without
prejudice.

AMERICAN TRAILS
- ---------------------------------------------------------------------------

On August 23, 1985 Michael Bessey and others who owned American Trails, a
membership campground company, filed a complaint against Wahlco, Inc. and
others in the Superior Court of San Diego County for breach of contract,
negligence, fraud, intentional interference with contract, breach of the
implied covenant of good faith and fair dealing, and breach of fiduciary duty
in connection with contingent payments, which were not realized following the
redemption of plaintiffs' interest in American Trails Partners No. 1.  The
plaintiffs are seeking compensatory damages in the amount of approximately
$12 million and punitive damages in an unspecified amount.  Wahlco has
cross-complained against the plaintiffs for defrauding Wahlco into investing
$3 million in American Trails.

The trial took place in late 1991 before a superior court judge sitting
without a jury.  On March 25, 1992 the trial judge indicated that the
plaintiffs would be awarded approximately $2 million plus fees.  However, on
April 20, 1992, prior to entry of any judgments, the trial judge removed
himself from the case.

Another judge was assigned to the case and a new trial began on February 8,
1993.  On March 24, 1993 the jury returned verdicts favorable to all
defendants on all of the plaintiffs' causes of action, except for breach of
contract and interference with contract claims against defendants Wahlco and
Robert Wahler, as to which the jury was not able to reach a verdict.  On July
23, 1993 the trial court granted the motions of Wahlco and Robert Wahler for
summary judgment on the two remaining causes of action against them and
denied the plaintiffs' motion for a new trial.  On September 21, 1993
judgment was entered by the court in favor of Wahlco and the other
defendants.  As a result, all claims and causes of action by the plaintiffs
against Wahlco have been determined in favor of Wahlco.  On October 7, 1993
the plaintiffs filed a notice of appeal from the court's judgment.

Wahlco intends to continue defending this lawsuit vigorously.

By agreements dated September 19, 1987, October 28, 1987, and March 1, 1990,
Robert R. Wahler, as Trustee of the Wahler Family Trust; John H. McDonald;
and Westfore, a California limited partnership, agreed, subject to certain

                                     23

exceptions, to indemnify Pacific Diversified Capital Company and its
subsidiaries in connection with the American Trails litigation in diminishing
amounts through 1992, when the indemnification amount would decrease to zero.

Wahlco, Inc. notified these parties that it has a claim for indemnification
pursuant to the indemnification agreements.  However, they have denied that
a current claim for indemnification exists.

SDG&E is unable to predict the ultimate outcome of this litigation.

SUBSIDIARY SHAREHOLDER
- ---------------------------------------------------------------------------

On June 22, 1990 an action was instituted in the U.S. District Court for the
Southern District of California against SDG&E; PDC; Wahlco Environmental
Systems, Inc.; each of the persons who was a director and/or an officer at
the time of WES's initial public offering (including an officer and certain
directors of SDG&E); and the managing underwriters for the offering,
Prudential-Bache Securities, Inc. and Salomon Brothers, Inc.  This action,
for which class certification has been granted, was brought by Ronald
Kassover on behalf of all persons (other than defendants in the action) who
purchased WES's common stock during the class period of April 25, 1990 to
June 15, 1990.

The complaint, as amended, alleges various violations of federal and state
securities laws and various state law claims based upon alleged
misrepresentations made in WES's registration statement and prospectus
prepared in connection with the offering, WES's Report on Form 10-Q for the
first quarter of 1990, press releases, and other public documents and
statements.  The alleged misrepresentations relate to WES's earnings,
customer orders, financial condition and future prospects.  The amended
complaint further purports that, based upon these alleged misrepresentations
and omissions, the price of WES's common stock was inflated during the class
period and the plaintiff and the plaintiff class suffered damages as a result
of purchasing WES's common stock at inflated prices.  The amended complaint
seeks a judgment for damages incurred by the plaintiff class during the class
period, for costs and attorneys' fees, for punitive damages, and for
injunctive relief against the disposition of defendants' assets.

On November 5, 1990 a second complaint was filed by Ralph Amanna.  The
amended Amanna complaint makes allegations similar to those made in the
Kassover complaint and has been consolidated with the Kassover action.  On
November 9, 1992 the court granted the defendants' motion for partial summary
judgment, resolving the majority of the material allegations in favor of the
defendants.  The remaining allegations concern alleged wrong-doing associated
with an attempted debenture offering after the initial public offering.

The plaintiffs have filed a motion for reconsideration of the partial summary
judgment.  The underwriters have filed a motion to dismiss all claims against
them, and the other defendants have joined in this motion.  Hearings on these
motions were taken off the court's calendar pending the conclusion of
settlement negotiations. 

In November 1993 a settlement in principle was reached whereby the entire
action would be resolved.  The settlement requires the defendants to pay a
total of approximately $1 million to the plaintiffs in exchange for a
dismissal of the action in its entirety.  The settlement will bind all of the
plaintiff class members who elect to participate in the settlement.  It is
anticipated that the court will approve the settlement, and the action will
be dismissed. 

PUBLIC SERVICE COMPANY OF NEW MEXICO
- -----------------------------------------------------------------------------

On October 27, 1993 SDG&E filed a complaint with the FERC against Public
Service Company of New Mexico, alleging that charges under a 1985 power
purchase agreement are unjust, unreasonable and discriminatory.  SDG&E
requested that the FERC investigate the rates charged under the agreement and
establish a refund date effective December 26, 1993.  The relief, if granted,
would reduce annual demand charges paid by SDG&E to PNM by up to $11 million
per year through April 2001.  If approved, the proceeds principally would be
used to reduce customer bills. 

On December 8, 1993 PNM answered the complaint and moved that it be
dismissed.  PNM denied that the rates are unjust, unreasonable or
discriminatory and asserted that SDG&E's claims were barred by certain orders
issued by the FERC in 1988.  SDG&E expects a decision from the FERC in 1994.

SDG&E is unable to predict the ultimate outcome of this litigation.

                                 24

CANADIAN NATURAL GAS
- -----------------------------------------------------------------------------

During early 1991 SDG&E signed four long-term natural gas supply contracts
with Husky Oil Ltd., Canadian Hunter Ltd. and Noranda Inc., Bow Valley Energy
Inc., and Summit Resources Ltd.  Canadian-sourced natural gas began flowing
to SDG&E under these contracts on November 1, 1993.  Disputes have arisen
with each of these producers with respect to events which are alleged by the
producers to have occurred justifying a revision to the pricing terms of each
contract, and possibly their termination.  Consequently, during December 1993
SDG&E filed complaints in the United States Federal District Court, Southern
District of California, seeking a declaration of SDG&E's contract rights. 
Specifically, SDG&E states that, neither price revision nor contract
termination is warranted.  

SDG&E is unable to predict the ultimate outcome of this litigation.

Additional information concerning these contracts is provided under "Natural
Gas Operations" herein and in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" beginning on Page 18 of the
1993 Annual Report to Shareholders and in Note 9 of the "Notes to
Consolidated Financial Statements" beginning on Page 32 of the 1993 Annual
Report to Shareholders.

ELECTRIC AND MAGNETIC FIELDS
- -----------------------------------------------------------------------------

MCCARTIN

On November 13, 1992 a group of 25 individual plaintiffs filed a complaint
against SDG&E in the Orange County Superior Court for medical monitoring,
intentional infliction of emotional distress, negligent infliction of
emotional distress, strict products liability, negligent product liability,
trespass, nuisance, diminution in property value, inverse condemnation and
injunctive relief, alleging that plaintiffs have been damaged by EMF
radiation from SDG&E's power lines.  The plaintiffs have not specified
damages.

On March 31, 1993 the trial court denied SDG&E's request to set aside all but
two of the plaintiffs' claims.  On May 25, 1993 the California Court of
Appeals denied SDG&E's appeal of the trial court's denial of SDG&E's request
to set aside.  A subsequent petition for review filed with the California
Supreme Court was also denied.  On May 27, 1993 SDG&E filed its answer to the
complaint and discovery commenced. 

On December 16, 1993 Martin and Joyce Covalt filed a complaint against SDG&E
in Orange County Superior Court for claims identical to those of the original
McCartin plaintiffs.  The attorneys for the Covalts have indicated that they
will attempt to consolidate their complaint with the McCartin complaint.

SDG&E believes that the allegations made in both complaints are without merit
and intends to defend the lawsuit vigorously.  The trial is scheduled to
begin on April 11, 1994.

SDG&E is unable to predict the ultimate outcome of this litigation.

NORTH CITY WEST 

On June 14, 1993 the Peninsula at Del Mar Highlands Homeowners Association
filed a complaint with the Superior Court of San Diego County against the
City of San Diego and SDG&E to prevent SDG&E from continuing construction of
an electric substation in an area which is known as North City West.  In the
complaint, plaintiffs sought to have the city either revoke previously issued
permits or reopen the hearing process to address alleged EMF concerns.  On
July  6, 1993 the court denied the plaintiffs' motion for a temporary
restraining order.  On July 30, 1993 the court denied the plaintiffs' motion
for a preliminary injunction.  On September 28, 1993 the plaintiffs withdrew
their complaint and the court dismissed it without prejudice.

On August 18, 1993 the plaintiffs filed a complaint with the CPUC requesting
that construction of the substation be immediately halted until the CPUC
conducts an initial environmental assessment and determines whether an

                                  25

environmental impact report is necessary.  On September 22, 1993 SDG&E moved
to dismiss the complaint on the grounds that the city's environmental review
of the project in 1989 was proper and that the city, not the CPUC, has the
authority, under the California Environmental Quality Act, to review the
potential environmental impacts of substations.  On January 7, 1994 the CPUC
dismissed the plaintiffs' complaint, ruling that the city had performed all
appropriate environmental reviews.  One of the plaintiffs has filed an
application with the CPUC asking it to reconsider its January 7 decision. 

SDG&E is unable to predict the ultimate outcome of this litigation.

BLACKBURN VS. WATT

Beginning on April 4, 1991 approximately 30 homeowners in the "Mar Lado
Highlands" real estate development  filed a series of complaints in San Diego
Superior Court against the developer of the subdivision, TBSD Development,
and certain of its affiliates.  The complaints allege, among other things,
that the defendants made fraudulent and negligent misrepresentations to the
plaintiffs in the course of the sale of the plaintiffs' homes.  One of the
allegations involves the defendants' failure to adequately disclose the
siting of a SDG&E electric transmission line near a gasoline pipeline, which
the plaintiffs allege creates a significant risk of accident.  Furthermore,
the plaintiffs allege that the defendants failed to disclose the health risks
associated with living in proximity to such power lines.  The plaintiffs are
seeking rescission, restitution, certain specified and unspecified
compensatory damages, punitive damages, and attorneys' fees.

Beginning on June 23, 1993 the defendants filed a series of cross-complaints
against several other parties, including SDG&E, for indemnity, breach of
warranty, breach of contract, negligence, contribution, declaratory relief
and other remedies.  The cross-complaints pertaining to SDG&E essentially
allege that the defendants had no duty to independently investigate the risks
associated with the power lines and that they merely passed along information
regarding such risks provided by SDG&E.  Therefore, the defendants allege
that any liability arising from disclosures or nondisclosures relative to the
power lines are the sole responsibility of SDG&E.

SDG&E has filed answers to all of the cross-complaints.  SDG&E believes the
cross-complaints are without merit and intends to defend these lawsuits
vigorously.

SDG&E is unable to predict the ultimate outcome of this litigation.

GRAYBILL/ METROPOLITAN TRANSIT DEVELOPMENT BOARD
- -----------------------------------------------------------------------------

GRAYBILL

On February 14, 1992 Graybill Terminal Company and others who own an oil
storage tank farm in San Diego filed a complaint against Union Oil Company of
California and others in the U.S. District Court for the Southern District of
California.  The complaint alleges that the land on which the tank farm is
situated is contaminated with petroleum products and other chemicals.

On July 21, 1992 three of the defendants, Olson Development Company, 550 El
Camino Company and Carl Olson, filed a complaint in the same court against
SDG&E and others, alleging, among other things, violation of the
Comprehensive Environmental Response Compensation and Liability Act,
California Superfund, and other environmental laws.  Olson Development and
550 El Camino are previous owners of the allegedly contaminated property. 
This complaint alleges that SDG&E leased certain tanks, property and
pipelines on or adjacent to the allegedly contaminated property and that
contamination of soil, ground water, sewer systems and the San Diego Bay
occurred during the course of SDG&E's leasing of the tanks, property and
pipelines.  The plaintiffs are seeking unspecified compensatory damages,
indemnity or contribution, and certain declaratory and equitable relief.

On August 10, 1992 SDG&E filed a counterclaim to the third-party complaint. 
On August 17, 1992 SDG&E also filed a third-party complaint against Union Oil
Company.  The court has dismissed all negligence causes of action against
SDG&E, but all other causes of action remain.  Trial has been set for April
1994.  

                                  26

SDG&E is unable to predict the ultimate outcome of this litigation.

METROPOLITAN TRANSIT DEVELOPMENT BOARD

On October 13, 1993 MTDB filed a complaint in the San Diego County Superior
Court against certain of the defendants in the Graybill litigation, including
SDG&E.  MTDB owns property located adjacent to the Graybill site and has
alleged that contamination from the Graybill site migrated beneath its
property, contaminating the soil and ground water.  (MTDB had attempted to
intervene in the Graybill litigation, but the judge denied its motion.) 

MTDB has alleged that SDG&E stored petroleum products at the Graybill site
and was also responsible for certain renovations to the site's fixtures and
equipment which stored and/or transported hazardous substances.  MTDB has
also stated that SDG&E, at one time, owned and operated the MTDB property and
also owned certain fuel oil pipelines located on the property.  MTDB's
complaint alleges, among other things, nuisance, trespass and negligence, and
seeks unspecified compensatory and special damages, indemnity, and certain
equitable and declaratory relief.  On November 24, 1993 SDG&E filed an answer
to the complaint denying all of MTDB's allegations.

SDG&E is unable to predict the ultimate outcome of this litigation.

TRANSPHASE SYSTEMS LITIGATION
- ---------------------------------------------------------------------------

On May 3, 1993 Transphase Systems, Inc. filed a complaint against Southern
California Edison Company and SDG&E in the United States District Court for
the Central District of California.  The complaint alleged that Edison and
SDG&E unlawfully constrained Transphase from selling its thermal energy
storage systems under utility-sponsored demand-side management programs in
violation of federal and state antitrust and unfair competition laws.  The
plaintiff claimed not less than $50 million in actual damages, attorneys'
fees, prejudgment interest and costs.  The plaintiff also sought certain
injunctive relief. 

On August 25, 1993 Transphase filed a motion for a preliminary injunction to
order SDG&E to cease competitive bidding activities for all generation
resources until demand-side-resource providers were permitted to participate.

On October 7, 1993 the court dismissed all of Transphase's causes of action
with prejudice.  On October 19, 1993 Transphase filed a notice of appeal of
the court's dismissal.  The appeal is scheduled to be heard by the Ninth
Circuit Court of Appeals in May 1994.  

SDG&E is unable to predict the ultimate outcome of this litigation.

Additional information concerning competitive bidding is described under
"Resources Planning" herein and in the "Management's Discussion & Analysis of
Financial Condition and Results of Operations" beginning on Page 18 of the
1993 Annual Report to Shareholders.

TANG LITIGATION
- -----------------------------------------------------------------------------

On August 10, 1993 R.C. Tang filed a complaint in the Los Angeles County
Superior Court against Southern California Edison Company, SDG&E, and SONGS
contractors Westinghouse, Bechtel and Combustion Engineering, for negligence,
strict products liability, express and implied warranty, statutory liability,
negligent and fraudulent misrepresentation, fraudulent concealment, and
negligent infliction of emotional distress, alleging that the plaintiff was
damaged by the emission of radiation while serving as an on-site Nuclear
Regulatory Commission inspector at SONGS from June 1985 through December
1986.  The plaintiff has asked for general compensatory damages and punitive
damages.

The defendants removed the case to the United States District Court for the
Southern District of California in San Diego on September 2, 1993 and filed
an answer on September 14, 1993.  On December 13, 1993 the court denied the
defendants' motion for summary judgment based on the defendants' compliance
with applicable permissive-dose limits of radiation.  On February 7, 1994 the

                                   27

judge declared a mistrial after the jury deadlocked with a vote of seven to
two in favor of R.C. Tang.  A new trial date for the case has been set for
March 15, 1994.

The defendants believe that the allegations made in this complaint are
without merit and intend to defend this lawsuit vigorously.

SDG&E is unable to predict the ultimate outcome of this litigation.

ENVIRONMENTAL ISSUES
- ---------------------------------------------------------------------------

Other legal matters related to environmental issues are described  under
"Environmental, Health and Safety" herein.

                                       28


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------------------

None.

ITEM 4.   EXECUTIVE OFFICERS OF THE REGISTRANT
- ---------------------------------------------------------------------------

NAME                          AGE    POSITIONS (1989 - CURRENT)
- ---------------------------------------------------------------------------
Thomas A. Page                60     Chairman and Chief Executive Officer
                                     since January 1983 and President from
                                     1983 through 1991 and since January
                                     1994.
- ---------------------------------------------------------------------------
Jack E. Thomas                61     President and Chief Operating Officer
                                     from January 1992 until his retirement
                                     in January 1994.
                                     Executive Vice President and Chief
                                     Operating Officer from 1986 through
                                     1991.
- ---------------------------------------------------------------------------
Stephen L. Baum               53     Executive Vice President since January
                                     1993.
                                     Senior Vice President - Law and
                                     Corporate Affairs and General Counsel
                                     from January 1992 through December 1992.
                                     Senior Vice President and General
                                     Counsel from 1987 through 1991.
- ----------------------------------------------------------------------------
Donald E. Felsinger           46     Executive Vice President since January
                                     1993.
                                     Senior Vice President - Marketing and
                                     Resource Development from January 1992
                                     through December 1992.
                                     Vice President - Marketing and Resource
                                     Development from February 1989 through
                                     1991.
                                     Vice President - Marketing from 1986
                                     through January 1989.
- ---------------------------------------------------------------------------
Gary D. Cotton                53     Senior Vice President - Customer
                                     Operations since January 1993.
                                     Senior Vice President - Customer
                                     Services from January 1992 through 
                                     December 1992.
                                     Senior Vice President - Engineering and
                                     Operations from 1986 through 1991.
- -----------------------------------------------------------------------------
Edwin A. Guiles               44     Senior Vice President - Energy Supply
                                     since January 1993.
                                     Vice President - Engineering and
                                     Operations from January 1992 through
                                     December 1992.
                                     Vice President - Corporate Planning from
                                     1990 through 1991.
                                     Director - Merger Transition from
                                     January through December 1989.
- ---------------------------------------------------------------------------
R. Lee Haney                  54     Senior Vice President - Customer and
                                     Marketing Services since January 1993.
                                     Senior Vice President - Finance and
                                     Chief Financial Officer from 1990
                                     through 1992.
                                     Vice President - Finance, Chief
                                     Financial Officer and Treasurer from
                                     1988 through 1989.
- ---------------------------------------------------------------------------
Nad A. Peterson               67     Senior Vice President and General
                                     Counsel since June 1993 and 
                                     Corporate Secretary since January
                                     1994.
- ---------------------------------------------------------------------------
Frank H. Ault                 49     Vice President and Controller since
                                     January 1993.
                                     Controller from May 1986 through
                                     December 1992.
- ---------------------------------------------------------------------------
Ronald K. Fuller              56     Vice President - Governmental and
                                     Regulatory Services since April 1984.
- ---------------------------------------------------------------------------
Margot A. Kyd                 40     Vice President - Human Resources since
                                     January 1993.
                                     Vice President - Administrative Services
                                     from 1988 through 1992.
- ---------------------------------------------------------------------------
Malyn K. Malquist             41     Vice President - Finance and Treasurer
                                     since January 1993.
                                     Treasurer from 1990 through 1992.
                                     Assistant Treasurer and Director -
                                     Finance from 1988 through 1989.
- ----------------------------------------------------------------------------
Delroy M. Richardson          55     Secretary from December 1986 until his
                                     retirement in January 1994.

                                    29


PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

SDG&E's common stock is traded on the New York and Pacific stock exchanges. 
At December 31, 1993, there were 70,389 holders of SDG&E common stock.

Quarterly Common Stock Data (Unaudited) 1993 1992 ----------------------------------------------------------------------- First Second Third Fourth First Second Third Fourth Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter -------- ------- ------- ------- ------- ------- ------- ------- Market price High 26 5/8 26 7/8 27 3/4 27 1/2 22 3/4 23 1/2 25 3/8 24 1/2 Low 23 1/4 24 1/2 25 5/8 23 1/2 21 1/4 21 1/8 23 1/8 22 1/2 Dividends declared 37 37 37 37 36 36 36 36 -----------------------------------------------------------------------
ITEM 6. SELECTED FINANCIAL DATA - ----------------------------------------------------------------------------- The information required by Item 6 is incorporated by reference from the Ten-Year Summary beginning on Page 16 of SDG&E's 1993 Annual Report to Shareholders. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ----------------------------------------------------------------------------- The information required by Item 7 is incorporated by reference from page 18 of SDG&E's 1993 Annual Report to Shareholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------------------------------- The information required by Item 8 is incorporated by reference from Pages 24 through 39 of SDG&E's 1993 Annual Report to Shareholders. See Item 14 of this Form 10-K for a listing of financial statements included in the 1993 Annual Report to Shareholders. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------------------------------------------------------------------------- None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------------------- The information required on Identification of Directors is incorporated by reference from "Election of Directors" in SDG&E's March 1994 Proxy Statement. The information required on executive officers is incorporated by reference from Item 4. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference from "Executive Compensation and Transactions with Management and Others" in SDG&E's March 1994 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by Item 12 is incorporated by reference from "Security Ownership of Management and Certain Beneficial Holders" in SDG&E's March 1994 Proxy Statement. Item 13. Certain Relationships and Related Transactions None. 30 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of this report: 1. Financial statements Page in Annual Report* Responsibility Report for the Consolidated Financial Statements 24 Statements of Consolidated Income for the years ended December 31, 1993, 1992 and 1991. 25 Consolidated Balance Sheets at December 31, 1993 and 1992. 26 Statements of Consolidated Cash Flows for the years ended December 31, 1993, 1992 and 1991 27 Statements of Consolidated Changes in Capital Stock and Retained Earnings for the years ended December 31, 1993, 1992 and 1991. 28 Statements of Consolidated Capital Stock at December 31, 1993 and 1992. 29 Statements of Consolidated Long-Term Debt at December 31, 1993 and 1992. 30 Statements of Consolidated Financial Information by Segments of Business for the years ended December 31, 1993, 1992 and 1991 31 Notes to Consolidated Financial Statements 32 Independent Auditors' Report 38 Quarterly Financial Data (Unaudited). 39 *Incorporated by reference from the indicated pages of the 1993 Annual Report to Shareholders. 2. Financial statement schedules The following schedules for the years ended December 31, 1993, 1992 and 1991 and the related independent auditors' report will be filed as an amendment to this report: Schedule II Amounts Receivable from Related Parties and Underwriters, Promoters and Employees Schedules V and VI Property, Plant and Equipment; and Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment Schedule VIII Valuation and Qualifying Accounts Schedule IX Short-Term Borrowings Schedule X Supplementary Income Statement Information All other schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the consolidated financial statements and the notes to consolidated financial statements included herein. 31 3. Exhibits The Forms 8, 8-K, 10-K and 10-Q referred to herein were filed under Commission File Number 1-3779. Exhibit 3 -- Bylaws and Articles of Incorporation - - Bylaws 3.1 Restated Bylaws - December 20, 1993 - - Articles of Incorporation 3.2 Restated Articles of Incorporation - December 2, 1992 (Incorporated by reference from SDG&E's 1992 Form 10-K, Ex 3.2) 3.3 Certificate of Determination of Preferences of Preference Stock (cumulative), $1.82 series, without par value, of San Diego Gas & Electric Company. 3.4 Certificate of Determination of Preferences of Preference Stock (cumulative), $1.70 series, without par value, of San Diego Gas & Electric Company. Exhibit 4 -- Instruments Defining the Rights of Security Holders, Including Indentures 4.1 Mortgage and Deed of Trust dated July 1, 1940. (Incorporated by reference from Registration No. 2-49810, Ex. 2A.) 4.2 Second Supplemental Indenture dated as of March 1, 1948. (Incorporated by reference from Registration No. 2-49810, Ex. 2C.) 4.3 Ninth Supplemental Indenture dated as of August 1, 1968. (Incorporated by reference from Registration No. 2-68420, Ex. 2D.) 4.4 Tenth Supplemental Indenture dated as of December 1, 1968. (Incorporated by reference from Registration No. 2-36042, Ex. 2K.) 4.5 Sixteenth Supplemental Indenture dated August 28, 1975. (Incorporated by reference from Registration No. 2-68420, Ex. 2E.) 4.6 Thirtieth Supplemental Indenture dated September 28, 1983. (Incorporated by reference from Registration No. 33-34017, Ex. 4.3.) Exhibit 10 -- Material Contracts 10.1 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Officers #3 (1994 compensation). 10.2 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Officers #1 (1994 compensation, 1995 incentive). 10.3 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Nonemployee Directors (1994 compensation). 10.4 Form of San Diego Gas & Electric Company 1986 Long-Term Incentive Plan 1993 restricted stock award agreement. 10.5 Supplemental Executive Retirement Plan adopted on July 15, 1981 and amended on April 24, 1985, October 20, 1986, April 28, 1987, October 24, 1988, November 21, 1988, October 28, 1991, May 28, 1992, May 24, 1993 and November 22, 1993. 10.6 Amended 1986 Long-Term Incentive Plan, Restatement as of October 25, 1993. 10.7 Loan agreement with CIBC Inc. dated as of December 1, 1993. 10.8 Amendment to San Diego Gas & Electric Company and Southern California Gas Company Restated Long-Term Wholesale Natural Gas Service Contract (see Exhibit 10.53) dated March 26, 1993. 32 THE FOLLOWING EXHIBITS ARE INCORPORATED BY REFERENCE FROM SDG&E'S JUNE 30, 1993 FORM 10-Q AS REFERENCED BELOW. 10.9 Loan agreement with the California Pollution Control Financing Authority in connection with the issuance of $80 million of Pollution Control Bonds dated as of June 1, 1993 (Exhibit 10.1). 10.10 Loan agreement with the City of San Diego in connection with the issuance of $92.7 million of Industrial Development Bonds 1993 Series C dated as of July 1, 1993 (Exhibit 10.2). THE FOLLOWING EXHIBITS ARE INCORPORATED BY REFERENCE FROM SDG&E'S MARCH 31, 1993 FORM 10-Q AS REFERENCED BELOW. 10.11 Loan agreement with Mellon Bank, N.A dated as of April 15, 1993 (Exhibit 10.1). 10.12 Loan agreement with First Interstate Bank dated as of April 15, 1993 (Exhibit 10.2). 10.13 Loan agreement with the City of San Diego in connection with the issuance of Industrial Development Bonds 1993 Series A dated as of April 1, 1993 (Exhibit 10.3). 10.14 Loan agreement with the City of San Diego in connection with the issuance of Industrial Development Bonds 1993 Series B dated as of April 1, 1993 (Exhibit 10.4). THE FOLLOWING EXHIBITS ARE INCORPORATED BY REFERENCE FROM SDG&E'S 1992 FORM 10-K AS REFERENCED BELOW. 10.15 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Officers #3 (1993 compensation) (Exhibit 10.1). 10.16 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Officers #1 (1993 compensation, 1994 incentive) (Exhibit 10.2). 10.17 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Nonemployee Directors (1993 compensation) (Exhibit 10.3). 10.18 Form of San Diego Gas & Electric Company 1986 Long-Term Incentive Plan 1992 restricted stock award agreement (Exhibit 10.4). 10.19 Loan agreement with the City of Chula Vista in connection with the issuance of $250 million of Industrial Development Revenue Bonds, dated as of December 1, 1992 (Exhibit 10.5). 10.20 Loan agreement with the City of San Diego in connection with the issuance of $25 million of Industrial Development Revenue Bonds, dated as of September 1, 1987 (Exhibit 10.6). 10.21 Nuclear Facilities Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station, approved November 25, 1987 (Exhibit 10.7). 10.22 Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust Agreement for San Onofre Nuclear Generating Station, approved November 25, 1987 (Exhibit 10.8). 10.23 Amended 1986 Long-Term Incentive Plan (Exhibit 10.9). 10.24 Loan agreement between Mellon Bank, N.A. and San Diego Gas & Electric Company dated December 15, 1992, as amended (Exhibit 10.10). 10.25 Fuel Lease dated as of September 8, 1983 between SONGS Fuel Company, as Lessor and San Diego Gas & Electric Company, as Lessee, and Amendment No. 1 to Fuel Lease, dated September 14, 1984 and Amendment No. 2 to Fuel Lease, dated March 2, 1987 (Exhibit 10.11). THE FOLLOWING EXHIBIT IS INCORPORATED BY REFERENCE FROM SDG&E'S SEPTEMBER 30, 1992 FORM 10-Q AS REFERENCED BELOW. 10.26 Loan Agreement with the City of San Diego in connection with the issuance of $118.6 million of Industrial Development Revenue Bonds dated as of September 1, 1992 (Exhibit 10.1). 33 THE FOLLOWING EXHIBITS ARE INCORPORATED BY REFERENCE FROM SDG&E'S 1991 FORM 10-K AS REFERENCED BELOW. 10.27 Gas Purchase Agreement, dated March 12, 1991 between Husky Oil Operations Limited and San Diego Gas & Electric Company (Exhibit 10.1). 10.28 Gas Purchase Agreement, dated March 12, 1991 between Canadian Hunter Marketing Limited and San Diego Gas & Electric Company (Exhibit 10.2). 10.29 Gas Purchase Agreement, dated March 12, 1991 between Bow Valley Industries Limited and San Diego Gas & Electric Company (Exhibit 10.3). 10.30 Gas Purchase Agreement, dated March 12, 1991 between Summit Resources Limited and San Diego Gas & Electric Company (Exhibit 10.4). 10.31 Service Agreement Applicable to Firm Transportation Service under Rate Schedule FS-1, dated May 31, 1991 between Alberta Natural Gas Company Ltd. and San Diego Gas & Electric Company (Exhibit 10.5). 10.32 Firm Transportation Service Agreement, dated December 31, 1991 between Pacific Gas and Electric Company and San Diego Gas & Electric Company (Exhibit 10.7). 10.33 Supplemental Executive Retirement Plan adopted on July 15, 1981 and amended on April 24, 1985, October 20, 1986, April 28, 1987, October 24, 1988, November 21, 1988 and October 28, 1991 (Exhibit 10.8). 10.34 Uranium enrichment services contract between the U. S. Department of Energy and Southern California Edison Company, as agent for SDG&E and others; Contract DE-SC05-84UEO7541, dated November 5, 1984, effective June 1, 1984, as amended by modifications dated September 13, 1985, January 8, April 10, June 17 and August 8, 1986, March 26, 1987, February 20 and July 25, 1990, and October 7, 1991 (Exhibit 10.9). 10.35 Loan agreement with California Pollution Control Financing Authority, dated as of December 1, 1985, in connection with the issuance of $35 million of pollution control bonds (Exhibit 10.10). 10.36 Loan agreement with California Pollution Control Financing Authority, dated as of December 1, 1991, in connection with the issuance of $14.4 million of pollution control bonds (Exhibit 10.11). 10.37 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Officers #3 (1992 compensation) (Exhibit 10.16). 10.38 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Officers #1 (1992 compensation, 1993 incentive) (Exhibit 10.17). 10.39 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Nonemployee Directors (1992 compensation) (Exhibit 10.18). 10.40 Form of San Diego Gas & Electric Company Deferred Compensation Agreement for Officers #1 (1991 compensation, 1992 incentive) (Exhibit 10.20). 10.41 Loan agreement with the City of San Diego in connection with the issuance of $44.25 million of Industrial Development Revenue Bonds, dated as of July 1, 1986 (Exhibit 10.36). 10.42 Loan agreement with the City of San Diego in connection with the issuance of $81.35 million of Industrial Development Revenue Bonds, dated as of December 1, 1986 (Exhibit 10.37). 10.43 Loan agreement with the City of San Diego in connection with the issuance of $100 million of Industrial Development Revenue Bonds, dated as of September 1, 1985 (Exhibit 10.38). 10.44 Executive Incentive Plan dated April 23, 1985 (Exhibit 10.39). 10.45 Loan agreement with California Pollution Control Financing Authority dated as of December 1, 1984, in connection with the issuance of $27 million of pollution control bonds (Exhibit 10.40). 35 10.46 Loan agreement with California Pollution Control Financing Authority dated as of May 1, 1984, in connection with the issuance of $53 million of pollution control bonds (Exhibit 10.41). 10.47 Lease agreement dated as of July 14, 1975 with New England Mutual Life Insurance Company, as lessor (Exhibit 10.42). THE FOLLOWING EXHIBIT IS INCORPORATED BY REFERENCE FROM SDG&E'S MARCH 31, 1991 FORM 10-Q AS REFERENCED BELOW. 10.48 Firm Transportation Service Agreement, dated April 25, 1991 between Pacific Gas Transmission Company and San Diego Gas & Electric Company (Exhibit 28.2). THE FOLLOWING EXHIBITS ARE INCORPORATED BY REFERENCE FROM SDG&E'S 1990 FORM 10-K AS REFERENCED BELOW. 10.49 Agreement dated March 19, 1987, for the Purchase and Sale of Uranium Concentrates between SDG&E and Saarberg-Interplan Uran GmbH (assigned to Pathfinder Mines Corporation in June 1993) (Exhibit 10.5). 10.50 Second Amended San Onofre Agreement among Southern California Edison Company, SDG&E, the City of Anaheim and the City of Riverside, dated February 26, 1987 (Exhibit 10.6). 10.51 San Diego Gas & Electric Company Retirement Plan for Directors, adopted December 17, 1990 Exhibit 10.7). 10.52 San Diego Gas & Electric Company Executive Severance Allowance Plan, as Amended and Restated, December 17, 1990 (Exhibit 10.8). 10.53 San Diego Gas & Electric Company and Southern California Gas Company Restated Long-Term Wholesale Natural Gas Service Contract, dated September 1, 1990 (Exhibit 10.9). THE FOLLOWING EXHIBITS ARE INCORPORATED BY REFERENCE FROM SDG&E'S 1989 FORM 10-K AS REFERENCED BELOW. 10.54 Amendment to the San Diego Gas & Electric Company 1986 Long-Term Incentive Plan adopted January 23, 1989 (Exhibit 10B). 10.55 Loan agreement between San Diego Trust & Savings Bank and SDG&E dated January 1, 1989 as amended (Exhibit 10H). 10.56 Loan agreement between Union Bank and SDG&E dated November 1, 1988 as amended (Exhibit 10I). 10.57 Loan agreement between Bank of America National Trust & Savings Association and SDG&E dated November 1, 1988 as amended (Exhibit 10J). 10.58 Loan agreement between First Interstate Bank of California and SDG&E dated November 1, 1988 as amended (Exhibit 10K). THE FOLLOWING EXHIBITS ARE INCORPORATED BY REFERENCE FROM SDG&E'S 1988 FORM 10-K AS REFERENCED BELOW. 10.59 Severance Plan as amended August 22, 1988 (Exhibit 10A). 10.60 U. S. Navy contract for electric service, Contract N62474-70-C-1200-P00414, dated September 29, 1988 (Exhibit 10C). 10.61 Employment agreement between San Diego Gas & Electric Company and Thomas A. Page, dated June 15, 1988 (Exhibit 10E). 10.62 Public Service Company of New Mexico and San Diego Gas & Electric Company 1988-2001 100 MW System Power Agreement dated November 4, 1985 and Letter of Agreement dated April 28, 1986, June 4, 1986 and June 18, 1986 (Exhibit 10H). 10.63 San Diego Gas & Electric Company and Portland General Electric Company Long-Term Power Sale and Transmission Service agreements dated November 5, 1985 (Exhibit 10I). 10.64 Comision Federal de Electricidad and San Diego Gas & Electric Company Contract for the Purchase and Sale of Electric Capacity and Energy dated November 20, 1980 and additional Agreement to the contract dated March 22, 1985 (Exhibit 10J). 36 10.65 U. S. Department of Energy contract for disposal of spent nuclear fuel and/or high-level radioactive waste, entered into between the DOE and Southern California Edison Company, as agent for SDG&E and others; Contract DE-CR01-83NE44418, dated June 10, 1983 (Exhibit 10N). 10.66 Agreement with Arizona Public Service Company for Arizona transmission system participation agreement - contract 790116 (Exhibit 10P). 10.67 City of San Diego Electric Franchise (Ordinance No.10466) (Exhibit 10Q). 10.68 City of San Diego Gas Franchise (Ordinance No.10465) (Exhibit 10R). 10.69 County of San Diego Electric Franchise (Ordinance No.3207) (Exhibit 10S). 10.70 County of San Diego Gas Franchise (Ordinance No.5669) (Exhibit 10T). 10.71 Supplemental Pension Agreement with Thomas A. Page, dated as of April 3, 1978 (Exhibit 10V). 10.72 Lease agreement dated as of June 15, 1978 with Lloyds Bank California, as owner-trustee and lessor - Exhibit B to financing agreement of SDG&E's Encina Unit 5 equipment trust (Exhibit 10W). Exhibit 12 -- Statement re computation of ratios 12.1 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the years ended December 31, 1993, 1992, 1991, 1990 and 1989. Exhibit 13 -- The financial statements and other documents listed under Part IV Item 14(a)1. and Management's Discussion and Analysis of Financial Condition and Results of Operations listed under Part II Item 7 of this form 10-K are incorporated by reference from the 1993 Annual Report to Shareholders. Exhibit 22 - Subsidiaries - See "Part I, Item 1. Description of Business." Exhibit 24 - Independent Auditors' Consent, Page 37. (b) Reports on Form 8-K: A Current Report on Form 8-K was filed on December 22, 1993 to report the resignation of Douglas O. Allred from SDG&E's Board of Directors. 36 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference of our report dated February 25, 1994 (which report contains an explanatory paragraph referring to the Company's consideration of alternative strategies for its 80 percent-owned subsidiary, Wahlco Environmental Systems, Inc.) appearing on page 38 of the 1993 Annual Report to Shareholders of San Diego Gas & Electric Company in this Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of the above-mentioned report in San Diego Gas & Electric Company Post-Effective Amendment No. 1 to Registration Statement No. 33-46736 on Form S-3, Post-Effective Amendment No. 4 to Registration Statement No. 2-71653 on Form S-8, Registration Statement No. 33-7108 on Form S-8, Amendment No. 1 to Registration Statement No. 33-21971 on Form S-3, Registration Statement No. 33-45599 on Form S-3, Registration Statement No. 33-52834 on Form S-3 and Registration Statement No. 33-49837 on Form S-3; and SDO Parent Co., Inc. Registration Statement No. 2-98332 on Form S-4 as amended by Post-Effective Amendment No. 1 on Form S-3. Deloitte & Touche San Diego, California March 3, 1994 37 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SAN DIEGO GAS & ELECTRIC COMPANY February 28, 1994 By: /s/ Thomas A. Page ----------------------------- Thomas A. Page Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date - ------------------------------------------------------------------------- Principal Executive Officer: /s/ Thomas A. Page - --------------------------- Thomas A. Page Chairman, President and Chief February 28, 1994 Executive Officer and a Director Principal Financial Officer: /s/ Malyn K. Malquist - --------------------------- Malyn K. Malquist Vice President-Finance and February 28, 1994 Treasurer Principal Accounting Officer: /s/ Frank H. Ault - --------------------------- Frank H. Ault Vice President and Controller February 28, 1994 Directors: /s/ Richard C. Atkinson - --------------------------- Richard C. Atkinson Director February 28, 1994 /s/ Ann Burr - --------------------------- Ann Burr Director February 28, 1994 /s/ Richard A. Collato - --------------------------- Richard A. Collato Director February 28, 1994 /s/ Daniel W. Derbes - --------------------------- Daniel W. Derbes Director February 28, 1994 /s/ Robert H. Goldsmith - --------------------------- Robert H. Goldsmith Director February 28, 1994 /s/ Ralph R. Ocampo - ------------------------- Ralph R. Ocampo Director February 28, 1994 /s/ Catherine Fitzgerald Wiggs - -------------------------------- Catherine Fitzgerald Wiggs Director February 28, 1994

EXHIBIT 3.1
                 BYLAWS OF SAN DIEGO GAS & ELECTRIC COMPANY
                 ------------------------------------------

                      RESTATED AS OF DECEMBER 20, 1993


                                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 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
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.  The regular meetings of the Board
shall be held immediately after each annual meeting of the Shareholders in
April, and on the fourth Monday of each other month, at 1:00 p.m. at the
principal office of the corporation in San Diego, California.  If any such
date is a legal holiday, the meeting shall be held on the next day which is
not a holiday.  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 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 at 11:00 a.m. on the fourth Tuesday in April in each year or on
a date and at a time determined to be appropriate by the Board of Directors. 
If such day is a legal holiday, the meeting shall be held on the next day
which is not a holiday.

          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.

          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.  The Certificates of 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 the President or a Vice
President, and by 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 or
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 avoid 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, 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 Restated
               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
attorney's 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 or 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 Restated
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.

EXHIBIT 3.3

           CERTIFICATE OF DETERMINATION OF PREFERENCES
          OF PREFERENCE STOCK (CUMULATIVE), $1.82 SERIES,
                     WITHOUT PAR VALUE, OF
                 SAN DIEGO GAS & ELECTRIC COMPANY

     MALYN K. MALQUIST and CONSTANCE K. GOATES certify that:  

     1.   They are the Vice President of Finance and Treasurer, and the 
Assistant Secretary, respectively, of San Diego Gas & Electric Company, a 
California corporation.

     2.   The Executive Committee of the Board of Directors duly adopted the 
following resolutions:

     NOW, THEREFORE, BE IT RESOLVED, that Six Hundred Forty Thousand       
     (640,000) shares of this Corporation's unissued Preference Stock   
     (Cumulative), without par value, shall constitute a series designated  
    "Preference Stock (Cumulative), $1.82 Series, Without Par Value"    
     (referred to hereinafter as the "$1.82 Series Preference Stock"), and   
     having the rights, preferences, privileges and restrictions as follows:

                                 SECTION I.
                      DIVIDEND RATE, LIQUIDATION PREFERENCES

          1.1    DIVIDEND RATE.  The holders of the $1.82 Series Preference   
     Stock shall be entitled to receive cumulative dividends at the rate of
     $.455 per share per quarterly period from the date on which each
     respective share of the $1.82 Series Preference Stock is originally 
     issued.  The first such dividends shall be payable on January 15, 1994  
     for the period commencing on the date of original issuance of the $1.82 
     Series Preference Stock and ending on said January 15, and thereafter 
     quarterly on the fifteenth day of January, April, July and October in   
     each year.

          1.2   PRO-RATA DIVIDENDS.  The Corporation shall not declare or pay
     any dividend on any shares of the $1.82 Series Preference Stock or on
     any shares of any other series of Preference Stock (Cumulative) or
     Cumulative Preferred Stock of the Corporation (together, the "Preferred
     Stock") which ranks on a parity with the $1.82 Series Preference Stock 
     for any quarterly dividend period unless the Corporation shall declare 
     and pay or set apart for payment a ratable dividend on the $1.82 Series 
     Preference Stock and such parity Preferred Stock in proportion to the   
     full preferential amounts to which each such series is entitled.

          1.3   LIQUIDATION PREFERENCES.  In the event of any liquidation,
      dissolution or winding-up of the Corporation, the holders of the
      $1.82 Series Preference Stock shall be entitled to receive out of the
      assets of the Corporation available for distribution to shareholders,
      before any distribution of the assets shall be made to the holders of
      the Common Stock or any other class or series of stock ranking as to
      dividends or assets junior to the $1.82 Series Preference Stock, $25.00
      per share, plus an amount equal to the dividends accrued and unpaid 
      thereon, whether or not declared, to the date fixed for payment.
          1.4   PRO-RATA DISTRIBUTION.  If upon any liquidation, dissolution 
       or winding-up of the Corporation, the amounts payable with respect to
       the $1.82 Series Preference Stock and any other series of Preferred 
       Stock of the Corporation which ranks on a parity with the $1.82 Series
       Preference Stock are not paid in full, the holders of the $1.82 Series
       Preference Stock and such parity Preferred Stock shall share ratably
       in any distribution of assets in proportion to the full preferential
       amounts to which they are entitled.

                                 SECTION 2
                                 REDEMPTION

          2.1    OPTIONAL REDEMPTION.  The $1.82 Series Preference stock
        shall not be redeemable prior to November 15, 1998.  Thereafter, the 
        $1.82 Series Preference Stock shall be redeemable, at the option of
        the Corporation, at any time as a whole, or from time to time in
        part, at $26.00 per share, plus in each case an amount equal to
        dividends accrued and unpaid thereon to the redemption date.

         2.2     GENERAL.  At least 30 (but not more than 60) days' previous
        notice of every redemption of the $1.82 Series Preference Stock
        pursuant to section 2.1 shall be mailed, addressed to the holders of
        record of the shares to be redeemed at their respective addresses, as
        the same shall appear on the books of the Corporation, or in any case
        where no such address shall appear, then addressed to such
        shareholder at the principal office of the Corporation, but the
        failure to mail such notice as aforesaid shall not invalidate the
        redemption of the shares so redeemed.  The particular shares of $1.82
        Series Preference Stock to be redeemed by reason of section 2.1 shall
        be selected pro-rata in proportion to the number of shares of $1.82
        Series Preference Stock held by such holder; provided that any
        fractional share that would otherwise be redeemed by virtue of any
        pro-rata redemption shall be rounded to the nearest whole share.

                                  SECTION 3.
                              MISCELLANEOUS PROVISIONS

            3.1   RANKING.  The $1.82 Series Preference Stock shall rank
         equally with all series of the Cumulative Preferred Stock ($20 par
         value) and all series of Preference Stock (Cumulative) of the 
         Corporation with respect to priority in the payment of dividends,
         mandatory redemptions, and in the distribution of assets upon any 
         liquidation, whether voluntary or involuntary.

            3.2   RESTRICTIONS ON DIVIDEND RIGHTS AND ACQUISITIONS OF OTHER
         STOCK.  So long as any of the $1.82 Series Preference Stock is
         outstanding, the Corporation shall not declare or pay any dividend
         on or make any distribution of property with respect to any of the
         Common Stock or on any other stock of the Corporation having rights
         or preferences as to dividends or assets junior to the rights and
         preferences of the $1.82 Series Preference Stock, or redeem,
         purchase or otherwise acquire any such stock or any stock on a
         parity with the $1.82 Series Preference Stock for value unless in
         each case full cumulative dividends on the $1.82 Series Preference
         Stock then due and payable shall have been declared and paid or a
         sum in cash sufficient for the payment thereof set apart for
         payment.

             3.3   STATUS OF REDEEMED OR REACQUIRED SHARES.  All shares of   
         $1.82 Series Preference Stock redeemed or otherwise reacquired by
         the Corporation shall not be reissued or otherwise disposed of as
         part of the series created hereby but shall be retired and restored
         to the status of authorized but unissued shares of Preference Stock
         (Cumulative).

             3.4   NO CONVERSION RIGHTS.  No $1.82 Series Preference Stock
         shall be convertible into or exchangeable for other securities of
         the Corporation.

            3.5    VOTING RIGHTS.  The holders of the $1.82 Series Preference
         Stock shall have the voting rights set forth with respect to the
         Corporation's Preference Stock (Cumulative) in the Restated Articles
         of Incorporation of the Corporation.

            3.6    INCORPORATION BY REFERENCE.  The rights, preferences,
         privileges and restrictions expressly set forth in the Corporation's
         Restated Articles of Incorporation, as amended, with respect to
         Preference Stock (Cumulative) are hereby incorporated by this 
         reference.

     3.   The total number of shares of Preference Stock (Cumulative) which 
this corporation is authorized to issue is 10,000,000 and the total       
number of shares constituting the series designated "Preference Stock  
(Cumulative), $1.82 Series, Without Par Value" is 640,000, and none of       
the shares of said series have been issued.


    We further declare under penalty of perjury under the laws of the State
of California that we have read the foregoing Certificate and know the
contents thereof and that the same is true and correct of our own knowledge.


Date: November 15, 1993 _____________________________________
                        Malyn K. Malquist, Vice President of Finance and
                        Treasurer of San Diego Gas  & Electric Company



Date: November 15, 1993  ______________________________________
                         Constance K. Goates, Assistant Secretary of San
                         Diego Gas & Electric Company




EXHIBIT 3-4

                 CERTIFICATE OF DETERMINATION OF PREFERENCES
                OF PREFERENCE STOCK (CUMULATIVE), $1.70 SERIES, 
                           WITHOUT PAR VALUE, OF
                      SAN DIEGO GAS AND ELECTRIC COMPANY



     THOMAS A. PAGE and D. M. RICHARDSON certify that:  

     1.  They are the Chairman of the Board and Chief Executive Officer, and
the Corporate Secretary, respectively, of San Diego Gas and Electric Company,
a California corporation.

     2.  The total number of shares of Preference Stock (Cumulative) which
this corporation is authorized to issue is 10,000,000 and the total number of
shares constituting the series designated "Preference Stock (Cumulative),
$1.70 Series, Without Par Value" is 1,400,000 and none of the shares of said
series have been issued.

     3.  The Executive Committee of the Board of Directors duly adopted the 
following resolutions:

     NOW, THEREFORE, BE IT RESOLVED, that One Million Four Hundred Thousand 
     (1,400,000) shares of this Corporation's unissued Preference Stock 
     (Cumulative), without par value, shall constitute a series designated 
     "Preference Stock (Cumulative), $1.70 Series, Without Par Value"
     (referred to hereinafter as the "$1.70 Series Preference Stock"), and
     having the rights, preferences, privileges and restrictions as follows:

                                SECTION 
                    DIVIDEND RATE, LIQUIDATION PREFERENCES

         1.1 DIVIDEND RATE.  The holders of the $1.70 Series Preference Stock
shall be entitled to receive cumulative dividends at the rate of $.425 per 
share per quarterly period from the date on which each respective share of 
the $1.70 Series Preference Stock is originally issued.  The first such 
dividends shall be payable on October 15, 1993 for the period commencing on 
the date of original issuance of the $1.70 Series Preference Stock and ending
on said October 15, and thereafter quarterly on the fifteenth day of January,
April, July and October in each year.  Dividends payable on the $1.70 Series 
Preference Stock for any period less than a full quarterly dividend period, 
including the initial dividend period, shall be computed on the basis of a 
360-day year consisting of 12 30-day months.

         1.2 PRO-RATA DIVIDENDS.  The Corporation shall not declare or pay
any dividend on any shares of the $1.70 Series Preference Stock or on any 
shares of any other series of Preference Stock (Cumulative) or Cumulative 
Preferred Stock of the Corporation (together, the "Preferred Stock") which 
ranks on a parity with the $1.70 Series Preference Stock for any quarterly 
dividend period unless the Corporation shall declare and pay or set apart for
payment a ratable dividend on the $1.70 Series Preference Stock and such 
parity Preferred Stock in proportion to the full preferential amounts to 
which each such series is entitled.
          1.3 LIQUIDATION PREFERENCES.  In the event of any liquidation, 
dissolution or winding-up of the Corporation, the holders of the $1.70 Series
Preference Stock shall be entitled to receive out of the assets of the 
Corporation available for distribution to shareholders, before any 
distribution of the assets shall be made to the holders of the Common Stock 
or any other class or series of stock ranking as to dividends or assets 
junior to the $1.70 Series Preference Stock, an amount, in the case of 
voluntary liquidation, dissolution or winding-up, equal to $25.850 per share 
prior to October 15, 2003 and, thereafter, to the redemption price specified 
in section 2.1 below applicable on the date of such voluntary liquidation, 
dissolution or winding-up, and, in the case of involuntary liquidation, 
dissolution or winding-up, $25 per share, plus, in the case of each share 
(whether on voluntary or involuntary liquidation, dissolution or winding-up),
an amount equal to the dividends accrued and unpaid thereon, whether or not 
declared, to the date fixed for payment.

          1.4 PRO-RATA DISTRIBUTION.  If upon any liquidation, dissolution 
or winding-up of the Corporation, the amounts payable with respect to the 
$1.70 Series Preference Stock and any other series of Preferred Stock of the 
Corporation which ranks on a parity with the $1.70 Series Preference Stock 
are not paid in full, the holders of the $1.70 Series Preference Stock and 
such parity Preferred Stock shall share ratably in any distribution of assets
in proportion to the full preferential amounts to which they are entitled.

                                  SECTION 
                                 REDEMPTION

        2.1  OPTIONAL REDEMPTION.  The $1.70 Series Preference Stock shall 
not be redeemable prior to October 15, 2003.  Thereafter, the $1.70 Series 
Preference Stock shall be redeemable at the option of the Corporation, at any
time as a whole, or from time to time in part, at the following redemption 
prices per share if redeemed during the 12-month period beginning October 15 
in each of the following years: 2003 at $25.850; 2004 at $25.765; 2005 at 
$25.680; 2006 at $25.595; 2007 at $25.510; 2008 at $25.425; 2009 at $25.340; 
2010 at $25.255; 2011 at $25.170; 2012 at $25.085; 2013 and thereafter at 
$25.000 per share, plus in each case an amount equal to dividends accrued and
unpaid thereon to the redemption date.

        2.2  GENERAL.  At least 30 (but not more than 60) days' previous 
notice of every redemption of the $1.70 Series Preference Stock pursuant to 
section 2.1 shall be mailed, addressed to the holders of record of the shares
to be redeemed at their respective addresses, as the same shall appear on the
books of the Corporation, or in any case where no such address shall appear, 
then addressed to such shareholder at the principal office of the 
Corporation, but the failure to mail such notice as aforesaid shall not 
invalidate the redemption of the shares so redeemed.  The particular shares 
of $1.70 Series Preference Stock to be redeemed by reason of section 2.1 
shall be selected pro rata in proportion to the number of shares of $1.70 
Series Preference Stock held by such holder; provided that any fractional 
share that would otherwise be redeemed by virtue of any pro-rata redemption 
shall be rounded to the nearest whole share.

                                 SECTION I.
                          MISCELLANEOUS PROVISIONS
         3.1  RANKING.  The $1.70 Series Preference Stock shall rank equally 
with the Cumulative Preferred Stock ($20 par value) and all other series of 
Preference Stock (Cumulative) of the Corporation with respect to priority in 
the payment of dividends, mandatory redemptions, and in the distribution of 
assets upon any liquidation, whether voluntary or involuntary.

         3.2  RESTRICTIONS ON DIVIDEND RIGHTS AND ACQUISITIONS OF OTHER 
STOCK.  So long as any of the $1.70 Series Preference Stock is outstanding, 
the Corporation shall not declare or pay any dividend on or make any 
distribution of property with respect to any of the Common Stock or on any 
other stock of the Corporation having rights or preferences as to dividends 
or assets junior to the rights and preferences of the $1.70 Series Preference
Stock, or redeem, purchase or otherwise acquire any such stock or any stock 
on a parity with the $1.70 Series Preference Stock for value unless in each 
case full cumulative dividends on the $1.70 Series Preference Stock then due 
and payable shall have been declared and paid or a sum in cash sufficient for
the payment thereof set apart for payment.

        3.3  STATUS OF REDEEMED OR REACQUIRED SHARES.  All shares of $1.70 
Series Preference Stock redeemed or otherwise reacquired by the Corporation 
shall not be reissued or otherwise disposed of as part of the series created 
hereby but shall be retired and restored to the status of authorized but 
unissued shares of Preference Stock (Cumulative).

        3.4   NO CONVERSION RIGHTS.  No $1.70 Series Preference Stock shall 
be convertible into or exchangeable for other securities of the Corporation.

        3.5  VOTING RIGHTS.  The holders of the $1.70 Series Preference 
Stock shall have the voting rights set forth with respect to the 
Corporation's Preference Stock (Cumulative) in the Restated Articles of 
Incorporation of the Corporation.

        3.6  INCORPORATION BY REFERENCE.  The rights, preferences, 
privileges and restrictions expressly set forth in the Corporation's Restated
Articles of Incorporation, as amended, with respect to Preference Stock 
(Cumulative) are hereby incorporated by this reference.

       We further declare under penalty of perjury under the laws of the 
State of California that we have read the foregoing Certificate and know the 
contents thereof and that the same is true and correct of our own knowledge.

Date: August __, 1993             _________________________________
                                  Thomas A. Page, Chairman of the Board and
                                  Chief Executive Officer of San Diego Gas
                                  and Electric Company



Date: August __, 1993              _________________________________
                                   D. M. Richardson, Secretary of San Diego
                                   Gas and Electric Company





EXHIBIT 10.1
                      SAN DIEGO GAS & ELECTRIC COMPANY

                   1994 DEFERRED COMPENSATION AGREEMENT

                               FOR OFFICERS #3



THIS AGREEMENT is made and entered into this 31st day of December, 1993, by and
between San Diego Gas & Electric Company (hereinafter "SDG&E") and
_____________________________________ (hereinafter "Officer"), an elected
officer of SDG&E.

                                 WITNESSETH:

     WHEREAS, SDG&E desires to provide Officer with the opportunity to defer
 base compensation that is payable for services to be rendered after the date
 of this Agreement and which, as a result of amendments to the Internal Revenue
 Code ("Code") made by the Tax Reform Act of 1986 ("1986 Tax Act"), cannot be
 contributed on Officer's behalf as Pretax Contributions to the SDG&E Savings
 Plan ("Savings Plan"); and

     WHEREAS, SDG&E desires to match, as an additional SDG&E contribution, a
percentage of the Officer's base compensation deferred pursuant to this
Agreement; and

     WHEREAS, Officer and SDG&E desire that the payment of a portion of
Officer's base compensation and the additional matching contribution be deferred
pursuant to the terms and provisions of this Agreement.

     NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:

     1.   This Agreement shall be effective upon its execution by SDG&E and
Officer with respect to base compensation which would otherwise be payable to
Officer for services rendered after such execution and shall continue in effect
until this Agreement is terminated as provided herein.  Officer shall be
eligible to enter into this Agreement only if Officer has elected the maximum 
Basic Contribution under the Savings Plan for which Officer is eligible.

     2.   SDG&E shall credit to an account on SDG&E's books, in Officer's name,
that percentage of Officer's base compensation (in equal biweekly installments
of whole dollar amounts) otherwise payable to Officer as may be specified by
Officer in this Agreement's Election Form.  The amount credited under this
paragraph 2 may not exceed the percentage of Officer's base compensation that
may  be contributed as Pretax Contributions or After-tax Contributions under the
terms of the Savings Plan (determined prior to any reduction of such percentage
required under applicable law), reduced by any amount contributed by Officer as
After-tax Contributions or on Officer's behalf as Pretax Contributions to the
Savings Plan.  Further, the amount credited under this paragraph 2 shall be
limited to an amount which, when added to SDG&E's matching contribution under
paragraph 3 of this Agreement and all allocations to his or her accounts under
the Savings Plan, does not exceed the maximum amount that could have been
allocated to Officer's Savings Plan accounts pursuant to Section 415 of the
Code, as in effect prior to the enactment of the 1986 Tax Act.  For purposes of
this paragraph 2, "base compensation" shall include Officer's Pretax
Contributions to the Savings Plan.  SDG&E shall have the sole and complete
authority to determine the maximum amount that may be credited under this
paragraph 2.

     3.   In addition, as amounts are credited to Officer's account under
paragraph 2, SDG&E shall also credit to Officer's account, as a matching
contribution, an amount equal to the SDG&E Matching Contributions that would
have been contributed on Officer's behalf to the Savings Plan (reduced by
Matching Contributions actually made to the Savings Plan for Officer) under the
provisions of the Code prior to enactment of the 1986 Tax Act, if the amount
deferred under paragraph 2 had been contributed to the Savings Plan as Pretax
Contributions or After-tax Contributions.

     4.   There shall be credited to Officer's account an additional amount
equal to seven percent (7%) per annum of the balance in Officer's account as of
the end of each month.  SDG&E reserves the right to increase or decrease from
time to time such percentage credited with respect to amounts to be credited
under paragraphs 2 and 3 to the account after the date of such increase or
decrease, provided that upon a "change-in-control" (as defined in the SDG&E
Amended 1986 Long-Term Incentive Plan) no decrease will result in a percentage
credited under the previous sentence of less than the last published interest
rate shown in Moody's Average of Yields on Public Utility Bonds for a utility
having a rating equivalent to SDG&E.

     5.   All amounts credited to Officer's account pursuant to paragraphs 2,
3, and 4 hereof shall be paid to Officer upon his or her termination of services
as an Officer in the form and over the period specified by Officer on this
Agreement's Election Form; provided, however, the SDG&E Compensation Committee
("Committee") may, in its sole discretion, provide instead for payment of the
amount in Officer's account in a form and over a period determined by such
Committee except that the Committee's authority and discretion to change the
form or period of distribution shall terminate upon such a "change-in-control."

     6.   In the event of Officer's death after installment payments to Officer
have commenced hereunder, installment payments shall continue to be paid to the
person(s) specified by Officer on the Election Form  for the remainder of the
period selected by Officer on the Election Form.  In the event of Officer's
death before any payment has been made under this Agreement, Officer's account
shall be distributed or commence to be distributed, as soon as administratively
practicable after Officer's death, to the person(s) specified by Officer on this
Agreement's Election Form in the form and over the period selected on such
Election Form.  The Committee may, in its sole discretion, provide instead for
payment of the amount in Officer's account to Officer's beneficiary in a form
and over a period determined by the Committee except that the Committee's
authority and discretion to change the form or period of distribution shall
terminate upon such a "change-in-control."

     If Officer's spouse is the beneficiary, the annual amount of any
installment payments under this paragraph 6 shall at least equal the entire
annual income earned by the account and if the spouse dies prior to distribution
of all amounts in Officer's account, all undistributed income on such account
shall be distributed to the spouse's estate.  Upon the death of Officer's

beneficiary, the balance in Officer's account (after the application of the
previous sentence, if the spouse is the beneficiary) shall be distributed to the
person(s) designated by the beneficiary on a form provided by SDG&E or, if no
designation is made, to the beneficiary's estate.

     7.   No amounts credited to Officer's account may be assigned, transferred,
encumbered, or made subject to any legal process for the payment of any claim
against Officer, Officer's spouse or other beneficiary.  In no event shall
Officer, Officer's spouse, or other beneficiary have the right to recover any
amount credited to Officer's account other than in accordance with this
Agreement.

     8.   Nothing contained in this Agreement and no action taken pursuant to
the provisions of this Agreement shall create or be construed to create a trust
of any kind, or a fiduciary relationship between SDG&E and Officer or any other
person.  To the extent that any person acquires a right to receive payments from
SDG&E under this Agreement, such right shall be no greater than the right of any
unsecured general creditor of SDG&E.  Title to and beneficial ownership of any
assets, whether cash or investments, which SDG&E may earmark to pay the deferred
compensation hereunder, shall at all times remain assets of SDG&E and neither
Officer nor any other person shall, under this Agreement, have any property
interest whatsoever in any specific assets of SDG&E.

     9.   The existence of this Agreement shall not confer upon Officer the
right to continue to serve as an Officer for any period of time.

    10.   This Agreement shall be deemed to modify any provisions in an
employment agreement between Officer and SDG&E pertaining to the timing of
payment of base compensation and, in the event of any conflict between this
Agreement and such provisions of the employment  agreement, this Agreement shall
control.
    11.   This Agreement may be terminated by SDG&E upon thirty days' written
notice to Officer.  This Agreement will also terminate upon Officer's filing of
an election of a Basic Contribution percentage which is less than the maximum
for which he or she is eligible under the Savings Plan.  Termination of the
Agreement shall be applicable only with respect to base compensation payable to
Officer on and after the first day of the calendar year following the date of
termination.  Funds previously deferred and credited (and income earned on such
funds)  will continue to be governed by the applicable year's Officer's Deferred
Compensation Agreement Election Form and Section 4 of this Agreement.

    12.   Officer acknowledges that Officer has been advised that Officer may
confer with and seek advice from a tax or financial advisor of Officer's choice
concerning this deferral.  Officer further acknowledges that Officer has not
received tax advice from SDG&E nor has Officer relied upon information provided
by SDG&E in electing to make this deferral.

     IN WITNESS WHEREOF,  this Agreement has been executed on the day and year
written above.

OFFICER                           SAN DIEGO GAS & ELECTRIC COMPANY

__________________________         By: __________________________


EXHIBIT 10.2
                    SAN DIEGO GAS & ELECTRIC COMPANY

                   1994 DEFERRED COMPENSATION AGREEMENT

                               FOR OFFICERS #1

                          (1994 BASE COMPENSATION)

                                (1995 BONUS)




     THIS AGREEMENT, made and entered into this 31st day of December, 1993, by
and between San Diego Gas & Electric Company, (hereinafter "Company") and
____________________________________ (hereinafter "Officer"), an elected Officer
of Company.

                                  WITNESSETH:

     WHEREAS, in addition to 1994 base compensation, incentive compensation
payable in the form of a single sum cash bonus may be paid to Officer in 1995
for outstanding performance in 1994 ("1995 Bonus"); and

     WHEREAS, Officer and Company desire that the payment of said 1994 base
compensation and/or 1995 bonus to Officer be deferred, pursuant to the terms and
provisions of this Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  This Agreement shall be effective on the first date after its execution
upon which Officer's bonus would otherwise be payable to Officer for outstanding
performance and shall continue in effect until this Agreement is terminated as
provided herein.

     2.  Company shall credit to an account on Company's books, in Officer's
name, that portion of such Officer's bonus otherwise payable to Officer as may
be specified by Officer on an Election Form submitted to Company simultaneously
with the execution of this Agreement.  If an Officer has elected to defer 100%
of such Officer's bonus and the Officer is also participating in the Savings
Plan of San Diego Gas & Electric to the maximum extent permissible, such Officer
may also elect to defer, and Company shall credit to the Officer's account, a
portion of such Officer's base compensation (in equal monthly installments of
whole dollar amounts).

     3.  There shall be credited to Officer's account an additional amount equal
to seven percent (7%) per annum computed on the balance in Officer's account as
of the end of each month; provided, however, that  Company reserves the right
to increase or decrease from time to time such amounts to be credited to the
account after the date of such increase or decrease, provided that upon a
"change-in-control" (as defined in the SDG&E Amended 1986 Long-Term Incentive
Plan) the percentage used shall not decrease to less than the last published
percentage shown in Moody's Average of Yields on Public Utility Bonds for a
utility having a rating equivalent to SDG&E.

     4.  All amounts credited to Officer's account pursuant to paragraphs 2 and
3 hereof shall be paid to Officer on the date(s) specified by Officer on this
Agreement's Election Form.  In the event of Officer's death after installment
payments to Officer have commenced hereunder, installment payments shall 
continue to be paid to the person(s) specified by Officer on the Election Form
for the remainder of the period selected by Officer on this Agreement's Election
Form.  In the event of Officer's death before any payment has been made under
this Agreement, Officer's account shall be distributed or commence to be
distributed, as soon as administratively practicable after Officer's death, to
the person(s) specified by Officer on this Agreement's Election Form in the form
and over the period selected on such Election Form.  The Company's Executive
Compensation Committee may, in its sole discretion, provide instead for payment
of the amount in Officer's account to Officer's beneficiary in a form and over
a period determined by the Committee except that the Committee's authority and
discretion to change the form or period of distribution shall terminate upon
such a "change-in-control."  If Officer's spouse is the beneficiary, the annual
amount of any installment payments under this paragraph 4 shall at least equal
the entire annual income earned by the account and if the spouse dies prior to
distribution of all amounts in Officer's account, all undistributed income on
such account shall be distributed to the spouse's estate.  Upon the death of
Officer's beneficiary, the balance in Officer's account (after the application
of the previous sentence, if the spouse is the beneficiary)  shall be
distributed to the person(s) designated by the beneficiary on a form provided
by Company or, if no designation is made, to the beneficiary's estate.

     5.  No amounts credited to Officer's account may be assigned, transferred,
encumbered, or made subject to any legal process for the payment of any claim
against Officer, Officer's spouse or beneficiary.  In no event shall Officer,
Officer's spouse or beneficiary have the right to recover any amounts credited
to Officer's account other than in accordance with this Agreement.

     6.  Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between Company and the Officer or any
other person.   To the extent that any person acquires a right to receive
payments from Company under this Agreement, such right shall be no greater than
the right of any unsecured general creditor of Company.  Title to and 
beneficial ownership of any assets, whether cash or investments which Company
may earmark to pay the deferred compensation hereunder, shall at all times
remain assets of Company and neither the Officer nor any other person shall,
under this Agreement, have any property interest whatsoever in any specific
assets of Company.


     7.  The existence of this Agreement shall not confer upon any Officer any
right to continue to serve as an Officer for any period of time.

     8.  This Agreement  may be terminated by Company upon 30 days written
notice to the Officer.  Such termination shall be applicable only with respect
to bonuses and/or base compensation payable to Officer on and after the first 
day of the calendar year following the date of termination.  Funds previously 
deferred and credited (and income earned on such funds) will continue to be 
governed by the applicable year's Officer's Deferred Compensation Agreement 
Election Form and Section 3 of this Agreement.

     9.  Officer acknowledges that Officer has been advised that Officer may 
confer with and seek advice from a tax or financial advisor of Officer's choice 
concerning this deferral.  Officer further acknowledges that Officer has not 
received tax advice from SDG&E nor has Officer relied upon information provided 
by SDG&E in electing to make this deferral.

     IN WITNESS WHEREOF, this Agreement has been executed on the day and year 
written above.



OFFICER                           SAN DIEGO GAS & ELECTRIC COMPANY



__________________________         By ____________________________


EXHIBIT 10.3
 
                    SAN DIEGO GAS & ELECTRIC COMPANY

                    1994 DEFERRED COMPENSATION AGREEMENT

                          FOR NONEMPLOYEE DIRECTORS



     THIS AGREEMENT, made and entered into this 31st day of December, 1993, by 
and between San Diego Gas & Electric Company, (hereinafter "SDG&E") and 
______________________________________ (hereinafter "Director"), a member of the
Board of Directors of SDG&E (hereinafter the "Board"),

                               WITNESSETH:

     WHEREAS, fees are paid to Directors as a retainer; and

     WHEREAS, Director and SDG&E desire that the payment of said fees to 
Director be deferred, pursuant to the terms and provisions of this Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  This Agreement shall be effective on the first date subsequent to its 
execution upon which Director's fees would otherwise be payable to Director for 
service as a member of the Board and shall continue in effect until this 
Agreement is terminated as provided herein.

     2.  SDG&E shall credit to an account on SDG&E's books, in Director's name, 
that portion of such Director's fees otherwise payable to Director as may be 
specified by Director on an election form submitted to SDG&E simultaneously with
the execution of this Agreement.

     3.  There shall be credited to Director's account an additional amount 
equal to seven percent (7%) per annum computed on the balance in Director's 
account as of the end of each month; provided, however, that SDG&E reserves the 
right to increase or decrease from time to time such amount with respect to 
amounts to be credited to the account subsequent to the date of such increase 
or decrease, provided that upon a "change-in-control" (as defined in the SDG&E 
Amended 1986 Long-Term Incentive Plan) the percentage used shall not decrease 
to less than the last published rate shown in Moody's Average of Yields on 
Public Utility Bonds for a utility having a rating equivalent to SDG&E.

     4.  All amounts credited to Director's account pursuant to paragraphs 2 and
3 hereof shall be paid to Director in a lump sum on the date specified by 
Director on the Director's election form.  In the event of Director's death 
before any payment due under this paragraph 4 has been paid, such payment due 
shall be paid in a lump sum to the person specified by the Director on the 
election  form as soon as administratively practicable.

     5.  No amounts credited to Director's account may be assigned, transferred,
encumbered, or made subject to any legal process for the payment of any claim 
against Director, Director's spouse or beneficiary.  In no event shall Director,
Director's spouse or beneficiary have the right to recover any fees credited to 
Director's account other than in accordance with this Agreement.
     6.  Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of 
any kind, or a fiduciary relationship between SDG&E and the Director or any 
other person.  To the extent that any person acquires a right to receive 
payments from SDG&E under this Agreement, such right shall be no greater than 
the right of any unsecured general creditor of SDG&E.  Title to and beneficial 
ownership of any assets, whether cash or investments which SDG&E may earmark to 
pay the deferred compensation hereunder, shall at all times remain assets of 
SDG&E and neither the Director nor any other person shall, under this Agreement,
have any property interest whatsoever in any specific assets of SDG&E.

     7.  The existence of this Agreement shall not confer upon any Director any 
right to continue to serve as a Director for any period of time.

     8.  This Agreement may be terminated by SDG&E upon 30 days written notice 
to the Director.  Such termination shall be applicable only with respect to fees
payable to Director on and after the first day of the calendar year following 
the date of termination.  Funds previously deferred and credited (and income 
earned on such funds) will continue to be governed by the applicable year's 
director election form and Section 3 of this Agreement.

     9.  Director acknowledges that Director has been advised that Director may 
confer with and seek advice from a tax or financial advisor of Director's choice
concerning this deferral.  Director further acknowledges that Director has not
received tax advice from SDG&E nor has Director relied upon information provided
by SDG&E in electing to make this deferral.

     IN WITNESS WHEREOF, this Agreement has been executed on the day and year 
written above.

DIRECTOR                           SAN DIEGO GAS & ELECTRIC COMPANY



__________________________          By:   ___________________________



EXHIBIT 10.4

                  SAN DIEGO GAS & ELECTRIC COMPANY
                    1986 LONG-TERM INCENTIVE PLAN
                 1993 RESTRICTED STOCK AWARD AGREEMENT
             _______________________________________________



     THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is
entered into this _____ day of _______________, 1993, by and
between SAN DIEGO GAS & ELECTRIC COMPANY, a California corporation
("SDG&E") and _____________________
______________________________________________________________
("Participant").

     WHEREAS, the Board of Directors of SDG&E ("the Board") has
adopted the 1986 Long-Term Incentive Plan (the "Plan"), which
provides for the granting to selected employees of SDG&E and its
subsidiaries of awards of Common Stock of SDG&E ("Restricted Stock
Awards");

     WHEREAS, the grant of Restricted Stock Awards is intended as
an incentive which will attract and retain highly competent persons
as officers and key employees of SDG&E and its subsidiaries;

     WHEREAS, Participant is a selected employee of SDG&E; and

     WHEREAS, the Executive Compensation Committee of the Board
(the "Committee") has authorized, and the Board has approved, the
grant of a Restricted Stock Award to Participant pursuant to the
terms of the Plan.

     NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:

1.   GRANT OF RESTRICTED STOCK AWARD

     SDG&E hereby grants to Participant, on the terms, conditions
and restrictions hereinafter set forth, and in accordance with the
Plan which is incorporated herein, as a matter of separate
inducement to achieve a certain goal set by the Board and not in
lieu of any salary or other compensation for Participant's
services, a Restricted Stock Award consisting of
______________________________________ (_____________) shares of
the authorized but unissued shares of SDG&E Common Stock, (the
"Shares").

2.   PURCHASE AND SALE OF SHARES


     Participant hereby purchases and acquires the Shares, and
SDG&E hereby sells and transfers the Shares to Participant.  
Concurrently with the execution hereof, SDG&E has delivered to
Participant, and Participant acknowledges receipt into escrow of,
a certificate or certificates evidencing the Shares, duly issued to
Participant by SDG&E.  Concurrently with the execution hereof,
Participant acknowledges that the Secretary or Assistant Secretary
of SDG&E, holds on behalf of Participant all certificates
evidencing the Shares. Participant also acknowledges prior receipt
of a prospectus for the Plan, a copy of the Plan, and an Annual
Report of SDG&E for the year 1992.  Participant shall execute all
such stock powers and other instruments of transfer in favor of
SDG&E as are necessary at any time in the future to perform this
contract.

3.   PURCHASE PRICE; PAYMENT

     The purchase price for the Shares shall be Two Dollars and
Fifty Cents ($2.50) per share.  In payment thereof, Participant has
delivered to SDG&E, on the date first written above, and SDG&E
acknowledges receipt of, a check payable to SDG&E in the amount of 
_________________________________________________________________
Dollars ($_________________).  SDG&E agrees that Participant shall
be deemed a shareholder of record with respect to the Shares on the
date first written above.

4.   RESTRICTED TERM

          (a) The Restricted Term with respect to the Shares shall
commence on the date first above written.  The restrictions will be
removed from and the restricted term will expire on one quarter of
the restricted shares after the end of each of the years 1994,
1995, 1996 and 1997 if:

                 (1)      At the end of each of such years SDG&E's 
                          earnings per share meets or exceeds the 
                          target earnings per share as set by the
                          Committee.

                  (2)     Beginning in 1995, at the end of any
                          quarter, the published quarterly earnings
                          meets or exceeds the previous year's
                          target earnings plus 25% of the annual
                          target per quarter.
                                                            
                  (3)     At the end of 1997, the restrictions on
                          any remaining Shares not released
                          previously will expire and the Shares
                          will be released to the Participant if a
                          total return to shareholders goal, as
                          determined by the Committee or the Board,
                          is met.


5.     VOTING AND OTHER RIGHTS

        During the Restricted Term, Participant shall, except as
otherwise provided herein, have all of the rights of a stockholder
with respect to all of the Shares subject to the Restricted Term,
including without limitation the right to vote such Shares and the
right to receive all dividends or other distributions with respect
to such Shares.  In connection with the payment of such dividends
or other distributions, there shall be deducted any taxes or other
amounts required by any governmental authority to be withheld and
paid over to such authority for the account of Participant.

6.     RESTRICTIONS ON INTER VIVOS TRANSFER

       During the Restricted Term, the Shares subject to the
Restricted Term shall not be sold, assigned, transferred,
hypothecated or otherwise alienated, disposed of or encumbered
except as provided in the Plan.  The certificate for such Shares
shall bear the following legend, or any other similar legend as may
be required by SDG&E:

      "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT
       BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR   
       OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT AS PERMITTED BY 
       SAN DIEGO GAS & ELECTRIC COMPANY'S 1986 LONG-TERM INCENTIVE 
       PLAN OR THE COMMITTEE WHICH ADMINISTERS THAT PLAN."

7.     TERMINATION OF PARTICIPANT'S 
       EMPLOYMENT

       In the event Participant ceases to be employed by SDG&E at
any time before the end of the Restricted Term for any reason,
Participant shall sell, and SDG&E shall purchase all Shares subject
to the Restricted Term for a price of Two Dollars and Fifty Cents
($2.50) per share.  Upon the delivery by SDG&E to its Secretary or
Assistant Secretary of (i) notice that Participant has ceased to be
so employed, and (ii) its check, payable to the order of
Participant, in the amount of such purchase price, said Secretary
or Assistant Secretary shall deliver to SDG&E all certificates
evidencing the Shares subject to the Restricted Term, accompanied
by stock powers and other instruments of transfer duly executed by
Participant, and shall deliver to Participant the check in the
amount of the purchase price for such Shares.

8.      ELECTION TO RECOGNIZE INCOME

        Check one:

        a.  ___    Participant elects, pursuant to the Internal
Revenue Code as amended, and the comparable provisions of state tax
law, to include in gross income in connection with the grant of
this Restricted Stock Award, all amounts now recognizable.

        b.  ___    Participant shall not elect, pursuant to the
Internal Revenue Code as amended, or comparable provisions of any
state tax law, to include any amount in gross income in connection
with the grant of this Restricted Stock Award.

9.      WITHHOLDING AND REGISTRATION

       (a)  Upon recognition of income as elected in paragraph 8
above, Participant shall, with respect to such Shares, make
payment, in the form of cash or a cashier's check or in the manner
stated in paragraph 9(b) below, to SDG&E in an amount sufficient to
satisfy any taxes or other amounts SDG&E determines is required by
any governmental authority to be withheld and paid over by SDG&E or
any of its subsidiaries to such authority for the account of
Participant (collectively, "Withholding Taxes"), or shall otherwise
make arrangements satisfactory to SDG&E for the payment of such
amounts through withholding or otherwise.  For purposes of
paragraph 8(a), such payment or arrangements shall be made by
DECEMBER ____, 1994.  For purposes of paragraph 8(b), the date
shall be 30 days after the restrictions are removed.  Participant 
shall, if requested by SDG&E, make appropriate representations in
a form satisfactory to SDG&E that such Shares will not be sold
other than pursuant to an effective registration statement under
the Securities Act of 1933, as amended, or an applicable exemption
from the registration requirements of such Act.

       (b)  Subject to the restrictions set forth in paragraph 9(c)
and such rules as the Committee may from time to time adopt and
upon approval by the Committee in its sole discretion, Participant
may elect to satisfy all or any portion of such Participant's tax
withholding obligations set forth in paragraph 9(a) by electing (i)
to have SDG&E withhold from delivery of any Shares otherwise
deliverable to Participant in the manner set forth in paragraph 10
hereof, a portion of such Shares to satisfy Withholding Taxes or
(ii) to deliver to SDG&E shares of Common Stock, no par value, of
SDG&E, other than those delivered to Participant in the manner set
forth in paragraph 10 hereof, to satisfy all or any portion of such
Participant's Withholding Taxes.  The number of Shares withheld
from delivery or such other shares delivered shall equal the number
of shares the Committee, in its sole discretion, determines to have
a fair market value equal to the amount of such Participant's
Withholding Taxes required to be withheld or paid over by SDG&E or
any of its subsidiaries and which Participant elected to be
satisfied by withholding or delivery of shares.

       (c)  Participant's election to satisfy all or any portion of
Participants Withholding Taxes under paragraph 9(b) is subject to
the following restrictions:

              (i)  such election must be made in writing on or 
                   before the date when the amount of Withholding
                   Taxes is required to be determined (the "Tax 
                   Date");


             (ii)  such election shall be irrevocable;

            (iii)  such election shall be subject to the approval 
                   or disapproval of the Committee, in its sole   
                   discretion;
             (iv)  the fair market value of the Shares to be      
                   withheld or other shares of Common Stock to be 
                   delivered to SDG&E for the purposes of         
                   satisfying all or any portion of such          
                   Participant's Withholding Taxes shall be deemed 
                   to be the average of the highest and lowest    
                   selling prices of such stock as reported on the 
                   New York Stock Exchange Composite Transactions 
                   Tape on the Tax Date, or if such stock is not  
                   traded that day, then on the next preceding day 
                   on which such stock was traded; and

             (v)     if Participant is or becomes subject to      
                     Section 16(b) of the Securities Exchange Act 
                     of 1934, as amended (the "1934 Act"), such   
                     election must be made either six months or   
                     more prior to the Tax Date or within a ten-day
                     period beginning on the third and ending on  
                     the twelfth business day following release for
                     publication of SDG&E's quarterly or annual   
                     summary statement of earnings in accordance  
                     with Rule 16b-3(e)(3)(iii) under the 1934 Act;
                     provided that no such election may be made
                     within six months of the grant of such       
                     Restricted Stock award, except in the case of 
                     death or disability of Participant."

10.     DELIVERY OF SHARES

        Upon expiration of the Restricted Term applicable to any
shares as provided in the manner stated in paragraph 4 above and
payment by the Participant as required in paragraph 9 above, the
Secretary of SDG&E shall deliver to Participant all certificates
evidencing the Shares free of legend and no longer subject to the
Restricted Term and all restrictions set forth herein with respect
to such Shares shall terminate.

        If at the end of 1997 the restrictions have not been
removed from and the Restricted Term has not expired on any of the
shares purchased by Participant under this Agreement, Participant
shall sell and SDG&E shall purchase all such shares for a price of
Two Dollars and Fifty Cents ($2.50) per share no later than
February 1, 1998.  The Secretary or Assistant Secretary shall
deliver to SDG&E all certificates evidencing such shares
accompanied by stock powers and other instruments of transfer duly
executed by Participant and shall deliver to Participant a check in
the amount of the purchase price for such shares.

11.     EFFECTS ON PARTICIPANT'S CONTINUED EMPLOYMENT
        Participant's right, if any, to continue to serve SDG&E and
its subsidiaries as an officer or employee shall not be enlarged or
otherwise affected by the grant to him or her of this Restricted
Stock Award, nor shall such grant in any way restrict the right of
SDG&E or any of its subsidiaries to terminate Participant's
employment at any time.


12.      FURTHER ACTION

         Each party hereto agrees to perform any further acts and
to execute and deliver any documents which may be reasonably
necessary to carry out the provisions hereof.

13.      PARTIES IN INTEREST AND GOVERNING LAW

         This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective assigns and
successors-in-interest, and shall be governed by and interpreted in
accordance with the laws of the State of California.

14.      ENTIRE AGREEMENT

         This Agreement contains the entire agreement and
understanding between the parties as to the subject matter hereof.

15.      INVALID PROVISIONS

         The invalidity or unenforceability of any particular
provision hereto shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.

16.      AMENDMENT

         No amendment or modification hereof shall be valid unless
it shall be in writing and signed by both parties hereto.

17.      COUNTERPARTS

         This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and taken together shall
constitute one and the same document.

18.       NOTICES

          All notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficient in all
respects only if delivered in person or sent via certified mail,
postage prepaid, addressed as follows:

          If to SDG&E:  San Diego Gas & Electric Company
                        P.O. Box 1831
                        San Diego, CA 92112
                       Attention:  Corporate Secretary

         If to Participant:

                       ________________________________________

                       ________________________________________

                       ________________________________________

or such other address as shall be furnished in writing by any such
party.  Any such notice or communication shall be deemed to have
been delivered when delivered in person or 48 hours after the date
it has been mailed in the manner described above.


         IN WITNESS WHEREOF, the parties hereto have executed this
Restricted Stock Award Agreement on the day and year first above
written.

                     PARTICIPANT


                     _____________________________________


                     SAN DIEGO GAS & ELECTRIC COMPANY



By:___________________________________

                     Title:_________________________________


EXHIBIT 10.5
                              CONFIDENTIAL

                      SAN DIEGO GAS & ELECTRIC COMPANY

                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                      (Restated as of November 22, 1993)

1.     PURPOSE AND NATURE OF PLAN; EFFECTIVE DATE.

     The purpose of the San Diego Gas and Electric Company Supplemental 
Executive Retirement Plan ("Plan") is to provide a retirement benefit in 
addition to that provided under the San Diego Gas & Electric Company Pension 
Plan to Officers or designated Executives of the Company.

     The Plan is unfunded.  Benefits are payable only from the general assets 
of the Company, and not from any separate fund or trust.  The Plan is exempt 
from the requirements of the federal Employee Retirement Income Security Act of 
1974 ("ERISA"), except for the reporting and disclosure requirements contained 
in Part 1 of Subtitle of Title I of ERISA.

     The Plan was effective July 15, 1981, and amended on April 24, 1985, 
October 20, 1986, April 28, 1987, October 24, 1988, November 21, 1988, October 
28, 1991, May 26, 1992, May 24, 1993, and November 22, 1993.

2.      DEFINITIONS.

     a.   BOARD OF DIRECTORS means the Board of Directors of San Diego Gas & 
Electric Company.

     b.   CAUSE means the termination of employment by the Company for:

          i.   the willful and continued failure to substantially perform 
assigned duties with the Company (other than any such failure resulting from 
incapacity due to physical or mental illness), after a request for substantial 
performance is delivered by the Board which specifically identifies the manner 
in which the Board believes the Officer or Executive has not substantially 
performed assigned duties, or

         ii.   the willful engaging in gross misconduct materially and 
demonstrably injurious to the Company.  No act, or failure to act, shall be 
considered "willful" unless done, or omitted to be done, not in good faith and 
without reasonable belief that the action or omission was in the best interest
of the Company.

               Notwithstanding the foregoing, an Officer or Executive shall not 
be deemed  to have been terminated for Cause unless and until there shall have 
been delivered to the Officer or Executive a copy of a resolution duly adopted 
by the affirmative vote of not less than three-quarters of the entire membership
of the Board, excluding the Officer or Executive if a Board member, at a meeting
of the Board called and held for the purpose (after reasonable notice and an 
opportunity, together with counsel, to be heard before the Board), finding that 
in the good faith opinion of the Board the Officer or Executive was guilty of 
conduct set forth above and specifying the particulars thereof in detail.

     c.   CHANGE-IN-CONTROL means (1) the dissolution or liquidation of the 
Company, (2) a reorganization, merger, or consolidation of the Company with one 
or more corporations as a result of which the Company is not the surviving 
corporation, (3) the acquisition of beneficial ownership, directly or 
indirectly, of more than 25% of the voting power of the outstanding stock of the
Company by one person, group, association, corporation, or other entity, (the 
group) coupled with the election to the Board of Directors of new members who 
were not originally nominated by the Board at the last annual meeting and who 
constitute a new majority of the Board or (4) upon the sale of all or 
substantially all the property of the Company.  The term Change-in-Control shall
not apply to any reorganization or merger initiated voluntarily by the Company 
in which the Company is the surviving entity.  At such time, or within three 
years thereafter, regardless of whether provisions are made in connection with 
such transaction for the continuance of the Plan, if the Company or surviving
corporation shall terminate the Officer's or Executive's employment for other 
than Cause, Retirement, Death, or Disability, or if the Officer or Executive 
shall terminate employment for Good Reason, then the Officer or Executive shall 
become eligible for and entitled to benefits calculated under the provisions in 
Section 4.a.i. with survivor benefits calculated under the provisions of Section
4.e.i., both based upon ten years of service and calculated without reference 
to the service ratio noted in Section 4.a.ii.  Such benefit shall be paid by the
Company to the Officer or Executive in a lump sum, in cash, on the fifth day 
following the date of termination.  Except for any limitations of Section 280G 
of the Internal Revenue Code described below, such amount will equal the
Actuarial Present Value of the benefit so determined.  However, if the Officer
or Executive is otherwise eligible for Early Retirement pursuant to Section
2.f.i., he or she may, at his or her sole discretion, elect to receive the
benefit determined above as an early retirement benefit, reduced for early
commencement by the appropriate early retirement reduction factor as determined
in accordance with the Pension Plan, but without adjustment by the service ratio
noted in Section 4.a.ii.  Actuarial Present Value shall be determined on the 
basis of 7.75% interest and using the UP-1984 Unisex Pension Mortality Table for
post-retirement ages only.  The Actuarial Present Value of the benefit 
calculated pursuant to Section 4.a.i. shall be determined as the present value 
of an annuity deferred to age 62 (or an immediate annuity, if the Officer or 
Executive has attained a greater age on the date of determination) assuming an 
eligible spouse at annuity  commencement as described in the following two 
sentences.  If the Officer or Executive is married at the time of lump sum 
payment, the Actuarial Present Value shall be calculated assuming the marriage 
continues to retirement.  If the Officer or Executive is unmarried, the 
Actuarial Present Value shall be calculated assuming the presence of a spouse, 
three years younger than the Officer or Executive, at retirement.  The Actuarial
Present Value of the Offset to Retirement Benefits, pursuant to Section 4.b. 
shall be determined as the present value of an annuity deferred to Normal 
Retirement Age under the Pension Plan (or an immediate annuity, if the Officer 
or Executive has attained a greater age on the date of determination) and 
without reference to potential increases in such benefits pursuant to cost of 
living adjustments.  However, such amount shall not exceed 2.99 times the 
Officer's or Executive's "annualized includable compensation for the base 
period" (as defined in Section 280G(d) of the Internal Revenue Code of 1986, as 
amended (the "Code")) applicable to the Change-in-Control of the Company prior 
to such Date of Termination; PROVIDED, HOWEVER, that if the lump sum severance 
payment under this Section, calculated as set forth above, either alone or 
together with other payments which the Officer or Executive has the right to 
receive from the Company, would constitute a "parachute payment" (as defined in 
Section 280G of the Code), such lump sum severance payment shall be reduced to
the largest amount as will result in no portion of the lump sum severance 
payment under this Section being subject to the excise tax imposed by Section 
4999 of the Code.  The determination of any reduction in the lump sum severance 
payment under this Section pursuant to the foregoing proviso shall be made by
the Company in good faith, and such determination shall be conclusive and 
binding on the Officer or Executive.

     d.   COMPANY means San Diego Gas & Electric Company.

     e.   EXECUTIVE means a management or highly compensated employee of the 
Company (within the meaning of Section 201(2) of ERISA) who is designated by the
Board of Directors, in its discretion, to be eligible to participate in the 
Plan.

     f.   FINAL PAY means the monthly base pay rate in effect during the month 
immediately preceding Retirement, plus 1/12 of the average of the highest three 
years' gross bonus awards, not necessarily consecutive, of the person concerned.

g.   GOOD REASON means termination of employment by the Officer or Executive 
when one or more of the following occurs without the Officer's or Executive's 
express written consent within three years after a Change-in-Control:

      i.   an adverse and significant change in the Officer's or Executive's 
position, duties, responsibilities or status with the Company, or a change in 
business location to a point outside the Company's service territory, except in 
connection  with the termination of employment by the Company for Cause or 
Disability, or as a result of voluntary Retirement at or after either the 
Officer's or Executive's Early (i.i) or Normal Retirement Date (i.ii.), or 
death, or for other than for Good Reason;

      ii.   a reduction by the Company in base salary or incentive compensation 
opportunity;

     iii.  the taking of any action by the Company to eliminate benefit plans 
without providing substitutes therefore, to reduce benefits thereunder or to 
substantially diminish the aggregate value of incentive awards or other fringe 
benefits including insurance and an automobile provided in accordance with the 
Company's standard policy; or

      iv.  a failure by the Company to obtain from any successor, before the 
succession takes place, an agreement to assume and perform this Plan.

h.   OFFICER means an officer of the Company, but not including assistant
officers or assistants to officers.  For example, an Assistant Secretary would 
not be considered as an Officer for the purposes of the Plan. 

i.   PENSION PLAN means the San Diego Gas & Electric Company Pension Plan.

j.   RETIREMENT.



     i.   EARLY RETIREMENT means retirement from service with the Company 
anytime after attaining age 55 and completing 5 Years of Service, but before age

65.  Provided there shall be no reduction in the Normal Retirement Benefit 
computed under Section 4.a.ii. in the case of an Officer or Executive who has 
attained age 62.

    ii.   NORMAL RETIREMENT means retirement from service with the Company at 
age 65 or, if later, upon the fifth anniversary of the date on which the Officer
or Executive became eligible to participate in the Plan.

   iii.   LATE RETIREMENT means retirement from service with the Company after 
Normal Retirement.

k.  YEARS OF SERVICE means Years of Service as defined in the Pension Plan, but 
including for purposes of this Plan only Years of Service from date of hire to 
the earlier of date of death, date of Early Retirement, or attainment of age 65.

l.  SURVIVING SPOUSE means the person legally married to an Officer or Executive
for at least one year prior to the Officer's or Executive's death.

m.  PARTICIPANT means the Officers and Executives who have been designated by 
the Company to participate in the Plan.

3.   ELIGIBILITY AND PARTICIPATION.

All Officers and Executives (as defined in Section 2.e) are eligible to 
participate in the Plan.

4.   BENEFITS.

a.   RETIREMENT BENEFITS.  Subject to the further provisions of this Section 4, 
Retirement Benefits will be computed and paid as follows:

     i.   NORMAL RETIREMENT BENEFIT shall be a monthly benefit equal to 6% times
Years of Service (to a maximum of 10 years) times Final Pay.

    ii.   EARLY RETIREMENT BENEFIT shall be the Normal Retirement Benefit
accrued to the date of Early Retirement, multiplied by the ratio of the lesser 
of his or her Years of Service to his or her date of Early Retirement or to age 
62 over his or her Years of Service projected to age 62, and further multiplied 
by the appropriate early retirement reduction factor as determined in accordance
with the Pension Plan.

   iii.   LATE RETIREMENT BENEFIT shall be the Normal Retirement Benefit accrued
to the Normal Retirement date (age 65) but not beyond, payable at Late 
Retirement.  However, the Board of Directors in its sole discretion, may 
increase the amount of the Late Retirement Benefit if the Officer or Executive 
concerned continues in the employment of the Company after age 65 at the request
of the Board of Directors.

b.   OFFSET TO RETIREMENT BENEFITS.  The retirement benefit payments set forth 
in Section 4.a. shall be reduced by the amount of the retirement payments, 
without regard to cost of living adjustments occurring after retirement, made 
to the retired Officer or Executive under the Pension Plan.

c.   NORMAL FORM OF RETIREMENT BENEFITS shall be a monthly benefit payable for 
the lifetime of the Officer or Executive, with benefits payable after his or her
death to a Surviving Spouse in accordance with Section 4.e.

d.   OPTIONAL FORMS OF RETIREMENT BENEFIT are not available.

e.   DEATH BENEFIT.

     i.   If death occurs before or after Retirement, a monthly lifetime benefit
shall be payable to the Surviving Spouse of the Officer or Executive, equal to 
3.0% times the Officer's or Executive's Year of Service (to a maximum of 10 
years) times Final Pay.

     ii.   Any payments made pursuant to this Section 4.e. shall be reduced by 
the amount of any benefits payable under the Pension Plan subsequent to the 
death of the Officer or Executive.

f.   TERMINATION OF SERVICE.

     No benefits will be payable under the Plan upon the termination of service 
of an Officer or Executive for reasons other than Death, Disability or 
Retirement, Change-in-Control or Good Reason under the Plan.
 
g.   DISABILITY BENEFIT.

     i.   If an Officer or Executive becomes disabled, as determined by the 
Board of Directors, a monthly benefit shall be payable to such Officer or 
Executive until the earlier of recovery, death or the later of age 65 or the 
fifth anniversary of the commencement of the disability, equal to 60% of Final 
Pay.

     ii.   Any payments made pursuant to this Section 4.g. shall be reduced by 
the amount of any disability benefits payable to the Officer or Executive and 
his or her family under any Company-sponsored disability program or governmental
disability program.

    iii.  Upon the cessation of Disability Benefits, subsequent Retirement or 
Surviving Spouses' benefits shall be calculated in accordance with other 
Sections of this Plan.

h.   ADJUSTMENT OF BENEFITS.

     Once determined, the benefits payable under the Plan may not be adjusted 
upward or downward (other than in accordance with the offset provisions 
contained in the Plan) except by action of the Board of Directors.  Any such 
adjustments shall be based upon, but need not be equivalent to, changes in the 
Consumer Price Index, All Items, U.S. City Average, of the Bureau of Labor 
Statistics of the U.S. Department of Labor.  The Board of Directors reserves the
right to so adjust benefits payable under the Plan at any time, whether such 
change occurs prior to the time an Officer or Executive retires or dies, or 
after the time payment of benefits commences.

i.   FORFEITURE OF BENEFITS.

     As a condition of receiving benefits under the Plan, an Officer or 
Executive shall not after Retirement voluntarily appear against the Company 
before any judicial or administrative tribunal or legislative body, on any 
matter about which he or she possesses any expertise or special knowledge 
relative to the Company's business.  Any breach of this condition will result 
in complete forfeiture of any further benefits under the Plan.

5.     ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Pension Committee of the Pension Plan, 
subject, however, to any action taken by the Board of Directors in respect to 
the Plan.  The Pension Committee shall have the authority to interpret the Plan,
shall file with the Department of Labor and distribute to the Officers or 
Executives the reports and other information required by ERISA, and shall 
otherwise be responsible for administration of the Plan.

The Committee (or the Board of Directors, to the extent provided in the Plan) 
shall have the exclusive right and full discretion to  interpret the Plan and 
to decide any and all matters arising hereunder (including the right to remedy 
possible ambiguities, inconsistencies or omissions), to make, amend and rescind 
such rules as it deems necessary for the proper administration of the Plan and 
to make all other determinations necessary or advisable for the administration 
of the Plan, including determinations regarding eligibility for benefits under 
the Plan and determinations of the amount of benefits payable under the Plan. 
All interpretations of the Committee or the Board of Directors with respect to 
any matter hereunder shall be final, conclusive and binding on all persons 
affected thereby.
No member of the Committee shall vote on any matter affecting such member.

6.     AMENDMENT AND TERMINATION OF THE PLAN.

The Board of Directors may amend or terminate the Plan at any time except that 
no such amendment or termination may occur as a result of a Change-in-Control, 
within three years after a Change-in-Control, or as a part of any plan to effect
a Change-in-Control.  However, no such amendment or termination shall apply to
any person who has then qualified for or is receiving benefits under the Plan.

7.     CLAIMS PROCEDURE.

The committee (and the Board of Directors, on the appeal of the denial of a
claim) has full discretion and the exclusive right to determine eligibility for
benefits under the Plan.  The Committee's decision on a claim for benefits is 
final and binding on all persons, except as to an appeal of the Committee's 
denial of a claim to the Board of Directors.  The Board of Directors' decision 
on an appeal of the Committee's denial of a claim for benefits is final and 
binding on all persons.

Any person who believes that benefits have been denied under the Plan to which 
he or she believes he or she is entitled may file a written claim with the 
Committee setting forth the nature of the benefit claimed, the amount thereof, 
and the basis for the claim of entitlement to such benefit.  The Committee shall
determine the validity of such claim and notify the claimant of the Committee's 
determination by first class mail within 90 days of the receipt of the written 
claim.  In the case of a denial of claim, the notice shall set forth in 
understandable language;

a.   The specific reason for the denial;

b.   Specific references to pertinent Plan provisions on which the denial is 
based;

c.   A description of any additional material or information necessary for the 
Claimant to perfect the claim and an explanation of why such material or 
information is necessary; and

 d.  An explanation of the Plan's claim review procedure.

Within 60 days of the receipt of a denial of his or her claim, the claimant, or 
an authorized representative may file a written request for a full review by the
Board of Directors of the claim for benefits.  The Board of Directors shall 
fully review the claim for benefits and the prior denial of the claim and shall 
provide an opportunity for the claimant, or an authorized representative to 
review pertinent documents and submit issues and comments in writing.  A 
decision upon review of the claim shall be made by the Board of Directors within
60 days of receipt of the request for review.  The decision on review shall be 
in writing, and in understandable language, shall state the specific reasons for
the decision, and shall include specific references to the pertinent Plan 
provisions on which the decision is based.  The decision of the Board of 
Directors after review shall be final and conclusive on all persons.

8.      MISCELLANEOUS.

a.    This Plan is "unfunded" and "maintained primarily for the purpose of 
providing deferred compensation to a select group of management or highly 
compensated employees" pursuant to Section 401(a)(1) of ERISA.  Nothing 
contained in this Plan and no action taken pursuant to the provisions of this 
Plan shall create or be construed to create a trust of any kind or a fiduciary 
relationship between the Company and an Officer, Executive, Surviving Spouse, 
or any other person.  To the extent that any person acquires a right to receive 
payments from the Company under this Plan, such right shall be no greater than 
the right of any unsecured general creditor of the Company.  Title to and 
beneficial ownership of any asset, whether case or investments, which the 
Company may earmark to pay the deferred compensation hereunder shall at all 
times remain assets of the Company, and neither an Executive, Officer, or 
Surviving Spouse nor any other person shall, under this Plan, have any property 
interest whatsoever in any specific assets in the Company.

b.    If any provision in the Plan is held by a court of competent jurisdiction 
to be invalid, void, or unenforceable, the remaining provisions shall 
nevertheless continue in full force and effect without being impaired or 
invalidated in any way.

c.    The Committee shall not recognize any transfer, mortgage, pledge, 
hypothecation, order or assignment by any Officer, Executive or Surviving Spouse
of all or part of his or her interest hereunder, and such interest shall not be 
subject in any manner to transfer by operation of law, and shall be exempt from 
the claims of creditors or other claimants from all orders, decrees, levies, 
garnishment and/or executions and other legal or equitable process or 
proceedings against such Officer, Executive or Surviving Spouse to the fullest 
extent which may be permitted by law;

d.    The Plan shall be construed in accordance with ERISA and, to the extent 
not preempted by ERISA, the laws of the State of California.
 
9.      OFFSET FOR CERTAIN BENEFITS PAYABLE UNDER SPLIT-DOLLAR LIFE INSURANCE
AGREEMENTS.

a.    OFFSET VALUE

Some of the Participants under this Plan own life insurance policies (the 
"Policies") purchased on their behalf by the Company.  The ownership of these 
Policies by each Participant is, however, subject to certain conditions (set 
forth in a "Split-Dollar Insurance Agreement" between the Participant and the 
Company) and, if the Participant fails to meet the conditions set forth in the 
Split-Dollar Life Insurance Agreement, the Participant may lost certain rights 
under the Policy.  In the event that a Participant satisfies the conditions 
specified in Section 4 or 5 of the Split-Dollar Life Insurance Agreement, so 
that the Participant or his or her beneficiary becomes entitled to benefits 
under one of those sections, the value of those benefits shall constitute an 
offset to any benefits otherwise payable under this Plan.  As the case may be, 
this offset (the "Offset Value") shall be calculated by determining the value 
of benefits paid or payable under the Split-Dollar Life Insurance Agreement, 
that is, the cash value of the Policy, or in the case of the Participant's 
death, the death benefits payable to the beneficiary under the Policy.  At the 
time when the Participant terminates employment, the Actuarial Equivalent (as 
defined in paragraph 9.d) of the Offset Value shall be compared to the Actuarial
Equivalent (as defined in paragraph 9.d) of the benefits payable under this Plan
(the "Plan Value"), and the Plan Value shall be reduced by the Actuarial
Equivalent of the Offset Value.  The Plan Value shall be calculated by assuming
that the Participant or beneficiary immediately commences the receipt of 
benefits upon termination of employment.

b.   MANNER AND CALCULATION OF PAYMENT.

     i.  At the time when the Participant terminates employment, if the Plan 
Value exceeds the Actuarial Equivalent (as defined in paragraph 9.d) of the 
Offset Value, the excess of the Plan Value over the Actuarial Equivalent of the 
Offset Value shall be paid to the Participant or beneficiary in the manner 
provided under this Plan; provided that, if the excess of the Plan Value over 
the Actuarial Equivalent of the Offset Value is less than $10,000, such excess 
shall be paid to the Participant or beneficiary at that time in a cash lump sum.

    ii.  Notwithstanding anything contained herein to the contrary, to avoid any
loss of benefits from the use of a mortality assumption of age 80 in the 
definition of Actuarial Equivalent in paragraph 9.d, if the Participant or 
Surviving Spouse survives past his or her 80th birthday, benefits shall be 
payable to him or her in the manner and amount provided under this Plan as if 
the offset provisions of this paragraph 9 had not been included in the Plan 
document.

c.     PAYMENT OF CERTAIN BENEFITS.

If the Policy described in paragraph 9.a insures the life of an individual other
than the  Participant (the "Insured Party"), and if such Insured Party dies 
prior to the Participant's becoming eligible for benefits under the Plan, and 
if the Participant or the Participant's beneficiary subsequently becomes 
eligible for benefits hereunder, the Plan Value (as defined in paragraph 9.a) 
shall be offset by the Actuarial Equivalent (as defined in paragraph 9.d) of the
death benefit previously paid to the Participant or the Participant's 
beneficiary pursuant to the Split-Dollar Life Insurance Agreement.  If the Plan 
Value exceeds the Actuarial Equivalent of the death benefit previously paid to 
the Participant or the Participant's beneficiary, such excess shall thereupon 
be paid in the manner provided under this Plan; provided that, if the remaining 
amount of the Plan Value is less than $10,000, such amount shall be paid to the 
Participant or beneficiary at that time in a cash lump sum.  Paragraph 9.b.ii 
shall also apply.

d.    ACTUARIAL EQUIVALENT.

For purposes of this paragraph 9, the Actuarial Equivalent shall mean a benefit 
in the form of a lump sum payment which has the equivalent value computed using 
the interest rate as defined in paragraph 9.e., compounded annually, and 
assuming that the Participant and Surviving Spouse each die on his or her 80th 
birthday and, in the case of the Plan Value, computed without reference to any 
potential increases in the benefit pursuant to cost of living adjustments; 
provided, however, that, in the case of a benefit payable pursuant to paragraph 
2.c hereof, the Actuarial Equivalent shall be the lump sum amount determined 
under paragraph 2.c.

e.    INTEREST RATE.

For purposes of this paragraph 9, the interest rate shall be fixed by the 
Executive Compensation Committee effective on the date the Participant or his 
or her beneficiary becomes entitled to benefits under the Split-Dollar Life 
Insurance Agreement.



EXHIBIT 10.6
                 AMENDED 1986 LONG-TERM INCENTIVE PLAN
                        RESTATEMENT AS OF 10/25/93

      1.    PURPOSE OF THE PLAN.

      The purpose of the 1986 Long-Term Incentive Plan is to promote the 
interests of San Diego Gas & Electric Company and its shareholders by 
encouraging officers and key employees to acquire stock or increase their 
proprietary interest in the Company.  By thus providing the opportunity to 
acquire Company stock and receive incentive payments, the Company seeks to 
attract and retain such key employees upon whose judgment, initiative, and 
leadership the success of the Company largely depends.

      2.   DEFINITIONS.

      Whenever the following terms are used in this Plan, they will have the 
meanings specified below unless the context clearly indicates the contrary.

           (a)  "Board of Directors" means the Board of Directors of San Diego 
Gas & Electric Company.

           (b)  "Change-in-Control" means (1) the dissolution or liquidation of 
the Company, (2) a reorganization, merger, or consolidation of the Company with 
one or more corporations as a result of which the Company is not the surviving 
corporation, (3) the acquisition of beneficial ownership, directly or 
indirectly, of more than 25% of the voting power of the outstanding stock of the
Company by one person, group, association, corporation, or other entity, (the 
group) coupled with the election to the Board of Directors of new members who
were not originally nominated by the Board at the last annual meeting and who 
constitute a new majority of the Board or (4) upon the sale of all or 
substantially all the property of the Company.  The term change-in-control shall
not apply to any reorganization or merger initiated voluntarily by the Company 
in which the Company is the surviving entity.

           (c)  "Committee" means the committee appointed to administer the Plan
pursuant to Section 4.

           (d)  "Company" means San Diego Gas & Electric Company and its 
subsidiaries.

           (e)  "Common Stock" means the common shares of San Diego  Gas & 
Electric Company and any class of common shares into which such common shares 
may hereafter be converted.

          (f)  "Dividend Equivalent" means the additional amount of Common Stock
issued in connection with an option, as described in Section 12.

          (g)  "Eligible Person" means an Employee eligible to receive an 
Incentive Award.

          (h)  "Employee" means any regular full-time employee of the Company, 
or of any of its present or future subsidiary corporations, as defined in 
Section 425(f) of the Internal Revenue Code of 1954, as amended (the "Code").

           (i)  "Fair Market Value" means the mean of the high and low sale 
prices reported for the Common Stock on the New York Stock Exchange for the five
(5) trading days immediately preceding the date as of which such determination 
is made.

           (j)  "Good Reason" means termination of employment by the Officer 
when one or more of the following occurs without the Officer's express written 
consent within three years after a change of control;

      (i)  an adverse and significant change in the Officer's position, duties, 
responsibilities or status with the Company, or a change in business location 
to a point outside the Company's service territory, except in connection with 
the termination of employment by the Company for Cause or Disability, or as a 
result of Voluntary Retirement at or after either the Officer's early (f.i.) or 
Normal Retirement Date (f.ii.) or death, or for other than for Good Reason;

     (ii)  a reduction by the Company in base salary or incentive compensation 
opportunity;

    (iii)  the taking of any action by the Company to eliminate benefit plans 
without providing substitutes therefore, to reduce benefits thereunder or to 
substantially diminish the aggregate value of incentive awards or other fringe 
benefits including insurance and an automobile provided in accordance with the 
Company's standard policy;

    (iv)  a failure by the Company to obtain  from any successor, before the 
succession takes place, an agreement to assume and perform this Plan; or


           (k)  "Holder" means a person holding an Incentive Award.

           (l)  "Incentive Award" means any Nonqualified Stock Option, Incentive
Stock Option, Restricted Stock, Stock Appreciation Right, Dividend Equivalent, 
Stock Payment or Performance Award granted under the Plan.

           (m)  "Incentive Stock Option" means an option as defined under 
Section 422 of the Code, including an Incentive Stock Option granted pursuant 
to Section 7 of the Plan.

           (n)  "Nonqualified Stock Option" means an option other than an 
Incentive Stock Option granted pursuant to Section 6 of the Plan.

           (o)  "Option" means either a Nonqualified Stock Option or Incentive 
Stock Option.

           (p)  "Plan" means the 1986 Long-Term Incentive Plan as set forth 
herein, which may be amended from time to time.

           (q)  "Restricted Stock" means Company stock sold to an eligible 
person at not less than Two Dollars and Fifty Cents ($2.50) per share, which is 
nontransferable and subject to substantial risk of forfeiture until restrictions
lapse.

           (r)  "Stock Appreciation Right" or "Right" means a right granted 
pursuant to Section 9 of the Plan to receive a number of shares of Common Stock 
or, in the discretion of the Committee, an amount of cash or a combination of 
share and cash, based on the increase in the Fair Market Value or Book Value of 
the shares subject to the right.

           (s)  "Performance Award" means an award whose value may be linked to 
stock value, book value, or other specific performance criteria which may be set
by the Board of Directors, but which is paid in cash, stock, or a combination 
of both.

           (t)  "Stock Payment" means a payment in shares of the Common Stock 
to replace all or any portion of the compensation (other than base salary) that 
would otherwise become payable to an Employee in cash.

     3.    SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
 
           (a)  Subject to the provisions of Section 3(c) and Section 14 of the 
Plan, the aggregate number of shares of Common Stock that may be issued or 
transferred pursuant to Incentive Awards or covered by Stock Appreciation Rights
unrelated to options under the Plan will not exceed 1,350,000.

           (b)  The shares to be delivered under the Plan will be made 
available, at the discretion of the Board of Directors or the Committee, either 
from authorized but unissued shares of Common Stock or from previously issued 
shares of Common Stock reacquired by the Company, including shares purchased on 
the open market.

           (c)  If any Incentive Award expires for any reason, the Common Stock 
that could have been delivered will not be charged against the limitation 
provided for in Section 3(a) and may again be made subject to Incentive Awards. 
However, shares as to which an Option has been surrendered in connection with 
the exercise of a related Stock Appreciation Right will not be available for any
future grant of Incentive Awards.


       4.    ADMINISTRATION OF THE PLAN.

            (a)  The Plan will be administered by the Committee, which will 
consist of two (2) or more directors (i) who are not eligible to receive 
Incentive Awards under the Plan, and (ii) who have not been eligible, at any 
time within one (1) year before appointment to the Committee, for selection as 
persons to whom Incentive Awards or Common Stock may be granted pursuant to the 
Plan or any other plan of the Company or any of its subsidiaries entitling the 
participants therein to acquire stock, Stock Appreciation Rights, or Options of 
the Company or any of its subsidiaries.  Unless and until the Board of Directors
appoints other members, the members of the Committee shall be the members of the
Executive Salary Review Committee of the Board of Directors, as such Executive 
Salary Review Committee may be constituted from time to time, excluding any 
members of the Executive Salary Review Committee who do not satisfy the criteria
set forth in the preceding sentence.

            (b)  The Committee has and may exercise such powers and  authority 
of the Board of Directors as may be necessary or appropriate for the Committee 
to carry out its functions as described in the Plan.  The Committee has 
authority in its discretion to determine the Eligible Persons to whom, and the 
time or times at which, Incentive Awards may be granted and the number of shares
or Rights subject to each award. Subject to the express provisions of the Plan, 
the Committee also has authority to interpret the Plan, and to determine the 
terms and provisions of the respective Incentive Award agreements (which need 
not be identical) and to make all other determinations necessary or advisable 
for Plan administration.  The Board of Directors has authority to prescribe, 
amend, and rescind rules and regulations relating to the Plan.  All 
interpretations, determinations, and actions by the Board of Directors or the 
Committee will be final, conclusive, and binding upon all parties.

           (c)  No member of the Board of Directors or the Committee will be 
liable for any action or determination made in good faith by the Board of 
Directors or the Committee with respect to the Plan or any Incentive and 
Performance Award under it.

    5.    ELIGIBILITY AND DATE OF GRANT.

         (a)  The Committee has authority, in its sole discretion, to determine 
and designate from time to time those Eligible Persons who are to be granted 
Incentive Awards, the type of Incentive Awards to be granted, and the number of 
Rights, shares of Common Stock, or the amount of cash subject to each Incentive 
Award.  Each Incentive Award will be evidenced by a written instrument and may 
include any other terms and conditions consistent with the Plan, as the 
Committee may determine.

         (b)  The date of grant of an Incentive Award will be the date the 
Committee takes the necessary action to approve the grant; provided, however, 
that if the minutes or appropriate resolutions of the Committee provide that an 
Incentive Award is to be granted as of a date in the future, the date of grant 
will be such future date.

     6.    NONQUALIFIED STOCK OPTIONS.

     The Committee may approve the grant of Nonqualified Stock Options to 
Eligible Persons, subject to the following terms and conditions:


           (a)  The purchase price of Common Stock under each Nonqualified Stock
Option may not be less than one hundred (100%) percent of the Fair Market Value 
of the Common Stock on the date the Nonqualified Stock Option is granted.

           (b)  No Nonqualified Stock Option may be exercised after ten (10) 
years and one day from the date of grant.

           (c)  Upon the exercise of a Nonqualified Stock Option, the purchase 
price will be payable in full in cash and/or its equivalent, such as Common 
Stock, acceptable to the Company.  Any shares so assigned and delivered to the 
Company in payment or partial payment of the purchase price will be valued at 
their Fair Market Value on the exercise date.

          (d)  No fractional shares will be issued pursuant to the exercise of 
a Nonqualified Stock Option nor will any cash payment be made in lieu of 
fractional shares.
     7.    INCENTIVE STOCK OPTIONS.

     The Committee may approve the grant of Incentive Stock Options to Eligible 
Persons, subject to the following terms and conditions:

           (a)  The purchase price of each share of Common Stock under an 
Incentive Stock Option will be at least equal to the Fair Market Value of a 
share of the Common Stock on the date of grant; provided, however, that if an 
Employee, at the time an Incentive Stock Option is granted, owns stock 
representing more than ten (10%) percent of the total combined voting power of 
all classes of stock of the Company (as defined in Section 425(e) or (d) of the 
Code), then the Exercise Price of each share of Common Stock subject to such 
Incentive Stock Option shall be at least one hundred and ten (110%) percent of 
the Fair Market Value of such share of Common Stock, as determined in the manner
stated above.

           (b)  No Incentive Stock Option may be exercised after ten (10) years 
from the date of grant; provided, however, that if any Employee, at the time an 
Incentive Stock Option is granted to him, owns stock representing more than ten 
(10%) percent of the total combined voting power of all classes of stock of the 
Company (as defined in Section 425(e) or (d) of the Code), the Incentive Stock 
Option granted shall not be  exercisable after the expiration of five (5) years 
from the date of grant.  Each Incentive Stock Option granted under this Plan 
shall also be subject to earlier termination as provided in this Plan.

          (c)  Upon the exercise of an Incentive Stock Option, the purchase 
price will be payable in full in cash and/or its equivalent, such as Common 
Stock, acceptable to the Company.  Any shares so assigned and delivered to the 
Company in payment or partial payment of the purchase price will be valued at 
their Fair Market Value on the exercise date.

          (d)  The Fair Market Value (determined at the time the Incentive Stock
Option is granted) of the shares of Common Stock for which any Employee may be 
granted Incentive Stock Options in any calendar year (including Incentive Stock 
Options under all plans of the Company) will not exceed One Hundred Thousand 
($100,000) Dollars plus any unused limit carryover to such year as determined 
under Section 422(c)(4) of the Code.

           (e)  An Incentive Stock Option may not be exercised while there is 
"outstanding" within the meaning of Section 422(c)(7) of the Code any Incentive 
Stock Option granted before the granting of such Incentive Stock Option to 
purchase stock in the Company, or in a predecessor corporation of any such 
corporation.  For this purpose, an Incentive Stock Option shall be treated as 
outstanding until (i) it is exercised in full, (ii) the Stock Appreciation 
Right, if any, related to such Incentive Stock Option is exercised in full, or 
(iii) the Incentive Stock Option expires solely by reason of the expiration of 
its original term.

          (f)  No fractional shares will be issued pursuant to the exercise of 
an Incentive Stock Option nor will any cash payment be made in lieu of 
fractional shares.

   8.  RESTRICTED STOCK.

The Committee may approve the grant of Restricted Stock to Eligible Persons, 
subject to the following terms and conditions:

           (a)  The Committee in its discretion will determine the purchase 
price which will not be less than Two Dollars and Fifty Cents ($2.50) per share.

           (b)  All shares of Restricted Stock sold or granted  pursuant to the 
Plan (including any shares of Restricted Stock received by the Holder as a 
result of stock dividends, stock splits, or any other forms of capitalization) 
will be subject to the following restrictions:


     (i)   The shares may not be sold, transferred, or otherwise alienated or 
hypothecated until the restrictions are removed or expire.

    (ii)  The Committee may require the Holder to enter into an escrow agreement

providing that the certificates representing Restricted Stock sold or granted 
pursuant to the Plan will remain in the physical custody of an escrow holder 
until all restrictions are removed or expire.

   (iii)  Each certificate representing Restricted Stock sold or granted 
pursuant to the Plan will bear a legend making appropriate reference to the 
restrictions imposed on the Restricted Stock.

    (iv)  The Committee may impose restrictions on any shares sold pursuant to 
the Plan as it may deem advisable, including, without limitation, restrictions 
designed to facilitate exemption from or compliance with the Securities Exchange
Act of 1934, as amended, with requirements of any stock exchange upon which such
shares or shares of the same class are then listed and with any blue sky or 
other securities laws applicable to such shares.

           (c)  The restrictions imposed under subparagraph (b) above upon 
Restricted Stock will lapse in accordance with a schedule or other conditions 
as determined by the Committee, subject to the provisions of Section 15, 
subparagraph (e).

          (d)  Subject to the provisions of subparagraph (b) above and Section 
15, subparagraph (e), the holder will have all rights of a shareholder with 
respect to the Restricted Stock granted or sold, including the right to vote the
shares and receive all dividends and other distributions paid or made with 
respect thereto.

     9.    STOCK APPRECIATION RIGHTS.

     The Committee may approve the grant of Rights related or unrelated to 
Options to Eligible Persons, subject to the following terms and conditions:

           (a)  A Stock Appreciation Right may be granted:

      (i)   at any time if unrelated to an option;

     (ii)   Either at the time of grant, or at any time thereafter during the 
option term if related to a Nonqualified Stock Option;
   (iii)   only at the time of grant if related to an Incentive Stock Option.

            (b)  A Stock Appreciation Right grant in connection with an Option 
will entitle the Holder of the related Option, upon exercise of the Stock 
Appreciation Right, to surrender such Option, or any portion thereof to the 
extent unexercised, with respect to the number of shares as to which such Stock 
Appreciation Right is exercised, and to receive payment of an amount computed 
pursuant to Section 9(d).  Such Option will, to the extent surrendered, then 
cease to be exercisable.

            (c)  Subject to Section 9(g), a Stock Appreciation Right granted in 
connection with an Option hereunder will be exercisable at such time or times, 
and only to the extent that a related Option is exercisable, and will not be 
transferable except to the extent that such related Option is exercisable, and 
will not be transferable except to the extent that such related Option may be 
transferable.

            (d)  Upon the exercise of a Stock Appreciation Right related to an 
Option, the Holder will be entitled to receive payment of an amount determined 
by multiplying:

      (i)   The difference obtained by subtracting the purchase price of a share
of Common Stock specified in the related Option from the Fair Market Value of 
a share of Common Stock on the date of exercise of such Stock Appreciation 
Right, by

     (ii)  The number of shares as to which such Stock Appreciation Right has 
been exercised.

            (e)  The Committee may grant Stock Appreciation Rights unrelated to 
Options to Eligible Persons.  Section  9(d) shall be used to determine the 
amount payable at exercise under such stock appreciation right if Fair Market 
Value is not used, except that Fair Market Value shall not be used if the 
Committee specified in the award that book value or other measure as deemed 
appropriate by the Committee was to be used, and in lieu of "price . . . 
specified in the related option," the initial share value specified in the award
shall be used.

           (f)  Payment of the amount determined under Section 9(d) or (e) may 
be made solely in whole shares of Common Stock in a number determined at their 
Fair Market Value on the date of exercise of the Stock Appreciation Richt or 
alternatively, at the sole discretion of the Committee, solely in cash or in a 
combination of cash and shares as the Committee deems advisable.  If the 
Committee decides to make full payment in shares of Common Stock, and the amount
payable results in a fractional share, payment for the fractional share will be 
made in cash.

           (g)  The Committee may, at the time a Stock Appreciation Right is 
granted, impose such conditions on the exercise of the Stock Appreciation Right 
as may be required to satisfy the requirements of Rule 16b-3 under the 
Securities Exchange Act of 1934 (or any other comparable provisions in effect 
at the time or times in question).  Without limiting the generality of the 
foregoing, the Committee may determine that a Stock Appreciation Right may be 
exercised only during the period beginning on the third business day and ending 
on the twelfth business day following the publication of the Company's quarterly
and annual summarized financial data.

          (h)  No Stock Appreciation Right granted to an Officer of the Company 
subject to 16(b) of the Securities and Exchange Act of 1934, may be exercised 
before six (6) months after the date of grant, except in the event death or 
disability of the Officer occurs before the expiration of the six-month period.

     10.  PERFORMANCE AWARDS.

     The Committee may approve Performance Awards to Eligible Persons.  Such 
awards may be based on Common Stock performance over a period determined in 
advance by the Committee or any other measures as determined appropriate by the 
Committee.  Payment will be in cash unless replaced by a Stock Payment in full 
or in part as determined by the Committee.
 
    11.  STOCK PAYMENT.

    The Committee may approve Stock Payments of Common Stock to Eligible Persons
for all or any portion of the compensation (other than base salary) that would 
otherwise become payable to an Employee in cash.

   12.  DIVIDEND EQUIVALENTS.

    A Holder may also be granted at no additional cost "Dividend Equivalents" 
based on the dividends declared on the Common Stock on record dates during the 
period between the date an Option is granted and the date such Option is 
exercised, or such other equivalent period, as determined by the Committee. Such
Dividend Equivalents shall be converted to additional shares or cash by such 
formula as may be determined by the Committee.

    Dividend Equivalents shall be computed, as of each dividend record date, 
both with respect to the number of shares under the Option and with respect to 
the number of Dividend Equivalent shares previously earned by the Holder (or his
successor in interest) and not issued during the period prior to the dividend 
record date.

     13.  ADJUSTMENT PROVISIONS.

          (a)  Subject to Section 13(b), if the outstanding shares of Common 
Stock are increased, decreased, or exchanged for a different number or kind of 
shares or other securities, or if additional shares or new or different shares 
or other securities are distributed with respect to such shares of Common Stock 
or other securities, through merger, consolidation, sale of all or substantially
all of the property of the Company, reorganization, recapitalization, 
reclassification, stock dividend, stock split, reverse stock split or other 
distribution with respect to such shares of Common Stock, or other securities, 
an appropriate and proportionate adjustment may be made in (i) the maximum 
number and kind of shares provided in Section 3 of the Plan, (ii) the number and
kind of shares or other securities subject to the then outstanding Incentive 
Awards, and (iii) the price for each share or other unit of any other securities
subject to then outstanding Incentive Awards without change in the aggregate 
purchase price or value as to which Incentive Awards remain exercisable or 
subject to restrictions.
          (b)  Unless a successor corporation, or its parent or a subsidiary, 
agree to substitute new options, stock  appreciation rights, performance awards 
or restricted stock covered by its stock, with appropriate adjustments as to the
number and kind of shares and price, for all incentive awards then outstanding 
and to continue the Plan all incentive awards then outstanding under the Plan 
shall be fully vested and exercisable without restrictions upon a change in 
control.  Even if the substitution of new award and the continuation of the plan
are provided for upon a change in control, as described in the preceding 
sentence, all incentive awards then outstanding under the Plan shall immediately
become fully vested in and exercisable without restrictions by any officer who 
within three years after a change in control occurs is terminated for reasons 
other than cause, retirement, death, or disability or who terminates employment 
due to good reason.

          (c)  Despite the provisions of Section 13(a), upon dissolution or 
liquidation of the Company, or upon a reorganization, merger, or consolidation 
of the Company with one or more corporations as a result of which the Company 
is not the surviving corporation, or upon the sale of all or substantially all 
the property of the Company, all Options, Stock Appreciation Rights, and 
Performance Awards then outstanding under the Plan will be fully vested and 
exercisable and all restrictions on Restricted Stock will immediately cease, 
unless provisions are made in connection with such transaction for the 
continuance of the Plan and the assumption of the substitution for such 
Incentive Awards of new Options, Stock Appreciation Rights, Performance Awards, 
or Restricted Stock covering the stock of a successor employer corporation, or 
a parent or subsidiary thereof, with appropriate adjustments as to the number 
and kind of shares and prices.

           (d)  Adjustments under Section 13(a) and 13(b) will be made by the 
Committee, whose determination as to what adjustments will be made and the 
extent thereof will be final, binding, and conclusive.  No fractional interest 
will be issued under the Plan on account of any such adjustments.


     14.   GENERAL PROVISIONS.

           (a)  With respect to any share of Common Stock issued or transferred 
under any provision of the Plan, such shares may be issued or transferred 
subject to such  conditions, in addition to those specifically provided in the 
Plan, as the Committee may direct.

          (b)  Nothing in the Plan or in any instrument executed pursuant to the
Plan will confer upon any Holder any right to continue in the employ of the 
Company or any of its subsidiaries or affect the right of the Company to 
terminate the employment of any Holder at any time with or without cause.

         (c)  No shares of Common Stock will be issued or transferred pursuant 
to an Incentive Award unless and until all then applicable requirements imposed 
by federal and state securities and other laws, rules, and regulations and by 
any regulatory agencies having jurisdiction, and by any stock exchanges upon 
which the Common Stock may be listed, have been fully met.  As a condition 
precedent to the issue of shares pursuant to the grant or exercise of an 
Incentive Award, the Company may require the Holder to take any reasonable 
action to meet such requirements.
         (d)  No Holder (individually or as a member of a group) and no 
beneficiary or other person claiming under or through such Holder will have any 
right, title, or interest in or to any shares of Common Stock allocated or 
reserved under the Plan or subject to any Incentive Award except as to such 
shares of Common Stock, if any, that have been issued or transferred to such 
Holder.

           (e)  The Company may make such provisions as it deems appropriate to 
withhold any taxes which it determines it is required to withhold in connection 
with any Incentive or Performance Award.


           (f)  No Incentive Award and no right under the Plan, contingent or 
otherwise, will be assignable or subject to any encumbrance, pledge (other than 
a pledge to secure a loan from the Company), or charge of any nature except 
that, under such rules and regulations as the Company may establish pursuant to 
the terms of the Plan, a beneficiary may be designated with respect to an 
Incentive Award in the event of death of a Holder of such Incentive Award.  If 
such beneficiary is the executor or administrator of the estate of the Holder 
of such Incentive Award, any rights with respect to such Incentive Award may be 
transferred to the person or persons or entity (including a trust) entitled 
thereto under the will of the Holder of such Incentive Award, or, in the case 
of intestacy, under  the laws relating to intestacy.  No Incentive Award which 
is comprised of a "derivative security," as that term is defined in the Rules 
promulgated under Section 16 of the Exchange Act, which includes Incentive Stock
Options, Nonqualified Stock Options, Stock Appreciation Rights, or Performance 
Awards, shall be transferable by any Eligible Person other than by will or the 
laws of descent and distribution or pursuant to a qualified domestic relations 
order.

           (g)  Notwithstanding Section 14(f), the Committee may, to the extent 
permitted by applicable law, and Rule 16b-3 promulgated by the Securities and 
Exchange Commission under the Securities and Exchange Act of 1934, permit a 
Holder to assign the rights to exercise Options or Rights to a trust or to 
exercise options or rights in favor of a trust, provided that, in the case of 
Incentive Stock Options, such exercise in favor of a trust shall be permitted 
only if and to the extent that such exercise is not deemed to be a transfer to 
or exercise by someone other than the Holder in contravention of Section 
422(b)(S) of the Code.

           (h)  Subject to Section 14(e) hereof and the limitations set forth 
below, the Committee, in its sole discretion and subject to such Rules as the 
Committee may adopt, may permit Eligible Persons to elect (a) to apply a portion
of the shares otherwise deliverable to them upon the lapse of any restrictions 
on Restricted Stock (as defined under the Plan) withheld, or (b) to deliver any 
other shares of the Common Stock, no par value, of the Company owned by such 
Eligible Persons other than those received upon such lapse of restrictions, to 
satisfy all or any portion of any taxes which the Company determines it is 
required to withhold in connection with any grant of Restricted Stock pursuant 
to Section 8 hereof or in connection with the lapse of any restrictions therein.
Any such Eligible Person must apply or deliver such number of shares of
Restricted Stock and/or Common Stock as the Committee, in its sole discretion, 
determines to be equal in fair market value to the portion of such Eligible 
Person's taxes required to be withheld by the Company and which the Eligible 
Person elected to satisfy by withholding or delivering shares.

               Any such elections by Eligible Persons to have shares which were 
Restricted Stock, or to deliver other shares of Common Stock, under the Plan 
will be subject to the following restrictions and such Rules as the Committee 
may adopt:
 
     (i)  Such elections must be made in writing on or before the date when the 
amount of taxes to be withheld is required to be determined (the "Tax Date");

    (ii)  All such elections shall be irrevocable;

   (iii)  All such elections shall be subject to the approval or disapproval of 
the Committee, in its sole discretion;

    (iv)  The fair market value of the shares of Common Stock which were 
Restricted Stock and are to be applied to satisfy, or any other shares of Common
Stock delivered to the Company for the purposes of satisfying all or any portion
of any Eligible Person's withholding tax obligations shall be deemed to be the 
average of the highest and lowest selling prices of such stock on the New York 
Stock Exchange Composite Transactions Tape on the Tax Date, or if such stock is 
not traded that day, then on the next preceding day on which such stock was 
traded; and

    (v)  An election made by an Eligible Person who is or becomes subject to 
Section 16(b) of the Securities Exchange Act of 1934, as amended, must be made 
either six months or more prior to the Tax Date or within a ten-day period 
beginning on the third and ending on the twelfth business day following release 
for publication of the Company's quarterly or annual summary statement of 
earnings in accordance with Rule 16b-3(e)(3)(iii) under such Act; PROVIDED that 
no such election may be made within six months of the grant of such Restricted 
Stock awards except in the case of death or disability of the participant.

     15.   AMENDMENT AND TERMINATION.

           (a)  The Board of Directors will have the power, in its discretion, 
to amend, suspend, or terminate the Plan at any time.  No such amendment will, 
without approval of the shareholders of the Company, except as provided in 
Section 13 of the Plan:

      (i)   Change the class of persons eligible to receive Incentive Awards 
under the Plan;

     (ii)  Materially increase the benefits accruing to Eligible Persons under 
the Plan;
 
    (iii)  Increase the number of shares of Common Stock subject to the Plan;

     (iv)   Transfer the administration of the Plan to any person who is not a 
"disinterested person" within the meaning of Rule 16b-3 under the Securities 
Exchange Act of 1934; or

      (v)    Permit the granting of Incentive Awards to members of the 
Committee.
           (b)  The Committee may, with the consent of a Holder, make such 
modifications in the terms and conditions of Incentive Award as it deems 
advisable or cancel the Incentive Award (with or without consideration) with the
consent of the holder.

          (c)  No amendment, suspension, or termination of the Plan will, 
without the consent of the Holder, alter, terminate, impair, or adversely affect
any right or obligation under any Incentive Award previously granted under the 
Plan.

         (d)  A Stock Appreciation Right or an Option held by a person who was 
an Employee at the time such Right or Option was granted will expire immediately
if and when the Holder ceases to be an Employee, except as follows:

     (i)  If the employment of an Employee is terminated by the Company other 
than for cause, then the Stock Appreciation Rights and Options will expire three
(3) months thereafter unless by their terms they expire sooner.  For purposes 
of this provision, termination "for cause" shall include, but shall not be 
limited to, termination because of dishonesty, criminal offense, or violation 
of a work rule, and shall be determined by, and in the sole discretion of, the 
Company.  During the three (3) month period, the Stock Appreciation Rights and 
Options may be exercised in accordance with their terms, but only to the extent 
exercisable on the date of termination of employment.

     (ii)  If the Employee retires at normal retirement age or retires with the 
consent of the Company at an earlier date, the Stock Appreciation Rights and 
Options of the Employee will expire in accordance with their terms.
 
    (iii)  If an Employee dies or becomes permanently and totally disabled while
employed by the Company or subsidiary corporation, the Stock Appreciation Rights
and Options of the Employee will expire three (3) years after the date of death
or permanent and total disability unless by their terms they expire sooner.  If
the Employee dies or becomes permanently and totally disabled within the three 
(3) months referred to in subparagraph (i) above, the Stock Appreciation Rights 
and Options will expire three (3) months after the date of death or permanent 
and total disability, unless by their terms they expire sooner.

          (e)  In the event a Holder of Restricted Stock ceases to be an 
Employee, all such Holder's Restricted Stock which remains subject to 
substantial risk of forfeiture at the time his or her employment terminates will
be repurchased by the Company at the original price at which such Restricted 
Stock had been purchased unless the Committee determines otherwise.

          (f)  In the event a Holder of a Performance Award ceases to be an 
Employee, all such Holder's Performance Awards will terminate except in the case
of retirement, death, or permanent and total disability.  The Committee, in its 
discretion, may authorize full or partial payment of Performance Awards in all 
cases involving retirement, death, or permanent and total disability.

          (g)  The Committee may in its sole discretion determine, with respect 
to an Incentive Award, that any Holder who is on unpaid leave of absence for any
reason will be considered as still in the employ of the Company, provided that 
rights to such Incentive Award during an unpaid leave of absence will be limited
to the extent to which such right was earned or vested at the commencement of
such leave of absence.

     16.  EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.

     This Plan will become effective upon adoption by the Board of Directors of 
the Company, subject, however, to approval by the stockholders of the Company 
within twelve (12) months following the date of its adoption by the Board of 
Directors.  Any Incentive Awards granted hereunder prior to approval of the Plan
by the stockholders shall be granted subject to such approval and may not be 
exercised or Common Stock irrevocably transferred until and unless such approval
has occurred.  Unless previously terminated by the Board of Directors, the  Plan
will terminate ten (10) years after its adoption by the Board of Directors.


                                     EXHIBIT 10.7







           _________________________________________________________________


                                      LOAN AGREEMENT

                                         BETWEEN

                                        CIBC, INC.

                                           AND

                             SAN DIEGO GAS & ELECTRIC COMPANY






                               Dated as of December 1, 1993


           __________________________________________________________________























                          TABLE OF CONTENTS


                                                            PAGE

                             ARTICLE I

                    DEFINITIONS AND FINANCIAL REQUIREMENTS

1.1   Definitions........................................     1
1.2   Interpretation.....................................     6
1.3   Financial Requirements.............................     7


                               ARTICLE II

                          AMOUNT AND TERMS OF CREDIT

2.1   Commitment for Loans...............................     7
2.2   Minimum Loan Amounts...............................     7
2.3   Notice of Borrowing................................     8
2.4   Disbursement of Funds..............................     8
2.5   Loan Account.......................................     8
2.6   Prepayment or Conversion of Loans..................     8
2.7   Repayment of Principal and Payment of Interest.....    11
2.8   Commitment Fee.....................................    12
2.9   Type of Funds for Payment and Place of Payment.....    12
2.10  Past Due Payments..................................    13
2.11  Indemnification for Breaking Deposits..............    13
2.12  Changes in Funding Circumstances...................    13


                         ARTICLE III

                     CONDITIONS PRECEDENT

3.1   Conditions Precedent to the Loans..................    16
3.2   Conditions Precedent to Each Loan..................    17


                        ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

4.1   Representations and Warranties of the Borrower.....    18






                                


                           TABLE OF CONTENTS (Continued)


                                                          Page

                          ARTICLE V

                   COVENANTS OF THE BORROWER

5.1   Covenants of the Borrower..........................    19


                         ARTICLE VI

                       EVENTS OF DEFAULT

6.1   Default............................................    21


                           ARTICLE VII

                          MISCELLANEOUS

7.1   Notice.............................................    24
7.2   Payment of Expenses................................    24
7.3   Delay..............................................    25
7.4   Survival of Representations and Warranties.........    25
7.5   Waiver.............................................    25
7.6   Delivery of Documents..............................    25
7.7   Binding Effect.....................................    25
7.8   Governing Law......................................    26
7.9   Execution In Counterparts..........................    26


      Annex I............................................    27



















                           LOAN AGREEMENT


          THIS LOAN AGREEMENT made and entered into as of December 1, 1993
between SAN DIEGO GAS & ELECTRIC COMPANY, a California corporation (the 
"Borrower"), and the bank identified in Annex 1 hereto (the "Bank"), with 
respect to the following:

                              ARTICLE I

                   DEFINITIONS AND FINANCIAL REQUIREMENTS

     1.1  DEFINITIONS

          As used in this Agreement, the following terms shall have the 
following meanings (such meanings to be equally applicable to both the singular 
and plural forms of the terms defined):

          "AGREEMENT" means this Loan Agreement, as amended, modified or 
supplemented from time to time.

          "AVAILABILITY PERIOD" means, initially, the period from the date of 
this Agreement through October 31, 1994; PROVIDED, HOWEVER, that the 
Availability Period shall be extended for successive one (1) year periods upon 
(a) receipt by the Bank from the Borrower of a request for such extension, which
request shall be received at least sixty (60) days prior to the current 
expiration date of the Availability Period, and (b) written approval of such 
extension from the Bank to the Borrower, which approval shall be given at the 
sole and absolute discretion of the Bank and shall be received at least thirty 
(30) days prior to the current expiration date of the Availability Period.  
After October 31, 1994, Availability Period shall mean the period from the date 
of the most recent extension of the Availability Period to the date set forth 
in the then effective Annex 1 hereto as the expiration date of the Availability 
Period.

         "BANKING DAY" means a day on which banks are open for business in New 
York, New York, Los Angeles, California, and Atlanta, Georgia, and on which 
dealings are carried on in Dollar deposits in offshore Dollar interbank markets.

         "BOARD" means the Board of Governors of the Federal Reserve System of 
the United States (or any successor thereto).
          "BORROWING" means a borrowing hereunder consisting of Loans made to 
the Borrower by the Bank.

          "BUSINESS DAY" means a day on which banks are open for business in New
York, New York, Los Angeles, California, and Atlanta, Georgia.

          "CD LOAN" means a Loan for which interest is based on the CD Rate.

          "CD RATE" means, for each CD Rate Interest Period, the rate of 
interest (rounded upward, if necessary, to the nearest 1/8 of one percent) 
determined pursuant to the following formula:

     CD Rate = CERTIFICATE OF DEPOSIT RATE + Assessment Rate
                1.00 - Reserve Percentage

Where,

          (a)  "ASSESSMENT RATE" means the rate (rounded upward, if necessary, 
to the nearest 1/100 of one percent) determined by the Bank to be the net annual
assessment rate in effect on the first day of such CD Rate Interest Period for 
calculating the net annual assessment payable to the Federal Deposit Insurance 
Corporation (or any successor) for insuring deposits at offices of the Bank in 
the United States.

         (b)  "CERTIFICATE OF DEPOSIT RATE" means, for each such CD Rate 
Interest Period, the rate of interest determined by the Bank to be the 
arithmetic average (rounded upward, if necessary, to the nearest 1/100 of one 
percent) of the rates of interest bid by two or more certificate of deposit 
dealers of recognized standing selected by the Bank for the purchase at face 
value from the Bank of its Dollar certificates of deposit for such CD Rate 
Interest Period and in the amount of such CD Loan to be outstanding during such 
period at the time selected by the Bank on the first day of such CD Rate 
Interest Period.

       (c)  "RESERVE PERCENTAGE" means, for such CD Rate Interest Period, the 
total (expressed as a decimal) of the maximum reserve percentages (including, 
but not limited to, marginal, emergency, supplemental, special, and other 
reserve percentages), in effect on the first day of such CD Rate Interest 
Period, prescribed by the Board for determining the reserves to be maintained 
by member banks of the Federal Reserve System for non-  personal time deposits 
with a maturity equal to such CD Rate Interest Period.

         "CD RATE INTEREST PERIOD" means, for each CD Loan, the period 
commencing on the date the CD Loan is made and ending thirty (30), sixty (60), 
ninety (90), one hundred eighty (180), two hundred seventy (270), or three 
hundred sixty (360) days thereafter, or any other period as mutually agreed 
upon, but never greater than 360 days, as requested by the Borrower pursuant to 
a Notice of Borrowing.

         "CD RATE MARGIN" means, with respect to any CD Rate Loan, the 
percentage figure set forth in Annex 1 hereto as the CD Rate Margin.

        "CODE" means the Internal Revenue Code of 1986, as amended from time to 
time.  Section references to the Code are to the Code, as in effect on the date 
of this Agreement, and to any subsequent provisions of the Code amendatory 
thereof, supplementary thereto or substituted therefor.

        "COMMITMENT" means the amount set forth in Annex 1 hereto as the amount 
of the Commitment, as the same may be reduced in accordance with Section 2.1(b) 
hereof.

        "COMMITMENT FEE" shall have the meaning given such term in Section 2.8 
hereof.

        "DEFAULT" means an event which, with the giving of notice, the lapse of 
time, or both, shall become an Event of Default.

        "DOLLAR" and the sign "$" each mean United States dollars or such coin 
or currency of the United States of America as at the time of payment is legal 
tender for the payment of public and private debts in the United States of 
America.

        "DOMESTIC LENDING OFFICE" means the office designated by the Bank as 
such in Annex 1 hereto, or such other office or offices as the Bank may from 
time to time select and notify to the Borrower.

       "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time.  Section
references to ERISA are to ERISA, as in effect at the date of this Agreement, 
and to any subsequent provisions of ERISA amendatory thereto, supplementary 
thereto or substituted therefor.

       "ERISA AFFILIATE" means each person (as defined in Section 3(9) of ERISA)
which together with the Borrower or any Subsidiary would be deemed to be a 
member of the same "controlled group" within the meaning of Sections 414(b) and 
(c) of the Code.

      "EVENT OF DEFAULT" has the meaning set forth in Article VI hereof.

      "INTEREST PERIOD" means with respect to any CD Loan, the CD Rate Interest 
Period for such Loan; and with respect to any Offshore Loan, the Offshore Rate 
Interest Period for such Loan.

      "LENDING OFFICE" means, with respect to each Offshore Loan, the Offshore 
Lending Office, and with respect to all other Loans, the Domestic Lending 
Office.

      "LOAN" means a CD Loan, an Offshore Loan or a Reference Rate Loan.

      "NOTICE OF BORROWING" shall have the meaning given such term in Section 
2.3 hereof.

      "OFFSHORE LENDING OFFICE" means the office designated by the Bank as such 
in Annex 1 hereto, or such other office or offices as the Bank may from time to 
time select and notify to the Borrower.

      "OFFSHORE LOAN" means a Loan for which interest is based on the Offshore 
Rate.
      "OFFSHORE RATE" means, for each Offshore Rate Interest Period, the 
interest rate per annum (rounded upward, if necessary to the nearest 1/100 of 
one percent) determined pursuant to the following formula:

                                    IBOR                                      
       Offshore Rate =  1 - Offshore Reserve Percentage

Where,

          (a)  "IBOR" means, for each such Offshore Rate Interest Period, the 
rate of interest equal to the average (rounded upwards, if necessary, to the 
nearest 1/16 of 1%) of the rates per annum at which Dollar deposits in 
immediately available funds are offered to the Bank's Offshore Lending Office 
in the offshore interbank market as at or about 11:00 a.m. New York City time 
two (2) Banking Days prior to the beginning of such Offshore Rate Interest 
Period for delivery on the first day of such Offshore Rate Interest Period, and 
in an amount approximately equal to the amount of the Bank's Offshore Loan and 
for a period approximately equal to such Offshore Rate Interest Period;

          (b)  "OFFSHORE RESERVE PERCENTAGE" means, for each such Offshore Rate 
Interest Period, the maximum reserve percentage (expressed as a decimal) in 
effect on the first day of the Offshore Rate Interest Period, prescribed by the 
Board for determining the reserves to be maintained by member banks of the 
Federal Reserve System for "Eurocurrency liabilities" or for any other category 
of liabilities which includes deposits by reference to which the interest rate 
on Offshore Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of the Bank to United 
States residents.

          "OFFSHORE RATE INTEREST PERIOD" means, for each Offshore Loan, the 
period commencing on the date the Offshore Loan is made and ending one (1), 
three (3), six (6), nine (9), or twelve (12) months thereafter, or, such other 
period or periods as the Bank, in its sole and absolute discretion, shall agree 
upon with the Borrower, but in any event not later than any other period as 
mutually agreed upon, but never greater that 12 months, as requested by the 
Borrower pursuant to a Notice of Borrowing.

          "OFFSHORE RATE MARGIN" means, with respect to any Offshore Loan, the 
percentage figure set forth in Annex 1 hereto as the Offshore Rate Margin.

          "PARTICIPANT" shall have the meaning given such term in Section 7.7 
hereof.

          "PBGC" means the Pension Benefit Guaranty Corporation or any entity 
succeeding to any or all of its functions under ERISA.

          "PERSON" means a corporation, an association, a partnership, an 
organization, a business, an individual or a government or political subdivision
thereof or any governmental agency.

          "PLAN" means any multi-employer or single-employer plan as defined in 
Section 4001 of ERISA, which is maintained or contributed to, or, at any time 
during the five calendar years preceding the date of this Agreement, was 
maintained or contributed to, for employees of the Borrower or any Subsidiary 
or an ERISA Affiliate.

         "REFERENCE RATE" means at any time the rate per annum then equal to the
greater of (x) the United States "Prime Rate" of the Bank as announced by the 
Bank from time to time (said rate to change on the date of each change of such 
"Prime Rate") and (y) the sum of one percent (1%) per annum and the Overnight 
Federal Funds Rate (as defined hereafter).  The term "Overnight Federal Funds 
Rate" shall mean for any day the overnight rate per annum offered to the Bank 
at 10:00 a.m. (New York City time) for any day in which such a rate is 
available.  For purposes of this Agreement, "Prime Rate" shall not necessarily 
be equivalent to, or dependent upon, the lowest or best interest rate that the 
Bank offers.  Any change in the fluctuating interest rate hereunder resulting 
from a change of the Reference Rate shall take effect at the opening of business
on the day specified in the public announcement of a change in the Reference 
Rate, or if no such public announcement is made, on the date of such change.

        "REFERENCE RATE LOAN" means a Loan for which interest is based on the 
Reference Rate.

        "REPAYMENT PERIOD" means the due date for any Loan disbursed prior to 
the last day of the Availability Period, which due date shall be specified by 
the borrower, and shall be no longer than one (1) year from the date of 
disbursement of such Loan.

         "REPORTABLE EVENT" means an event described in Section 4043(b) of ERISA
with respect to a Plan as to which the thirty (30) day notice requirement has 
not been waived by the PBGC.

         "SUBSIDIARY" means those Persons the decision-making process of which 
is controlled by the Borrower, its Subsidiaries or individuals who control the 
decision-making process of the Borrower.

         "UNFUNDED CURRENT LIABILITY" of any Plan means the amount, if any, by 
which the present value of the accrued benefits under the Plan as of the close 
of its most recent Plan year exceeds the fair market value of the assets 
allocable thereto, determined in accordance with Section 412 of the Code.

    1.2   INTERPRETATION

          (a)  Headings of articles and sections herein and the table of 
contents hereof are solely for convenience of reference, do not constitute a 
part hereof and shall not affect the meaning, construction or effect hereof.

          (b)  The words "herein," "hereof," "hereby," "hereunder" and other 
words of similar import refer to this Agreement as a whole and not to any 
particular Section or subdivision hereof.
    1.3  FINANCIAL REQUIREMENTS

         Unless otherwise specified in this Agreement, all accounting terms used
in this Agreement shall be interpreted, all financial information required under
this Agreement shall be prepared, and all financial computations required under
this Agreement shall be made, in accordance with generally accepted accounting 
principles as in effect from time to time, applied on a basis consistent with 
the most recent audited consolidated financial statements of the Borrower 
delivered to the Bank.


                         ARTICLE II

                  AMOUNT AND TERMS OF CREDIT

      2.1  COMMITMENT FOR LOANS

          (a)  COMMITMENT.  Subject to the terms and conditions of this 
Agreement, the Bank agrees, from time to time during the Availability Period, 
to make Loans to the Borrower, which Loans shall be, at the option of the 
Borrower, CD Loans, Offshore Loans or Reference Rate Loans; PROVIDED, HOWEVER, 
that the aggregate principal amount of Loans outstanding shall not at any time 
exceed the amount of the Commitment.

          (b)  REDUCTION OF THE COMMITMENT.  The Borrower may permanently reduce
in whole or in part the unutilized portion of the Commitment by giving to the 
Bank one (1) Business Day's written notice thereof, which notice shall specify 
the date and the amount of such reduction; PROVIDED, THAT, the Borrower shall, 
on or prior to the date of reduction or termination so specified, pay to the 
Bank the accrued Commitment Fee for the period up to such date of reduction or 
termination; and PROVIDED, FURTHER, that in no event shall the Commitment be 
reduced below the aggregate amount of all Loans outstanding on the date of such 
reduction.

     2.2  MINIMUM LOAN AMOUNTS

          (a)  Each CD Loan and each Offshore Loan hereunder shall be in the 
amount of One Million Dollars ($1,000,000) or integral multiples thereof.

          (b)  Each Reference Rate Loan shall be in a minimum aggregate 
principal amount of Five Hundred Thousand Dollars ($500,000) or integral 
multiples thereof.


     2.3  NOTICE OF BORROWING

          The disbursement of each Loan shall be made upon written or tested 
telex request or telephone notice ("Notice of Borrowing") promptly followed by 
written confirmation, which Notice of Borrowing shall be irrevocable, shall be 
received by the Bank not later than 10:00 a.m. (Los Angeles time) at least (a) 
two (2) Banking Days prior to the date of the Loan in the case of an Offshore 
Loan, and (b) one (1) Business Day prior to the date of the Loan in the case of 
a CD Loan, or Reference Rate Loan, and shall specify:

         (i)      The date of such Loan, which shall be a Business Day;

         (ii)     The aggregate principal amount of such Loan;

        (iii)     Whether the Loan is to be a CD Loan, Offshore Loan or 
Reference Rate Loan; and

        (iv)      If such Loan is to be a CD Loan, or Offshore Loan, the 
duration of the relevant Interest Period.

     2.4  DISBURSEMENT OF FUNDS

         Not later than 11:00 a.m.  (Los Angeles time) on the date specified for
each Loan, the Bank shall make available such Loan, in immediately available 
funds credited to the Borrower's bank account identified in Annex 1 hereto.

     2.5  LOAN ACCOUNT

         The Bank shall open and maintain on its books a loan account in the 
Borrower's name and shall:  (a) enter as debits thereto (i) each CD Loan, 
Offshore Loan and Reference Rate Loan made to the Borrower and interest accrued 
thereon; and (b) enter as credits thereto all repayments of principal and 
payments of interest received by the Bank.  The Bank shall give confirming 
notice to the Borrower of each Loan made to the Borrower.  The Bank's records 
showing such entries shall be presumed correct, absent manifest error.  Failure 
to make any such entry or notice, however, shall not affect the obligations of 
the Borrower in respect of each Loan.


     2.6  PREPAYMENT OR CONVERSION OF LOANS

         (a)  The Borrower may prepay, at any time, any or all Loans, in whole 
or in part, PROVIDED, THAT:

          (i)     The Bank has received irrevocable notice of such prepayment 
not later than 10:00 a.m. (Los Angeles time) at least (A) one (1) Business Day 
prior to the date thereof in the case of a CD Loan, or a Reference Rate Loan, 
and (B) two (2) Banking Days prior to the date thereof in the case of an 
Offshore Loan;

          (ii)    The notice of prepayment specifies (A) the
date of prepayment which shall be (x) a Business Day in the case of a CD Loan, 
or a Reference Rate Loan, and (y) a Banking Day in the case of an Offshore Loan,
(B) the amount of the prepayment which shall be in an amount at least equal to 
(x) One Million Dollars ($1,000,000) or integral multiples thereof in the case 
of a CD Loan, a or an Offshore Loan, or (y) Five Hundred Thousand Dollars 
($500,000) or integral multiples thereof in the case of a Reference Rate Loan; 
and

         (iii)  On the date of prepayment, the Borrower pays to the Bank the 
principal amount of the Loans being prepaid together with all accrued interest 
thereon.

          In addition, the Borrower shall pay to the Bank any amounts due under 
Section 2.11 hereof as a result of any prepayment  in  accordance  with  the  
terms  of  such Section 2.11.

         (b)  The Borrower may convert any or all outstanding loans of any type 
into a Loan or Loans of another type provided for herein, PROVIDED, THAT:

            (i)  The Bank has received irrevocable notice of such conversion not
later than 10:00 a.m. (Los Angeles time) at least (A) one (1) Business  Day 
prior to the date thereof if a Loan will be converted into a CD Loan, or a 
Reference Rate Loan, and (B) two (2) Banking Days prior to the date thereof if 
a Loan will be converted into an Offshore Loan;


           (ii)  The notice of conversion specifies (A) the date of conversion 
which shall be both (x) if applicable, the last day of the Interest Period of 
the Loan to be converted, unless the Loan to be converted is a CD Loan, or 
Offshore Loan affected by the circumstances described in  Section 2.12(b)(i)(A) 
or (B), in which case the requirements of this clause (x) shall not apply and 
(y) a Business Day, (B) the amount of the Loan or Loans to be converted and (C) 
the type of Loan into which a Loan or Loans is to be converted and the Interest 
Period applicable thereto; and

         (iii)  On the date of conversion (A) the Borrower pays to the Bank the 
accrued and unpaid interest due on the Loan to be converted, (B) no Default or 
Event of Default has occurred or is continuing, (C) the Repayment Period has not
expired and (D), if the Loan to be converted is a CD Loan or Offshore Loan 
affected by the circumstances described in Section 2.12(b) (i)(A), the Borrower 
also pays to the Bank any additional amounts payable to the Bank in respect of 
such Loan pursuant to Sections 2.11 and 2.12(b)(i) hereof.

         (c)    In the event the Borrower (i) does not provide the Bank with a 
timely notice of conversion as required under Section 2.6(b) hereof and (ii) 
either (A) does not repay to the Bank the principal amount of a CD Rate Loan or 
an Offshore Loan at the end of the Interest Period applicable thereto, or (B), 
if the Loan to be converted is a CD Loan or Offshore Loan affected by the 
circumstances described in Section 2.12(b)(i) (A), does not pay the additional 
amounts required to be paid on the date of conversion, then at the option of the
Bank, in its sole and absolute discretion, such Loan or Loans shall be converted
into Reference Rate Loans and shall bear interest as a Reference Rate Loan until
the earlier of repayment thereof or conversion  thereof  pursuant to Section 

2.6(b) hereof; PROVIDED, THAT:

          (i)  No Default or Event of Default (other than the failure to repay 
the principal amount of a Loan at the end of an applicable Interest Period) has 
occurred or is continuing on the date of such conversion;

         (ii)     The Repayment Period has not expired.

         In addition, the Borrower shall pay to the Bank accrued and unpaid 
interest due on any Loan converted pursuant to this Section 2.6(c) within the 
grace period provided in Section 6.1(b) hereof.

          (d)  Upon any conversion of a Loan pursuant to Sections 2.6(b) or (c) 
hereof, the Bank shall make such entries in the loan account established in 
accordance with Section 2.5 hereof to effect such conversion.

     2.7  REPAYMENT OF PRINCIPAL AND PAYMENT OF INTEREST

         (a)  CD LOANS.  The outstanding principal balance of each CD Loan shall
bear interest at a rate per annum equal to the sum of the CD Rate and the CD 
Rate Margin (such interest being computed daily on the basis of a three hundred 
sixty (360) day year and actual days elapsed, which results in more interest 
than if a three hundred sixty-five (365) day year were used).  Interest on each 
CD Loan shall be paid by the Borrower on the last day of the CD Rate Interest 
Period for such CD Loan and, in addition, (i) if such CD Rate Interest Period 
is one hundred eighty (180) days, on the date falling ninety (90) days after the
commencement of such CD Rate Interest Period and (ii) if such CD Rate Interest 
Period is longer than one hundred eighty (180) days, on each date occurring at 
three (3) month intervals after the first day of such Interest Period.  The 
entire outstanding principal amount of each CD Loan shall be repaid by the 
Borrower on the last day of the CD Rate Interest Period for such CD Loan.


         (b)  OFFSHORE LOANS.  The outstanding principal balance of each 
Offshore Loan shall bear interest at a rate per annum equal to the sum of the 
Offshore Rate and the Offshore Rate Margin (such interest being computed daily 
on the basis of a three hundred sixty (360) day year and actual days elapsed, 
which results in more interest than if a three hundred sixty-five (365) day year
were used).  Interest on each Offshore Loan shall be paid, by the Borrower, on 
the last day of the Offshore Rate Interest Period for such Offshore Loan and, 
in addition, (i) if such Offshore Rate Interest Period is six (6) months, on the
date falling three (3) months after the commencement of such Offshore Rate 
Interest Period, and (ii) if such Offshore Rate Interest Period is longer than 
six (6) months, on each date occurring at three (3) month intervals after the 
first day of the Offshore Rate Interest Period.  The entire outstanding 
principal amount of each Offshore Loan shall be repaid by the Borrower on the 
last day of the Offshore Rate Interest Period for such Offshore Loan.

         (c)  REFERENCE RATE LOANS.  The outstanding principal balance of each 
Reference Rate Loan shall bear interest at a rate per annum equal to the 
Reference Rate, (computed daily on the basis of a three hundred sixty-five (365)
or three hundred sixty-six (366) day year, as the case may be, and actual days 
elapsed) as such Reference Rate shall change from time to time until principal 
is paid in full to the Bank.  Interest on each outstanding Reference Rate Loan 
shall be paid by the Borrower quarterly in arrears commencing on the first 
Business Day of the calendar quarter immediately following the quarter during 
which such Reference Rate Loan was made to the Borrower, and upon payment in 
full of the principal of the Reference Rate Loan.  The entire outstanding 
principal amount of each Reference Rate Loan made to the Borrower shall be 
repaid by the Borrower on the last day of the Repayment Period.


     2.8  COMMITMENT FEE

          The Borrower shall pay the Bank a fee (the "Commitment Fee"), computed
at the per annum rate set forth in Annex 1 hereto as the Commitment Fee rate,
on the difference, if any, between the Commitment and the average daily total 
outstanding Loans.  The Commitment Fee shall be calculated on the basis of a 
three hundred sixty-five (365) or three hundred sixty-six (366) day year, as the
case may be, and actual days elapsed.  The accrued Commitment Fee shall be 
payable quarterly in arrears with each respective quarter ending on January 31, 
April 30, July 31, and October 31.  Each such payment shall be due and payable 
on the tenth day following receipt by the Borrower of notice from the Bank of 
the amount due, and, if the Commitment expires or is terminated or reduced, then
on the tenth day following the date of such expiry, termination or reduction.

      2.9  TYPE OF FUNDS FOR PAYMENT AND PLACE OF PAYMENT

          (a)  The Borrower shall make each payment to the Bank of principal of,
and interest on, the Loans, of the Commitment Fee and of other commissions or 
fees hereunder, without setoff or counterclaim, when due, in immediately 
available funds, not later than 11:00 A.M. Los Angeles time on such due date and
at its Domestic Lending Office (i) for the account of such office with respect 
to any CD Loan or Reference Rate Loan, any payment related thereto, or any 
payment of the Commitment Fee or other commissions or fees hereunder, and (ii) 
for the account of the Offshore Lending Office with respect to any Offshore Loan
or payment related thereto.

         (b)  All sums received after such time shall be deemed received on the 
next Banking Day in the case of a payment respecting an Offshore Loan, and the 
next Business Day in all other cases.  Except in the case of Offshore Loans, 
whenever any payment to be made hereunder shall be due on a day which is not a 
Business Day, the payment shall be made on the next succeeding Business Day.  
In the case of Offshore Loans, the last day of the Offshore Rate Interest Period
(and therefore the due date for repayment of principal and interest on Offshore 
Loans) shall be determined in accordance with the practices of the offshore 
Dollar interbank markets as from time to time in effect.  If the date for any 
payment of principal is extended by operation of law or otherwise, interest 
thereon and fees shall accrue and be payable for such extended time.


     2.10  PAST DUE PAYMENTS

           If any sum of principal, interest or other sum due hereunder in 
connection with a CD Loan or Offshore Loan is not paid when due, the Borrower 
shall, on demand, indemnify the bank against any loss, cost or expense including
any loss of profit and any loss, cost or expense in liquidating or employing 
deposits acquired from third parties in connection with such Loan, incurred by 
the Bank as a consequence of any such failure to pay any sum of principal,  
interest,  or other sum when due hereunder.   In addition, loans which are not 
paid or converted, when due, shall bear interest until paid in full at the 
Reference Rate.

     2.11 INDEMNIFICATION FOR BREAKING DEPOSITS

          If for any reason (including prepayment, conversion and acceleration) 
the Bank receives any payment of principal of any CD Loan or Offshore Loan on 
a day other than the last day of the Interest Period applicable to such Loan, 
then the Borrower shall reimburse the Bank on demand for any loss incurred by 
it as a result of the timing of such payment, including without limitation any 
loss incurred in liquidating or employing deposits from third parties and 
including loss of profit for the period after such payment.  The Bank will 
provide the Borrower with a written statement of said costs, losses, or payments
which certificate shall be presumed correct absent manifest error.  If as a 
result of prepayment, the Bank immediately reemploys the funds at a rate equal 
to or greater than the rate on the Loan prepaid, then the Borrower will not be 
obligated to reimburse the Bank for any cost.

     2.12  CHANGES IN FUNDING CIRCUMSTANCES

          (a)  AVAILABILITY.  In the event that the Bank shall determine, which 
determination shall, absent manifest error, be final and conclusive and binding 
upon all parties hereto, on the date any Notice of Borrowing is made that, by 
reason of any changes arising after the date of this Agree- ment affecting the 
offshore Dollar interbank markets or the secondary certificate of deposit 
market, as the case may be, adequate and fair means do not exist for 
ascertaining the applicable interest rate, then the Bank shall promptly give 
notice (by telephone confirmed in writing) to the Borrower of such 
determination.  Thereafter, CD Loans and Offshore Loans, as the case may be, 
shall no longer be available until such time as the Bank notifies the Borrower 
that the circumstances giving rise to such notice by the Bank no longer exist, 
and, at such time, the Bank's obligation to make CD Loans or Offshore Loans 
shall be automatically reinstated.

        (b)  INCREASED COSTS AND ILLEGALITY OF LOANS

           (i)  In the event that the Bank shall have determined (which 
determination shall, absent manifest error, be final and conclusive and binding 
upon the Borrower):

             (A)  At any time, that the Bank shall incur increased costs or
reductions in the amounts received or receivable hereunder with respect to any 
CD Loan or Offshore Loan, other than any such increased costs or reductions in 
the amounts received or receivable hereunder due to increased capital 
requirements as set forth in Section 2.12(c) below, because of (x) any change 
after the date of this Agreement in any applicable law or governmental rule, 
regulation, order or request (whether or not having the force of law) (or in the
interpretation or administration thereof and including the introduction of any 
new law or governmental rule, regulation, order or request), including, without 
limitation, (1) a change in the basis of taxation of payments to the Bank or its
applicable Lending Office of the principal of or interest on the Loans or any 
other amounts payable hereunder (except for changes in the rate of tax on, or 
determined by reference to, the net income or profits of the Bank or its 
applicable Lending Office imposed by the jurisdiction in which its principal 
office or applicable Lending Office is located) or (2) a change in official 
reserve requirements, but, in all events, excluding reserves required under 
Regulation D of the Board to the extent included in the computation of the CD 
Rate or Offshore Rate, as the case may be, or (y) other circumstances affecting 
the Bank or the offshore Dollar interbank markets, the secondary certificate of 
deposit market, or the United States domestic money market generally, as the 
case may be, or the position of the Bank in such market; or


             (B)  At any time, that the making or continuance of any CD Loan or 
Offshore Loan has been made (x) unlawful by any law or governmental rule, 
regulation or order, (y) impossible by compliance by the Bank with any 
governmental request (whether or not having force of law) or (z) impracticable 
as a result of a contingency occurring after the date of this Agreement which 
materially and adversely affects the offshore Dollar interbank markets or the 
secondary certificate of deposit market, as the case may be;


then, and in any such event, the Bank shall promptly give notice (by telephone 
confirmed in writing) to the Borrower.  Thereafter (x) in the case of clause (A)
above, the Borrower shall pay to the Bank, upon written demand therefor, such 
additional amounts (in the form of an increased rate of, or a different method 
of calculating, interest or otherwise as the Bank in its sole discretion shall 
determine) as shall be required to compensate the Bank for such increased costs 
or reductions in amounts received or receivable hereunder (a written notice as 
to the additional amounts owed to the Bank, showing the basis for the 
calculation thereof, sub-  mitted to the Borrower by the Bank shall, absent 
manifest error, be final and conclusive and binding on the Borrower) and (y) in 
the case of clause (B) above, the Borrower shall take one of the actions 
specified in Section 2.12(b)(ii) hereof as promptly as possible and, in any 
event, within the time period required by law.

          (ii)  At any time that any CD Loan or Offshore Loan is affected by the
circumstances described in Section 2.12(b)(i)(A) or (B) above, the Borrower may 
(and in the case of a CD Loan or Offshore Loan affected by the circumstances 
described in Section 2.12(b)(i)(B) hereof shall) either (x) if the affected CD 
Loan or Offshore Loan is then being made, cancel its Notice of Borrowing by 
giving the Bank telephonic notice (confirmed in writing) of the cancellation on 
the same date that the Borrower was notified by the Bank pursuant to Section 
2.12(b)(i)(A) or (B) hereof or (y) if the affected CD Loan or Offshore Loan is 
then outstanding, request the Bank to convert such CD Loan or Offshore Loan 
under Section 2.6(b) hereof; PROVIDED, HOWEVER, that if the Borrower fails to 
request conversion under such Section 2.6(b), then the Bank may convert the 
Loans under Section 2.6(c) hereof in accordance with the terms thereof.


         (c)  CAPITAL ADEQUACY.  If the Bank determines (which determination 
shall, absent manifest error, be final, conclusive and binding upon the 
Borrower) at any time that any applicable law or governmental rule, regulation, 
order or request (whether or not having the force of law) concerning capital 
adequacy, or any change in interpretation or administration thereof by any 
governmental authority, central bank or comparable agency, will have the effect 
of increasing the amount of capital required or expected to be maintained by the
Bank or any corporation controlling the Bank based on the existence of the 
Commitment hereunder or its obligations hereunder to make Loans, the Borrower 
shall pay to the Bank, upon its written demand therefor sent to the Borrower, 
such additional amounts as shall be required to compensate the Bank for the 
increased cost to the Bank as a result of such increase of capital.  In 
determining such additional amounts (in the form of an increased Commitment Fee 
or such other form of compensation as the Bank shall in its sole discretion 
determine), the Bank will act reasonably and in good faith and will use 
averaging and attribution methods which are reasonable, provided that the Bank's
determination of compensation owing under this Section 2.12(c) shall, absent 
manifest error, be final and conclusive and binding on the Borrower.  The Bank, 
upon determining that any additional amounts will be payable pursuant to the 
Section 2.12(c), will send prompt written notice thereof to the Borrower, which 
notice shall show the basis for calculation of such additional amounts.


                        ARTICLE III

                    CONDITIONS PRECEDENT

     3.1  CONDITIONS PRECEDENT TO THE LOANS

          The obligation of the Bank to make any Loans hereunder is subject to 
the condition precedent that the Bank shall have received from the Borrower, on 
or prior to the date of this Agreement, all of the following in form and 
substance satisfactory to the Bank:

          (a) A certified copy of the resolution of the Board of Directors of 
the Borrower or the Executive Committee thereof (if such action by the Executive
Committee is authorized by the By-laws of the Borrower) evidencing the 
authorization for the Borrowings herein provided and other matters contemplated 
hereby and a certified copy of all documents evidencing necessary corporate 
action and any governmental approval, including but not limited to those of the 
California Public Utilities Commission, with respect to Borrowings under this 
Loan Agreement;

         (b)  A favorable written opinion, in form and substance satisfactory 
to the Bank, of the Vice President and General Counsel or Assistant General 
Counsel of the Borrower as to the matters referred to in Sections 4.1(b) through
4.1(d) hereof;

        (c)  A signed copy of a Certificate of the Secretary or an Assistant 
Secretary of the Borrower which shall certify the names of the officers of the 
Borrower authorized to sign this Agreement and the other documents or 
certificates to be delivered pursuant hereto by the Borrower or any of its 
officers, together with the true signatures of each such officer.  The Bank may 
conclusively rely on such certificate until it shall receive a further 
certificate of the Secretary or an Assistant Secretary of the Borrower 
cancelling or amending the prior certificate and submitting the true signatures 
of the officers named in such further certificate; and

       (d)  Such additional information, document or instruments as may be 
reasonably requested by the Bank.

    3.2  CONDITIONS PRECEDENT TO EACH LOAN

         The obligation to disburse any Loan at any time (including any Loan 
made on the date of this Agreement) is subject to the performance by the 
Borrower of all its obligations under this Agreement and to the satisfaction of 
the following further conditions:

           (a)  Timely receipt by the Bank of the appropriate Notice of 
Borrowing from the Borrower;

           (b)  The representations and warranties contained in Sections 4.1(a) 
through 4.1(g) hereof are true and accurate in all material respects as though 
made on and as of the date of the Notice of Borrowing and the date of the Loan 
requested therein;

           (c)  No Default or Event of Default has occurred and is continuing 
on the date of the Notice of Borrowing and the date of the Loan and no Default 
or Event of Default shall occur as a result of the making of the Loan; and

          (d)  Receipt by the Bank of such additional information concerning any
of the matters set forth in Article IV hereof as may be reasonably requested by 
the Bank.


                           ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES

      4.1  REPRESENTATIONS AND WARRANTIES OF THE BORROWER

      The Borrower represents and warrants for the benefit of the Bank as 
follows:

      (a)  All financial statements, information and other data furnished by the
Borrower to the Bank in connection with the Borrower's application for credit 
hereunder are, in all material respects, accurate and correct as of the date 
thereof and such financial statements have been prepared in accordance with 
generally accepted accounting principles and practices consistently applied and 
accurately represent the financial condition of the Borrower;



      (b)  The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of California and has all requisite
power and authority, corporate or otherwise, to conduct its business, to own its
properties and to execute, deliver and to perform all of its obligations under 
this Agreement;

      (c)  The making and the performance by the Borrower of this Agreement have
been duly authorized by all necessary corporate action and do not contravene any
provision of law or of the Borrower's amended Articles of Incorporation or By-
Laws or of any indenture or agreement or instrument to which the Borrower is a 
party or by which the Borrower or its properties may be bound or affected, and 
this Agreement is binding on the Borrower;

      (d)  The Loans have been duly authorized by an order of the Public 
Utilities Commission of the State of California, and any governmental authority,
commission or entity whose authorization is required, or, if such authorization 
has not been obtained, such authorization is not required;

      (e)  No Default or Event of Default has occurred and is continuing or 
would result from the incurring of obligations by the Borrower under this 
Agreement;

      (f)  None of the proceeds of any Loan hereunder will be used directly or 
indirectly for the purpose, whether immediate, incidental or ultimate, of 
purchasing or carrying any "margin stock" (as defined in Regulation U, as 
amended from time to time, of the Board).  The Borrower is not engaged 
principally,  as  one of  its  important  activities,  in the business of 
extending credit for the purpose of purchasing or carrying margin stocks within 
the meaning of said Regulation U; and

      (g)  Each Plan is in substantial compliance with
ERISA; no Plan is insolvent or in reorganization; no Plan has any material 
Unfunded Current Liability; no Plan has an accumulated or waived funding 
deficiency or permitted decreases in its funding standard account within the 
meaning of Section 412 of the Code; neither the Borrower, any Subsidiary nor any
ERISA Affiliate has incurred any material liability to or on account of a Plan 
pursuant to Sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA or expects to 
incur any liability under any of the foregoing Sections on account of the 
termination of participation in or contributions to any such Plan; no 
proceedings have been instituted to terminate any Plan in a distressed 
termination; no condition exists which presents a material risk to the Borrower 
or any Subsidiary of incurring a liability to or on account of a Plan pursuant 
to the foregoing provisions of ERISA and the Code; no lien imposed under the 
Code or ERISA on the assets of the Borrower or any Subsidiary exists or is 
likely to arise on account of any Plan; and the Borrower and each Subsidiary may
terminate contributions to any other employee benefit plans maintained by them 
without incurring any material liability to any person interested therein.



                          ARTICLE V

                   COVENANTS OF THE BORROWER

      5.1  COVENANTS OF THE BORROWER

          So long as this Agreement shall be in effect and the Commitment has 
not been terminated, and until the full and final payment of all principal of, 
and interest on, all Loans and all other obligations hereunder, the Borrower 
shall, unless the Bank shall otherwise consent in writing:

          (a)  Furnish the Bank with copies of the Borrower's 10-K statements, 
10-Q statements, and other periodic statements, Registration Statements, 8-K 
reports and any and all other reports, statements, or documents filed with the 
Securities and Exchange Commission, promptly after such filings are made, and 
(i) with respect to the Borrower's 10-K statements, in no event later than one 
hundred twenty (120) days after the end of each year, and (ii) with respect to 
the Borrower's 10-Q statements, in no event later than ninety (90) days after 
the end of each quarter; and promptly after any request by the Bank such other 
information regarding the Borrower's activities as the Bank may reasonably 
request;

          (b)  Promptly upon demand by the Bank, pay to and reimburse the Bank 
for all costs and expenses incurred by the Bank, by reason of payment by the 
Bank of any governmental charges, taxes (other than taxes levied on earned 
income) and penalties imposed on this Agreement or any other instrument issued 
hereunder; and

         (c)  As soon as possible and, in any event, within ten (10) days after 
the Borrower or any Subsidiary knows or has reason to know of the occurrence of 
any of the following events, the Borrower or such Subsidiary, as the case may 
be, will deliver to the Bank a certificate of the chief financial officer or 
vice president of finance of the Borrower or such Subsidiary, as the case may 
be, setting forth details as to such occurrence and such action, if any, which 
the Borrower or such Subsidiary is required or proposes to take, together with 
any notices required or proposed to be given to or filed with or by the Borrower
or such Subsidiary, the PBGC, a Plan participant or the Plan administrator with 
respect thereto: that a Reportable Event has occurred; that an accumulated 
funding deficiency has been incurred or an application may be or has been made 
to the Secretary of Labor for a waiver or modification of the minimum funding 
standard (including any required installment payments) or an extension of any 
amortization period under Section 412 of the Code with respect to a Plan; that 
a Plan has been or may be terminated, reorganized, partitioned or declared 
insolvent under Title IV of ERISA; that a Plan has an Unfunded Current Liability
 giving rise to a lien under ERISA, that proceedings may be or have been 
instituted to terminate a Plan; that a proceeding has been instituted pursuant 
to Section 515 of ERISA to collect a delinquent contribution to a Plan; or that 
the Borrower or a Subsidiary or any ERISA Affiliate will or may incur any 
liability (including any contingent or secondary liability) to or on account of 
the termination of or withdrawal from a Plan under Sections 4062, 4063, 4064, 
4201 or 4204 of ERISA.  The Borrower will deliver to the Bank a complete copy 
of the annual report (Form 5500) of each Plan required to be filed with the 
Internal Revenue Service.  In addition to any certificates or notices delivered 
to the Bank pursuant to the first sentence hereof, copies of annual reports and 
any other notices received by the Borrower or Subsidiary required to be 
delivered to the Bank shall be delivered to the Bank no later than ten (10) days
after the later of the date such report or notice has been filed with the 
Internal Revenue Service or the PBGC, given to Plan participants, or received 
by the Borrower or any Subsidiary.


                          ARTICLE VI

                       EVENTS OF DEFAULT

     6.1  DEFAULT

          Upon the occurrence of any of the following events (each an "Event of 
Default"):

         (a)  The Borrower shall fail to pay when due the principal amount of 
any Loans; PROVIDED, HOWEVER, that if a Loan is converted pursuant to Section 
2.6(b) or 2.6(c) hereof, then the failure to pay the principal amount of such 
Loan, when due, shall not be deemed an Event of Default under this Section 
6.1(a);

         (b)  The Borrower shall fail to pay, when due, any installment of 
interest or any Commitment Fee due under this Agreement and such failure 
continues for seven (7) days after written notice of such non-payment from the 
Bank to the Borrower or, if the giving of such notice is not permitted or is 
otherwise restricted by law, then such failure continues for seven (7) days;

         (c)  Any representation or warranty herein or in any agreement, 
instrument or certificate executed pursuant hereto or in connection with any 
transactions contemplated hereby shall prove to have been false or misleading 
in any material respect when made or when deemed to have been made;

         (d)  The Borrower shall breach or default under any term or provision 
of this Agreement not otherwise provided for in this Article VI within thirty 
(30) days after written notice of breach or default from the Bank to the 
Borrower;

         (e)  Any default shall occur under any other agreement involving the 
borrowing of money or any extension of credit to which the Borrower may be a 
party as obligor, if such default gives, or with the giving of notice or the 
lapse of time or both would give, to the holder of the obligation the right to 
accelerate the obligation or if the Borrower fails to pay any such obligation 
when due (including any applicable cure periods) within seven (7) days after 
written notice from the Bank to the Borrower;

         (f)  The Borrower shall fail to pay, when due, debts in excess of Ten 
Million Dollars ($10,000,000);

         (g)  The Borrower shall fail to pay debts generally as they come due, 
or admits in writing its inability to pay its debts as such debts become due, 
files any petition or action for relief under any bankruptcy, reorganization, 
insolvency, or moratorium law or any other law for the relief of, or relating 
to, debtors, now or hereafter in effect, makes any assignment for the benefit 
of creditors, or takes any corporate action in furtherance of any of the 
foregoing;

          (h)  An involuntary petition shall be filed under any bankruptcy 
statute against the Borrower, or a custodian, receiver, trustee, assignee for 
the benefit of creditors (or other similar official) shall be appointed to take 
possession, custody or control of the properties of the Borrower, unless such 
petition or appointment is set aside or withdrawn or ceases to be in effect 
within sixty (60) days from the date of said filing or appointment;

          (i)  Any financial statements, profit and loss statements or other 
statements furnished by the Borrower to the Bank prove to be false or incorrect 
in any material respect;

          (j)  There is any material change in the financial condition of the 
Borrower which the Bank, in good faith, believes will impair the prospect of 
payment or performance by the Borrower hereunder and which is not remedied 
within seven (7) days following notice thereof from the Bank; or

          (k)  Any Plan shall fail to maintain the minimum funding standard 
required for any Plan year or part thereof or a waiver of such standard or 
extension of any amortization period is sought or granted under Section 412 of 
the Code; any Plan is, shall have been or is likely to be terminated or the 
subject of termination proceedings under ERISA; any Plan shall have an Unfunded 
Current Liability; or the Borrower or any Subsidiary or any ERISA Affiliate has 
incurred or is likely to incur a liability to or on account of a Plan under 
Sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA; and there shall result 
from any such event or events the imposition of a lien upon the assets of the 
Borrower or any Subsidiary, the granting of a security interest, or a liability 
or a material risk of incurring a liability to the PBGC or a Plan or a trustee 
appointed under ERISA or a penalty under Section 4971 of the Code, which, in the
opinion of the Bank, will have a material adverse effect upon the business, 
operations, condition (financial or otherwise) or prospects of the Borrower; 
then, and in any such event, and at any time thereafter if an Event of Default 
shall then be continuing, the Bank may take any or all of the following actions 
(PROVIDED, THAT, if an Event of Default specified in Sections 6.1(g) or 6.1(h) 
shall occur, the result which would occur upon the giving of written notice by 
the Bank to the Borrower as specified in clauses (i) and (ii) below shall occur 
without the giving of any such notice):

          (i)     Declare the Commitment terminated, whereupon any Commitment 
Fee shall forthwith become due and payable without any other notice of any kind;

         (ii)    Declare the principal of and any accrued interest in respect 
of all Loans and all other obligations owing hereunder to be, whereupon the same
shall become, forthwith due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; and

        (iii)   Pursue any other remedies available to the Bank under this 
Agreement or at law or equity.

                            ARTICLE VII

                           MISCELLANEOUS

    7.1    NOTICE

           All notices, requests or demands to or upon the Borrower shall be 
given or made at the address set forth below:


                           BORROWER

NAME                       ADDRESS

San Diego Gas & Electric   P.O. Box 1831
Company                    San Diego, California  92112
                           Attn:  Cash Management
                           Supervisor

         All notices, requests or demands to or upon the Bank shall be given or 
made at the address set forth in Annex 1 hereto.

         Except as otherwise provided herein, all such notices, requests and 
demands given or made in connection with the terms and provisions of this 
Agreement shall be deemed to have been given or made when sent by registered 
mail, postage prepaid or, in case of telegraphic notice, when delivered to the 
telegraphic company, addressed as specified in this Section 7.1 or by telephonic
contact followed by immediate written confirmation.

     7.2  PAYMENT OF EXPENSES

           The Borrower hereby agrees to pay all reasonable costs and expenses 
(including, without limitation, the fees and disbursements of outside counsel 
and the allocated costs, fees and disbursements for in-house legal services) of 
the Bank in connection with:  (a) the preparation, execution, delivery and 
administration of this Agreement and the documents and instruments referred to 
herein and any amendment, waiver, amendment or consent relating hereto or 
thereto, (b) the enforcement of this Agreement and the documents and instruments
referred to herein, and (c) any refinancing or restructuring of the Commitment 
in the nature of a "work-out".
     7.3  DELAY

          No failure to exercise, and no delay in exercising, on the part of the
Bank, of any right, power or privilege hereunder shall operate as a waiver 
thereof; nor shall any single or partial exercise of any right, power or 
privilege hereunder preclude any other or further exercise thereof or the 
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies otherwise 
provided by law.

     7.4  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations, warranties, covenants and agreements of the Borrower 
contained herein shall survive the making of Loans hereunder and shall continue 
in full force and effect so long as any amount is outstanding hereunder.

    7.5   WAIVER

          This Agreement and any term or provision hereof may be changed, 
waived, discharged or terminated by an instrument in writing executed by the 
Borrower and the Bank.  Any such change, waiver, discharge or termination 
effected as above provided in this Section 7.5 shall be effective for all 
purposes even as against the Bank and its successors or assigns who have not 
joined therein.

      7.6  DELIVERY OF DOCUMENTS

           The Borrower agrees that any time or from time to time, upon the 
written request of the Bank, the Borrower will execute and deliver such further 
documents and do such further acts and things as the Bank may reasonably request
in order to fully effect the purposes of this Agreement and to provide for the 
payment of the principal and the interest of any Loan made hereunder in 
accordance with the terms and provisions hereof.

     7.7  BINDING EFFECT

     This Agreement shall be binding upon and inure to the benefit of the Bank, 
the Borrower, and their respective successors and assigns.  The Bank may at any 
time sell, assign, grant participations in, or otherwise transfer to any other 
person, firm, or corporation (a "Participant") all or part of the obligations 
of the Borrower under this Agreement.  The Borrower agrees that each such 
disposition will give rise to a direct obligation of the Borrower to the 
Participant.  The Borrower authorizes the Bank and each Participant, upon the 
occurrence of an Event of Default, to proceed directly by right of setoff or 
banker's lien against any property of the Borrower in the possession of or under
the control of the Bank or such Participant, respectively.  The Borrower 
authorizes the Bank to disclose to any prospective Participant and any 
Participant any and all information in Bank's possession concerning the Borrower
and this Agreement.  The Participant shall, for the purposes of Section 2.12 of 
this Agreement, be considered to be the "Bank,"; PROVIDED THAT, the Borrower 
shall not have to pay any additional amounts under Section 2.12 of this 
Agreement to such Participant unless such amount would have been payable to the 
Bank.  

      7.8  GOVERNING LAW

     This Agreement and all other agreements and instruments executed hereunder,
and the rights and obligations of the parties hereunder, shall be governed by 
and construed and interpreted in accordance with the laws of the State of 
California.

      7.9  EXECUTION IN COUNTERPARTS

      This Agreement may be executed in any number of counterparts and all of 
such counterparts taken together shall be deemed to constitute one and the same 
instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed and delivered by their duly authorized officers as of the date first 
hereinabove written.


SAN DIEGO GAS & ELECTRIC COMPANY

By______________________________

Title:__________________________


CIBC, INC.

By______________________________

Title:__________________________
























                           ANNEX 1
           (Effective December 1, 1993 to October 31, 1994)


     This Annex 1 is attached to and forms a part of the Loan Agreement, dated 
as of December 1, 1993, between CIBC, Inc. and San Diego Gas and Electric 
Company (the "Borrower").

NAME OF BANK                   CIBC, Inc.

Amount of Bank             $10,000,000
  Commitment               (ten million dollars)

Commitment Fee Rate         One-tenth of one percent (.1%) on unused portion
                              payable quarterly in arrears.

Expiration Date of
Availability Period        October 31, 1994

CD Rate Margin             One-quarter of one percent (1/4%)

Offshore Rate Margin       One-quarter of one percent (1/4%)

Bank Account of the        Bank of America
     Borrower              1850 Gateway Blvd., Concord, CA
                           ABA #121000358
                           San Diego Gas & Electric Company
                           Account #00506-00076

Domestic Lending Office    Maryann Stathis, Senior Associate
                           Treasury Services, CIBC - Atlanta
                           Two Paces West
                           2727 Paces Ferry Road, Suite 1200
                           Atlanta, GA  30339
                           Telephone:  (404) 319-4831
                           Telecopier: (404) 319-4950
                           Telex:      54-5413

                           Wire Instructions:
                           Morgan Guaranty Bank
                           New York, New York
                           ABA #021-000-238
                           f/a CIBC - New York
                           # 630-00-480
                           Attn:  Credit Operations, Atlanta
                           Ref: San Diego Gas & Electric Co.

Offshore Lending Office    Same as "Domestic Lending Office"

Bank Contact for Loan      Maryann Stathis, Senior Associate
Advances, Repayments,      Ref: "Domestic Lending Office"
Repricing and Rollovers

Address for Notices        Clare C. Coyne, Senior Associate
to Bank for Adminis-       Credit Operations, CIBC - Atlanta
  trative Matters          Two Paces West
                           2727 Paces Ferry Road, Suite 1200
                           Atlanta, GA  30339
                           Telephone:  (404) 319-4836
                           Telecopier: (404) 319-4950
                           Telex:      54-2413







                            EXHIBIT 10.8
                      Amendment to Restated Contract.

This Amendment is entered into as of the 26th day of March, 1993, by and between
San Diego Gas & Electric Company (SDG&E) and Southern California Gas Company
(SoCalGas), to amend the Restated Long-Term Natural Gas Service Contract between
the parties dated September 1, 1990 ("Restated Contract"). All definitions set
forth in the Restated Contract are incorporated by reference herein as if set
forth in full.

NOW THEREFORE, in consideration of the promises and mutual understandings set
forth below, the parties agree as follows:

1. Firm Interstate Pipeline Capacity

     (a)  Notwithstanding any provision in the Restated Contract, SDG&E's
reservation of interstate pipeline capacity from SoCalGas under the Restated
Contract shall be reduced from 300 MMcf/d (310,500 Dth/d) to 90 MMcf/d (93,150
Dth/d), which is consistent with California Public Utilities Commission (CPUC)
Decision No. D.91 025, as supplemented by D.92-07-025 and Resolution No. G-3023.
The 93,150 Dth/d shall consist of 67,275 Dth/d on the El Paso interstate
pipeline system, and 25,875 Dth/d on the Transwestern pipeline system. This
reservation of interstate capacity is for SDG&E's core load usage. The
interstate capacity for both interstate gas pipelines will be assigned to SDG&E
via Pre-Arranged Deal, and, subject to acceptance by such interstate pipelines,
the assignments shall be made effective upon the date of full implementation of
the CPUC's capacity brokering rules in accordance with Resolution No. G-3023.
In the event of partial implementation of capacity brokering, the 25,875 Dth/d
of interstate capacity on the Transwestern pipeline will be assigned to SDG&E
upon the implementation date of such partial implementation in accordance with
D.92-07-025 and Resolution No. G-3045.

     (b)  Notwithstanding any provision in the Restated Contract, as of the
implementation date of the CPUC's Capacity Brokering rules (currently
contemplated to occur on August 1, 1993), Transwestern and El Paso interstate
demand charges shall, consistent with D.9111-025 and D.92-07-025, be removed
from the rates charged to SDG&E under the Restated Contract. In the event of a
partial implementation of Capacity Brokering, only the Transwestern pipeline
demand charges shall be removed from SDG&E's rates on the date of such partial
implementation. Upon such partial implementation, the El Paso demand charges
shall be removed thereafter from the rates charged to SDG&E immediately upon
full implementation of Capacity Brokering.

2. Rate Changes

To accommodate changes to rates in the future resulting from CPUC actions,
Section 3.1.6 of the Restated Contract is amended as follows:

     (a)  Demand Charge and Volumetric charges in Sections 3.1.1 and 3.1.2 shall
be adjusted one (1) time during each Contract Year starting from the base
established by CPUC Decision D.90-01-015, consistent with any subsequent CPUC
Cost Allocation Proceeding or other CPUC decisions. SoCalGas shall be entitled
to select the date of adjustment for any Contract Year, which date shall in no
event be prior to effective date(s) of the Cost Allocation Proceeding or other
CPUC decision(s) on which it is based. Subsequent Cost Allocation Proceedings
or other CPUC decision(s) during such Contract Year, issued after the date
selected by SoCalGas for the next Contract Year, shall become effective as of
the date selected by SoCalGas for the next Contract Year immediately following.
Adjustments or refunds deferred from a contract year to the next immediately
following Contract Year shall be subject to interest from the effective date of
the CPUC Decision applicable thereto. Such interest, whether payable by SDG&E
(for any increase) or SoCalGas (for any decrease), shall be calculated at the
interest rate applicable to SoCalGas' balancing accounts under section F of the
SoCalGas Tariff Preliminary Statement, or its successor. Thus, for example, the
difference in authorized rates computed from a CPUC CAP (Cost Allocation
Proceeding) decision which is effective on October 1 of a Contract Year, but not
translated to a rate change under this Contract until the following January 1,
shall also reflect three (3) months interest thereon.

     (b)  Amended Appendix B is attached hereto and incorporated herein to
demonstrate how such adjustments to the rates will be made. As of March 16,
1990, the Amended Appendix B supersedes and replaces the previous Appendix B.
A new Appendix B shall be agreed upon and automatically incorporated by
reference herein as of the effective date therefor established under Section
3.1.6(a).

     (c)  Demand Charge and Volumetric charges in Sections 3.1.1 and 3.1.2 may
also be adjusted, as mutually agreed between SoCalGas and SDG&E more than once
each year to coincide with the timing of implementation of the CPUC CAP or other
CPUC decisions.

3. Continuation of Restated Contract

Except as set forth in this Amendment, the Restated Contract shall continue in
full force and effect.

NOW THEREFORE, the authorized representatives of the parties have executed two
(2) duplicate copies of this Amendment as of the date first set forth above.

SAN DIEGO GAS & ELECTRIC COMPANY       SOUTHERN CALIFORNIA  GAS COMPANY 
                                                                              
               
By _____________________________       By _____________________________
   Edwin A. Guile                         Eric . Nelson
   Title Senior VP, Energy Supply         Title: Manager of Major Markets

 

                                    EXHIBIT 12.1

                          SAN DIEGO GAS & ELECTRIC COMPANY
   
            COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                           AND PREFERRED STOCK DIVIDENDS
1989 1990 1991 1992 1993 ---------- ---------- ---------- ---------- ---------- (Unaudited) Fixed Charges: Interest: Long-Term Debt $ 87,962 $ 97,894 $ 98,802 $100,776 $ 93,402 Short-Term Debt 13,984 12,301 8,234 6,242 7,980 Amortization of Debt Discount and Expense, Less Premium 2,420 2,465 2,471 2,881 4,162 Interest Portion of Annual Rentals 23,664 20,898 18,067 14,677 19,206 ---------- ---------- ---------- ----------- ---------- Total Fixed Charges 128,030 133,558 127,574 124,576 124,750 ---------- ---------- ---------- ----------- ---------- Preferred Dividends Requirements 11,202 10,863 10,535 9,600 8,565 Ratio of Income Before Tax to Net Income 1.79480 1.75499 1.63017 1.72369 1.67794 ---------- ---------- ---------- ----------- ---------- Preferred Dividends for Purpose of Ratio 20,105 19,064 17,174 16,547 14,372 ---------- ---------- ---------- ---------- ---------- Total Fixed Charges and Preferred Dividends for Purpose of Ratio $148,135 $152,622 $144,748 $141,123 $139,122 ========== ========== ========== ========== ========== Earnings: Net Income (before preferred dividend requirements) $179,434 $207,841 $208,060 $210,657 $218,715 Add: Fixed Charges (from above) 128,030 133,558 127,574 124,576 124,750 Less: Fixed Charges Capitalized 3,481 3,306 2,907 2,242 5,789 Taxes on Income 142,614 156,917 131,114 152,451 148,275 ---------- ---------- ---------- ---------- ---------- Total Earnings for Purpose of Ratio $446,597 $495,010 $463,841 $485,442 $485,951 ========== ========== ========== ========== ========== Ratio of Earnings to Combined Fixed Charges and Preferred Dividends 3.01 3.24 3.20 3.44 3.49 ========== ========== ========== ========== ==========


EXCERPT FROM TEN-YEAR SUMMARY PAGES 16-17

In millions of dollars except per share amounts
1993 1992 1991 1990 1989 -------- -------- -------- -------- -------- For the years ended December 31 Operating revenues $1,980.1 $1,870.9 $1,789.0 $1,771.9 $1,669.5 Operating income 293.7 296.3 315.5 314.0 284.8 Net income (before preferred dividend requirements) 218.7 210.7 208.1 207.8 187.1 Earnings per common share 1.81 1.77 1.76 1.76 1.57 Dividends declared per common share 1.48 1.44 1.3875 1.35 1.35 At December 31 Total assets 4,702.2 4,199.8 3,747.6 3,656.6 3,546.5 Long-term debt and preferred stock subject to mandatory redemption (excludes current portion)*** 1,525.0 1,651.9 1,331.2 1,337.1 1,287.2
*Includes ($7.7) million from the cumulative effect of change in accounting principle. **Includes ($0.07) for cumulative effect of change in accounting principle. ***Includes long-term debt redeemable within one year. This summary should be read in conjunction with the consolidated financial statements and notes to consolidated financial statements contained elsewhere in this report. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS San Diego Gas & Electric Company is an operating public utility engaged in the electric and gas businesses. SDG&E generates and purchases electric energy and distributes it to 1.1 million customers in San Diego County and an adjacent portion of Orange County, California. It also purchases natural gas and distributes it to 690,000 customers in San Diego County. SDG&E also transports electricity and gas for others. SDG&E has diversified into other businesses. SDG&E owns an 80-percent share of Wahlco Environmental Systems, which designs and manufactures air-pollution control and power-efficiency equipment for electric utilities and other power producers, refineries, and other manufacturers. Wholly owned Enova Corporation invests in limited partnerships representing about 300 affordable-housing projects located throughout the United States. Wholly owned Califia Company leases computer equipment. The investments in Enova and Califia are expected to provide income tax benefits over the next several years. Additional information regarding SDG&E's subsidiaries is described in Note 2 of the notes to consolidated financial statements. REVENUES Electric revenues increased 5 percent in 1993 and 7 percent in 1992. The 1993 increase reflects higher authorized costs and increased sales to other utilities. The 1992 increase reflects higher authorized costs and higher volumes as a result of warmer weather. Gas revenues increased 3 percent in 1993 and decreased 1 percent in 1992. The 1993 increase reflects higher authorized costs, partially offset by lower sales volume as a result of customers' purchases of gas directly from other suppliers. The 1992 decrease reflects lower sales volume due to warmer weather and customers' purchases of gas directly from other suppliers, partially offset by higher authorized costs. Revenues from diversified operations contributed 6 percent of SDG&E's consolidated revenues in 1993, 5 percent in 1992 and 5 percent in 1991. The 1993 increase in revenues from diversified operations primarily resulted from Califia's leasing activities. Wahlco's revenues remained the same in 1993 after decreasing in 1992 due to lower sales of flue gas conditioning systems. The market for flue gas conditioning systems has not developed in the United States as a result of many companies' delaying decisions on how to comply with the Clean Air Act. Wahlco also faces increasing competition from the availability of federal pollution credits, suppliers of lower-cost alternative systems and other options. In late 1993 Wahlco recorded a restructuring charge to reflect the planned relocation of Wahlco's manufacturing operations in Canada and West Virginia to its other U.S. facilities. OPERATING EXPENSES Purchased-power expense increased in 1993 due to purchases of short-term energy to replace lower-cost nuclear generation resulting from the refueling of the San Onofre Nuclear Generating Station Units 2 and 3 during 1993 and the permanent shutdown of Unit 1 in late 1992. Electric fuel expense remained the same in 1993, reflecting lower generation offset by higher prices for natural gas. Electric fuel and purchased-power expense increased in 1992 primarily due to higher volumes. The decrease in gas purchased for resale in 1993 reflects the lower sales volumes resulting from customers' purchases of gas directly from other suppliers, partially offset by higher prices for natural gas. Gas purchased for resale decreased in 1992 due to lower volumes and customers' purchases of gas directly from other suppliers. Other operating expenses increased in 1993 primarily due to higher utility operating and maintenance expenses, higher subsidiary operating expenses arising from Califia's increased leasing activities and higher depreciation as a result of the accelerated recovery of SDG&E's remaining investment in SONGS Unit 1. Other operating expenses increased in 1992 primarily due to new energy conservation programs. OTHER INCOME AND DEDUCTIONS The only significant change in other income and deductions was the 1992 increase due to the shutdown of SONGS Unit 1 and the related rate recovery of Unit 1 costs. EARNINGS In 1993 earnings per common share were $1.81, compared to earnings of $1.77 in 1992 and $1.76 in 1991. The increase in earnings in 1993 is due primarily to improved subsidiary results. The increase in earnings in 1992 is due primarily to the rate recovery of SONGS Unit 1 costs and to the partial restoration of the California Public Utilities Commission's 1989 Southwest Powerlink disallowance, partially offset by subsidiary losses and the $15 million merger termination fee paid by Southern California Edison in 1991 and the related income tax benefit from the merger expenses that SDG&E incurred in prior years. SDG&E's nonutility subsidiaries contributed 2 cents to earnings per common share in 1993, reduced earnings by 12 cents per common share in 1992 and contributed 5 cents per common share to earnings in 1991. LIQUIDITY AND CAPITAL RESOURCES Utility operations continue to be a major source of liquidity for SDG&E. In addition, SDG&E's financing needs are met primarily through issuances of short- and long-term debt and of common and preferred stock. These capital resources are expected to remain available. Cash requirements include plant construction and other capital expenditures, subsidiaries' affordable-housing and leasing investments, and retirements of long-term debt. 18 CASH FLOWS FROM OPERATING ACTIVITIES The major changes in cash flows from operations among the three years result from changes in regulatory balancing accounts, income taxes, and accounts payable and other current liabilities. The change in cash flows related to regulatory balancing accounts in 1993 compared to 1992 was due primarily to higher prices for natural gas and the replacement of lower-cost nuclear generation with purchased power and gas-fired generation due to the refueling of SONGS Units 2 and 3 during 1993 and the shutdown of SONGS Unit 1 in late 1992. The change in cash flows related to regulatory balancing accounts in 1992 compared to 1991 was due primarily to the higher cost of fuel and purchased power, partially offset by higher sales volume in 1992. The changes in cash flows related to income taxes were due primarily to higher income tax payments in 1992 in connection with a preliminary settlement with the Internal Revenue Service on the timing of certain deductions in prior years. The changes in cash flows related to accounts payable and other liabilities were due primarily to 1991 gas-supplier refunds that were applied to customers' bills in 1992. CASH FLOWS FROM FINANCING ACTIVITIES During 1993 SDG&E issued $370 million of first mortgage bonds and other long-term debt, including $179 million of tax-exempt Industrial Development Bonds issued through the City of San Diego and $60 million of tax-exempt Pollution Control Bonds issued through the California Pollution Financing Authority. The cash flows from these issuances and from operations were used to refinance higher-cost IDBs, other first mortgage bonds and other long-term debt. In addition, SDG&E reacquired preferred stock at a cost of $65 million and issued $51 million of preferred stock at a lower dividend rate. SDG&E plans to issue $55 million of preferred stock in 1994. Through its employee savings and common stock investment plans, SDG&E issued $39 million of common stock in 1993 and plans no such issues in 1994. SDG&E's utility capital structure is one factor that has enabled it to obtain long-term financing at attractive 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. 1989 1990 1991 1992 1993 Goal --------------------------------------------------- Common equity 45% 45% 47% 47% 47% 45-48% Preferred stock 6 6 5 5 4 5-7 Debt and leases 49 49 48 48 49 46-49 --------------------------------------------------- Total 100% 100% 100% 100% 100% 100% During 1993 the major credit-rating agencies issued statements indicating that competition and changes in regulation are subjecting utilities to greater risks. In October 1993 Standard & Poor's Corporation, after completing a review of the industry, concluded that more stringent risk-assessment standards were appropriate and revised ratings outlooks for about one-third of the utilities from "stable" to "negative." SDG&E's outlook is rated "negative." However, SDG&E's long-term debt ratings have not changed since 1985. Moody's Investors Service and Standard & Poor's recently reaffirmed their ratings of Aa3 and A+, respectively, for SDG&E's long-term debt. CASH FLOWS FROM INVESTING ACTIVITIES Sources of cash for investing activities in 1993 included $190 million withdrawn from the construction trust fund, into which $248 million of proceeds from issuances of IDBs was deposited in 1992. Cash used in investing activities in 1993 included utility construction expenditures, payments to the nuclear decommissioning trust, and subsidiaries' leasing activities and investments in affordable-housing projects. Construction expenditures, excluding nuclear fuel and the allowance for equity funds used during construction, were $354 million in 1993 and are estimated to be about $260 million in 1994. SDG&E 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 after 1994 will depend heavily on the timing of expenditures to comply with air emission reduction and other environmental requirements, and on whether SDG&E proceeds with its proposed South Bay Repower project and its plan to transport natural gas to Mexico. These matters are discussed below. Payments to the nuclear decommissioning trust are expected to continue until the units are decommissioned, which is not expected to occur before 2014. Although Unit 1 was permanently shut down in 1992, it is expected to be decommissioned concurrently with Units 2 and 3. REGULATORY MATTERS ELECTRIC RATES In December 1993 the CPUC issued decisions on the 1994 Cost of Capital and Operational Attrition proceedings, authorizing returns on equity from 10.85 percent to 11.1 percent for the six energy utilities under the CPUC's jurisdiction. This is a decrease from 1993 authorized returns which ranged from 11.8 percent to 11.95 percent. The CPUC lowered the rates of return of California utilities due to its concern for California's poor economy. The CPUC authorized a 10.85 percent return on equity for SDG&E (compared to 11.85 percent for 1993), for an overall rate of return of 9.03 percent (compared to 9.94 percent for 1993). The CPUC also authorized an attrition increase which 19 results in a $1 million increase in electric and gas rates when combined with the effects of the Cost of Capital decision. The attrition increase reflects expected higher operating and maintenance expenses, capital expenditures and other non-fuel costs associated with SDG&E's 1994 operations. The CPUC's decision was effective January 1, 1994. On July 21, 1993 the CPUC issued its decision on the forecast phase of SDG&E's 1993 Energy Cost Adjustment Clause proceeding, approving a $53 million increase in electric rates effective August 1, 1993. The increase reflects higher fuel and purchased-power expenses and the recovery of SDG&E's remaining investment in SONGS Unit 1. On September 29, 1993 SDG&E filed its 1994 ECAC application and has requested an increase of $56 million in electric rates to cover expected higher fuel and purchased-power expenses, and recovery of prior undercollections from customers. A CPUC decision is expected in May 1994 with rates effective June 1, 1994. The CPUC is reviewing the reasonableness of SDG&E's fuel and purchased-power expenses and operations for the ECAC periods from August 1, 1991 to July 31, 1993. CPUC decisions are expected in 1994. Included will be the CPUC's assessment of SDG&E's administration of its 75-megawatt purchased-power contract with Portland General Electric for the three years ended July 31, 1992. GAS RATES During 1992 the CPUC initiated its Gas Bypass Rulemaking proceeding to consider rules allowing utilities to discount prices to avoid losing customers who would otherwise have their gas transported by others. The CPUC may also eliminate balancing account coverage for transportation costs associated with noncore customers, which would increase utilities' risk of recovering certain costs. A CPUC decision is expected in 1994. On May 19, 1993 the CPUC issued its Long-Run Marginal Cost decision, requiring a larger portion of gas transportation costs to be allocated to residential customers, thereby lowering rates for large industrial customers. The decision is intended to help California industries become more competitive, and will reduce the large industrial customers' incentives to leave utilities' systems. The decision reduced SDG&E's annual payments to Southern California Gas Company by $5 million, effective June 1, 1993, and results in significantly lowered rates for SDG&E's large industrial customers, with only slightly increased rates for SDG&E's residential customers. The Federal Energy Regulatory Commission's Order 636 required interstate pipeline companies to make pipeline capacity directly available to retail and wholesale customers by November 1, 1993. In addition, the CPUC's Gas Capacity Brokering decision required SoCal Gas to make its long-term rights to interstate capacity available to its retail and wholesale customers beginning in August 1993. As a result SDG&E reduced its commitment to SoCal Gas for firm interstate pipeline capacity to reflect its core customer demand, allowing SDG&E to bid for capacity to meet its noncore customer demand as needed on a short-term basis (core customers are primarily residential and commercial customers). In September 1993 SDG&E filed its Biennial Cost Allocation Proceeding application to recover higher expected natural gas prices and to recover prior undercollections of gas costs. On January 1, 1994 the CPUC approved a portion of SDG&E's application, authorizing a $10 million increase in SDG&E's gas rates to reflect SoCal Gas's request for interim rate relief to recover stranded costs associated with SoCal Gas's long-term interstate transportation contracts. A decision on the remainder of the BCAP application is expected in late 1994. SAN ONOFRE NUCLEAR GENERATING STATION UNIT 1 In November 1992 the CPUC issued a decision to permanently shut down SONGS Unit 1. The decision authorized Edison and SDG&E to recover their investments in Unit 1, of which SDG&E's share was $111 million, over a four-year period. SDG&E is authorized to recover its investment earning a return of 9.1 percent. PERFORMANCE-BASED RATEMAKING In October 1992 SDG&E applied to the CPUC to implement performance-based ratemaking, requesting incentive regulation for: 1) gas procurement and transportation; 2) electric generation and purchased power; 3) base rates and 4) long-term electric-resource procurement. On June 23, 1993 the CPUC approved the first two mechanisms on a two-year experimental basis beginning August 1, 1993. These mechanisms will measure SDG&E's ability to purchase and transport natural gas and to generate energy or purchase short-term energy at the lowest possible cost, by comparing SDG&E's performance against various market benchmarks. SDG&E's shareholders and customers will share in any savings or excess costs within predetermined ranges. Under the proposed base-rate mechanism, SDG&E would forego its 1996 General Rate Case (although SDG&E's annual cost of capital proceeding would be continued) and utilize the proposed base-rate mechanism for a five-year period beginning in May 1994. The mechanism has three components, which incorporate a range of possible shareholder benefits and risks. The first is a formula similar to the current attrition mechanism used to determine SDG&E's annual revenue requirement for operating, maintenance and capital expenditures. The second consists of a set of indicators which determine performance standards for customer rates, employee safety, electric system reliability and customer satisfaction. The third component establishes a revenue-sharing mechanism based on SDG&E's rate of return. 20 On December 7, 1993 SDG&E; the CPUC's Division of Ratepayer Advocates; and the U.S. Navy, SDG&E's largest customer, filed testimony agreeing on the base-rate mechanism. However, the Utility Consumers' Action Network, a utility-customer advocate group, filed with the CPUC a request for modification of SDG&E's proposal. The City of San Diego has filed a request to participate in the proceeding. On January 14, 1994 SDG&E filed rebuttal testimony to UCAN's petition. Hearings were concluded on January 28, 1994. A CPUC decision is expected in the second quarter of 1994. SDG&E expects the long-term electric-resource procurement mechanism to be addressed after proceedings on the base-rate mechanism. This proposal, which does not have a risk-sharing mechanism, calls for a bidding system, under which SDG&E would compete with other utilities and nonutility producers to provide long-term generating resources, including long-term purchased capacity, to SDG&E customers. This mechanism would replace the Biennial Resource Plan Update proceeding with a market-based approach to long-term electric-resource procurement. The CPUC would have final approval of the resources selected by SDG&E. RESOURCE PLANNING During the period 1994 through 1997, SDG&E is projecting an electric load growth of 1 percent to 1.5 percent per year for both sales and peak demand. The combination of load growth and terminating purchased-power contracts results in a need for additional capacity. In June 1993 the CPUC issued its final decision on the BRPU proceeding, requiring SDG&E to competitively bid for 491 mw of capacity beginning in 1997, including alternatives to SDG&E's proposed 291-mw Encina Repower project. The decision also required a minimum of 100 mw to be supplied from renewable resources such as geothermal, solar- and wind-generated power. On December 9, 1993 SDG&E announced the preliminary list of successful bids, of which the majority were cogeneration projects and the remainder were wind, geothermal, solar and biomass projects. Based on preliminary assessments, several of the bids that represented alternatives to the Encina Repower project were priced lower than SDG&E's proposal. The winning bids were scheduled to be announced in May 1994. However, on December 21, 1993 SDG&E filed a Petition for Modification of the BRPU decision, indicating that SDG&E's customers would be required to pay up to $800 million in excess energy costs over a 30-year period under the CPUC's bidding rules. These include the "second-price auction" rule, which requires SDG&E to reject the lowest bid prices and use the next higher range of bid prices as the basis for paying for BRPU energy. SDG&E's petition requests that it pay for the 491 mw of capacity at the lowest bid prices. The petition also requests that SDG&E be allowed to procure replacement capacity if a selected bidder is unable to perform under the bid terms. SDG&E is considering the addition of 500 mw of capacity to its system by either repowering its South Bay power plant or by purchasing capacity from others. SDG&E has filed an application with the CPUC for a Certificate of Public Convenience and Necessity, requesting approval of the South Bay Repower project and recovery of the project's capital costs and operating and maintenance expenses in the same manner as a typical qualifying nonutility producer selling power to SDG&E under a purchased-power contract. SDG&E would be at risk if it exceeds the proposed cost of construction, financing and operation of the plant. SDG&E would also be at risk to meet certain performance standards measuring the plant's efficiency and output. SDG&E also initiated a competitive bidding process to assess alternatives to the South Bay Repower project. Bids were submitted by independent power producers, cogenerators and others. In November 1993 SDG&E announced the preliminary results of the competitive bidding process. The South Bay Repower project was found to be competitive based on standardized guidelines established for all bidders. However, the CPUC is evaluating SDG&E's application to determine whether the South Bay Repower project would be the most cost-effective means of supplying additional capacity to SDG&E in 1997. The project also requires approval by the California Energy Commission. SDG&E is reconsidering its application and is curtailing preliminary expenditures on the project pending CPUC resolution of issues arising from the BRPU auction and clearer direction on how utilities should plan to meet their needs for additional generating capacity. COMPETITION SDG&E faces significant challenges as competition emerges in the electric and gas industries as a result of ongoing restructuring by federal and state regulatory authorities. These challenges include price competition, customers' bypass of SDG&E's electric and gas systems, nonutility generation, transmission access, retail wheeling, unfavorable economic conditions in California, and reduced customer growth within SDG&E's service territory. The CPUC is considering reforming the electric utility industry in California and has identified several alternatives. One alternative would be to adopt limited reform by establishing a performance-based ratemaking mechanism, but no longer assuring utilities' recovery of fuel and other costs. This would be accomplished through the elimination of balancing accounts and rate adjustment mechanisms, which stabilize utilities' revenues for fluctuations in sales volumes and adjust future rates for variance from forecasted costs for fuel and purchased power. A second alternative would be to adopt retail wheeling in 21 California, allowing commercial and industrial customers to procure energy from producers other than their local utility. A third alternative would involve a complete restructuring of the electric industry, which would require utilities to divest of their power plants and become "common carrier" transmission and distribution facilities and which would require customers to procure their energy from others, using the utilities only for transmission. The CPUC is also considering other means of enhancing competition, by allowing others to offer services typically performed by utilities. For example, the CPUC has ordered a test program to see if others could effectively provide lower-cost energy conservation services to utilities' customers. The National Energy Policy Act was passed in 1992 to increase competition in the wholesale electric-generation market and to lower energy prices by easing restrictions on independent power production and by establishing a new class of electricity providers called "exempt wholesale generators." This allows both utilities and nonutility producers to operate generating facilities in more than one state with fewer restrictions imposed by the federal government. In certain circumstances the act also authorizes the FERC to require a utility to provide transmission service for others over its existing facilities or to build new facilities, if necessary. Recent CPUC decisions also will affect SDG&E's use of its transmission system. As a result of the CPUC's BRPU decision, SDG&E will be responsible for upgrading its transmission system and arranging for the transmission of power to its system from other producers. Several states are considering adopting retail wheeling, which will allow other producers to sell energy to a utility's retail customers. However, many issues and complications still need to be resolved. As the restructuring of the electric industry evolves, SDG&E will become more vulnerable to competition. California utilities' rates are significantly higher than the national average. SDG&E's industrial customers pay electricity prices that are among the highest in the Southwest. However, since 1989 SDG&E has been the lowest-cost provider of electricity among the major, investor-owned California utilities. In addition, SDG&E has a lower concentration of industrial customers, making its customers a less likely target for outside competitors. Furthermore, about 50 percent of SDG&E's capacity needs are met through purchased power, which limits SDG&E's risk of recovering its power plant investment. Restructuring of the gas utility industry at the federal and state levels has allowed customers to bypass utilities as suppliers of natural gas. Nonutility electric producers may now use a utility's facilities to transport gas purchased from nonutility suppliers. Also, smaller customers may form groups to buy gas from another supplier. SOURCES OF FUEL AND ENERGY SDG&E's primary sources of fuel and energy include surplus energy from other utilities in the Southwest and the Northwest, natural gas from Canada and the Southwest, and uranium from Canada and Germany. SDG&E expects its purchased fuel and energy costs to remain relatively low in the next few years due to the continued availability of surplus energy in the Southwest and the availability of natural gas. During 1993 SDG&E began receiving low-cost gas from Canada. SDG&E is currently involved in litigation concerning the contracts for this gas. SDG&E cannot predict the outcome of the litigation but does not expect that even an unfavorable outcome would have a material effect on its financial condition or results of operations. SDG&E also purchases a significant portion of its gas supplies from short-term sources in the Southwest. Although short-term natural gas supplies and prices remain volatile due to weather and other conditions, these sources should provide SDG&E with an adequate supply of low-cost natural gas. PROPOSED TRANSPORTATION OF GAS TO MEXICO In 1993 SDG&E and SoCal Gas submitted a joint proposal to transport natural gas to Mexico. The project is subject to approval by Mexico and various federal, state and local agencies, and involves the construction of an 80-mile pipeline from SoCal Gas's service territory to the Mexican border. In August 1993 the FERC issued a permit to SDG&E and SoCal Gas, allowing them to make natural gas available to Mexico at the Tijuana border. The project's plans include providing gas to the nearby Rosarito power plant, which would be expanded and converted from oil-fired to gas-fired, thereby reducing air pollution in Mexico and California. Mexico has also expressed interest in obtaining gas at another border crossing to serve the area's industrial customers. As a result, a related application was filed with the FERC for permission to transport gas to Mexicali through SoCal Gas's existing systems in the Imperial Valley. Competing proposals have been submitted by others. SDG&E would face significant competition if one of the other proposals is selected and a major pipeline begins operating near SDG&E's service territory. CUSTOMER GROWTH Due to the continuing recession in California, customer growth has remained low, increasing about 1 percent annually in 1993 and 1992. The cutbacks in defense spending and construction have contributed to the loss of jobs in San Diego County. Fewer commercial businesses are being established in California due to the high cost of taxes and regulations. ENVIRONMENTAL MATTERS SDG&E's operations are conducted in accordance with federal, state and local environmental laws and regulations governing hazardous wastes, air and water quality, land use, and solid waste disposal. SDG&E incurs significant costs to operate its facilities in compliance with these laws and regulations, and to 22 clean up the environment as a result of prior operations of SDG&E or of others. The costs of compliance with environmental laws and regulations are normally recovered in customer rates. The CPUC is expected to continue allowing the recovery of such costs, subject to reasonableness reviews. Capital expenditures to comply with environmental laws and regulations were $8 million for 1993 and $4 million for 1992. The estimated capital expenditures for the next 5 years are $31 million in 1994, $35 million in 1995, $32 million in 1996, $24 million in 1997 and $13 million in 1998. These expenditures primarily include the estimated cost of retrofitting SDG&E's power plants to reduce air emissions and exclude potential expenditures to comply with water-discharge requirements for the Encina, South Bay and SONGS power plants. HAZARDOUS WASTES In 1993 the CPUC, the U.S. Environmental Protection Agency and the California Environmental Protection Agency prepared the Hazardous Substance Cleanup Cost Recovery Collaborative Report. Its proposed procedure would allow utilities to recover 90 percent of hazardous-waste cleanup costs from customers. Until such a procedure is adopted, SDG&E will continue to seek recovery of these costs pursuant to a reasonableness review process by the CPUC. In 1992 the U.S. Environmental Protection Agency named SDG&E as a potentially responsible party, for the North American Environmental, Inc. site in Clearfield, Utah. The EPA is evaluating the extent of the site's contamination and potential cleanup costs. The individual liability among the PRPs has not been determined. As a result, SDG&E's ultimate liability, if any, cannot be determined. The contractor who had disposed of SDG&E's hazardous wastes at the site has agreed to indemnify SDG&E against liability for cleanup costs, if any, associated with the site. On December 6, 1993 SDG&E received notification that the California Department of Toxic Substances Control had assumed responsibility for remediation activities at the Rosen's Electrical Equipment Supply Company site in Pico Rivera, California. PCB contamination was previously found on and near the site. SDG&E sold transformers to Rosen's in the early 1980s and has been identified as a PRP for the site under California law. SDG&E, seven other named PRPs and others may be held liable for the cost of assessment and cleanup of the site. The state has indicated that SDG&E may be held responsible for about 7 percent of the hazardous waste at the site. SDG&E is investigating this matter. Based on available information, SDG&E is unable to estimate the range of liability, if any, it may have for remediating this site. SDG&E has identified or has been associated with various other sites which require remediation under federal, state or local environmental laws. SDG&E will be held partially or indirectly responsible for cleaning up some of these sites. SDG&E cannot determine the extent of its responsibility for remediation of these sites. Furthermore, the timing for assessing the costs of cleanup at these sites and the number of others that may also be responsible and their ability to share in the cost of the cleanup is unknown. ELECTRIC AND MAGNETIC FIELDS SDG&E and other utilities are involved in litigation concerning electric and magnetic fields. An unfavorable outcome of EMF litigation could have a significant impact on the future operations of the electric utility industry, especially if relocation of existing power lines is ultimately required. To date, science has demonstrated no cause-and-effect relationship between cancer and exposure to the type of electric and magnetic fields emitted by utilities' transmission lines and generating facilities. In November 1993 the CPUC adopted an interim policy regarding EMFs. Consistent with the major scientific reviews of available research literature, the CPUC concluded that no health risk has been identified with exposure to EMFs. However, to respond to public concern and scientific uncertainty, the CPUC created a public education program and a research program and directed utilities to adopt a low-cost EMF-reduction policy for new projects. The latter program, which will be implemented until science provides more direction, entails reasonable design changes to achieve noticeable reduction of EMF levels anticipated from new projects. EMISSION ALLOWANCES In 1996 SDG&E must begin to comply with nitrogen oxide emission limits imposed by the San Diego Air Pollution Control District. Full compliance is required by 2001. The cost of compliance includes retrofitting SDG&E's power plants and is estimated to be $130 million in capital costs and increased operating costs. WATER QUALITY In 1989 SDG&E submitted applications to the San Diego Regional Water Quality Control Board to renew the discharge permits for its South Bay and Encina power plants. Supplemental renewal applications were submitted in 1993. SDG&E anticipates that the Water Quality Board and the U.S. Environmental Protection Agency will make their determinations in 1994 regarding SDG&E's applications. The permits are required to enable SDG&E to discharge its cooling water and its treated in-plant waste water and are, therefore, prerequisites to the continued operation of its power plants. In addition, increasingly stringent cooling water and treated waste water discharge limitations may be imposed, and SDG&E may be required to build additional facilities to comply with these requirements. Such facilities could include waste water treatment facilities, cooling towers or offshore discharge pipelines. 23 The California Coastal Commission required a study of the offshore impact on the marine environment from the cooling water discharge by SONGS Units 2 and 3. The Marine Review Committee, acting on behalf of the Coastal Commission, concluded there is some environmental damage caused by the discharge. To mitigate the environmental damage, the California Coastal Commission ordered Edison and SDG&E to improve the plant's fish-protection system, build a 300-acre artificial reef to help restore kelp beds, and restore 150 acres of coastal wetlands. SDG&E may be required to incur capital costs of up to $30 million to comply with this order. Responsibility Report for the Consolidated Financial Statements SDG&E is responsible for the consolidated financial statements and other data in this annual report. To meet its responsibility for the reliability of the consolidated financial statements, SDG&E has developed a system of internal accounting controls and engages a firm of independent auditors. The board of directors of SDG&E carries out its responsibility for the consolidated financial statements through its audit committee, composed of directors who are not officers or employees of SDG&E. Management maintains the system of internal accounting controls, which it believes is adequate to provide reasonable, but not absolute, assurance that its assets are safeguarded, transactions are executed in accordance with its objectives, and the financial records and reports are reliable for preparing the consolidated financial statements in accordance with generally accepted accounting principles. The concept of reasonable assurance recognizes that the cost of a system of internal accounting controls should not exceed the benefits derived and that management makes estimates and judgments of these cost/benefit factors. The system of internal accounting controls is supported by an extensive program of internal audits, selection and training of qualified personnel, and written policies and procedures. SDG&E's independent auditors, Deloitte & Touche, are engaged to audit SDG&E's consolidated financial statements in accordance with generally accepted auditing standards for the purpose of expressing their opinion as to whether SDG&E's consolidated financial statements are presented fairly, in all material respects, in accordance with generally accepted accounting principles. The audit committee discusses with SDG&E's internal auditors and the independent auditors the overall scope and specific plans for their respective audits. The committee also discusses SDG&E's consolidated financial statements and the adequacy of SDG&E's internal controls. The committee met twice during the fiscal year with the internal auditors and the independent auditors without management present, to discuss the results of their examinations, their evaluations of SDG&E's internal controls, and the overall quality of SDG&E's financial reporting. The internal auditors and the independent auditors have full and free access to the committee throughout the year. SDG&E's management has prepared the consolidated financial statements and other data in this annual report. In the opinion of SDG&E, the consolidated financial statements, which include amounts based on estimates and judgments of management, have been prepared in conformity with generally accepted accounting principles. Frank H. Ault Vice President and Controller 24 STATEMENTS OF CONSOLIDATED INCOME In thousands except per share amounts For the years ended December 31 1993 1992 1991 ----------- ----------- ----------- Operating Revenues Electric . . . . . . . . . . . . . . $1,514,608 $1,447,118 $1,357,554 Gas . . . . . . . . . . . . . . . . . 346,658 336,992 338,161 Diversified operations . . . . . . . 118,849 86,790 93,297 ----------- ----------- ----------- Total operating revenues . . . . . 1,980,115 1,870,900 1,789,012 ----------- ----------- ----------- Operating Expenses Electric fuel . . . . . . . . . . . . 174,444 174,849 151,012 Purchased power . . . . . . . . . . . 325,966 311,046 304,833 Gas purchased for resale . . . . . . 165,876 167,385 183,274 Maintenance . . . . . . . . . . . . . 81,788 73,040 68,134 Depreciation and decommissioning . . 250,619 213,661 195,360 Property and other taxes . . . . . . 44,902 45,769 44,795 Other . . . . . . . . . . . . . . . . 494,369 439,569 395,449 Income taxes . . . . . . . . . . . . 148,477 149,274 130,641 ----------- ----------- ----------- Total operating expenses . . . . . 1,686,441 1,574,593 1,473,498 ----------- ----------- ----------- Operating Income . . . . . . . . . . . 293,674 296,307 315,514 ----------- ----------- ----------- Other Income and (Deductions) Allowance for equity funds used during construction . . . . . . . . 17,909 7,547 6,083 Taxes on nonoperating income . . . . 202 (3,177) (473) Other - net . . . . . . . . . . . . . 8,229 16,294 (6,751) ----------- ----------- ----------- Total other income and (deductions) 26,340 20,664 (1,141) ----------- ----------- ----------- Income Before Interest Charges . . . . 320,014 316,971 314,373 ----------- ----------- ----------- Interest Charges Long-term debt . . . . . . . . . . . 93,402 100,776 98,802 Short-term debt and other . . . . . . 12,142 9,123 10,705 Allowance for borrowed funds used during construction . . . . . . . . (4,245) (3,585) (3,194) ----------- ----------- ----------- Net interest charges . . . . . . . 101,299 106,314 106,313 ----------- ----------- ----------- Net Income (before preferred dividend requirements) . . . . . . . . . . . . 218,715 210,657 208,060 Preferred Dividend Requirements . . . . 8,565 9,600 10,535 ----------- ----------- ----------- Earnings Applicable to Common Shares . $ 210,150 $ 201,057 $ 197,525 Average Common Shares Outstanding . . . 116,049 113,806 111,988 Earnings Per Common Share . . . . . . . $ 1.81 $ 1.77 $ 1.76 Dividends Declared Per Common Share . . $ 1.48 $ 1.44 $ 1.3875 See notes to consolidated financial statements. 25 CONSOLIDATED BALANCE SHEETS In thousands of dollars Balance at December 31 1993 1992 ------------ ------------ ASSETS Utility plant - at original cost . . . . . . . . $5,134,251 $4,818,867 Accumulated depreciation and decommissioning . . (2,016,618) (1,840,175) ------------ ------------ Utility plant-net . . . . . . . . . . . . . . 3,117,633 2,978,692 ------------ ------------ Investments and other property . . . . . . . . . 464,101 299,010 ------------ ------------ Current assets Cash and temporary investments . . . . . . . . 17,450 11,079 Accounts receivable . . . . . . . . . . . . . 205,712 198,743 Notes receivable . . . . . . . . . . . . . . . 29,201 11,291 Inventories . . . . . . . . . . . . . . . . . 84,922 87,065 Other . . . . . . . . . . . . . . . . . . . . 40,810 45,849 ------------ ------------ Total current assets . . . . . . . . . . . 378,095 354,027 ------------ ------------ Construction funds held by trustee . . . . . . . 58,042 248,267 Goodwill . . . . . . . . . . . . . . . . . . . . 53,921 56,013 Deferred taxes recoverable in rates . . . . . . 311,564 294,818 Deferred charges and other assets . . . . . . . 318,880 263,745 ------------ ------------ Total . . . . . . . . . . . . . . . . . . $4,702,236 $4,494,572 ============ ============ CAPITALIZATION AND LIABILITIES Capitalization (see Statements of Consolidated Capital Stock and of Long-Term Debt) Common equity . . . . . . . . . . . . . . . $1,516,240 $1,441,439 Preferred stock Not subject to mandatory redemption . . . . 93,493 62,493 Subject to mandatory redemption . . . . . . 25,000 68,200 Long-term debt . . . . . . . . . . . . . . . 1,411,948 1,495,734 ------------ ------------ Total capitalization . . . . . . . . . . . 3,046,681 3,067,866 ------------ ------------ Current liabilities Short-term borrowings . . . . . . . . . . . . 131,197 82,749 Long-term debt redeemable within one year . . 88,000 88,000 Current portion of long-term debt . . . . . . 76,161 24,152 Accounts payable . . . . . . . . . . . . . . . 166,622 156,155 Dividends payable . . . . . . . . . . . . . . 44,962 43,298 Taxes accrued . . . . . . . . . . . . . . . . 36,830 43,656 Interest accrued . . . . . . . . . . . . . . . 20,396 24,778 Regulatory balancing accounts overcollected-net 33,179 46,424 Other . . . . . . . . . . . . . . . . . . . . 104,353 80,729 ------------ ------------ Total current liabilities . . . . . . . . 701,700 589,941 ------------ ------------ Customer advances for construction . . . . . . . 41,729 49,698 Accumulated deferred income taxes-net . . . . . 520,076 495,844 Accumulated deferred investment tax credits . . 114,159 119,258 Deferred credits and other liabilities . . . . . 277,891 171,965 Contingencies and commitments (Notes 2 and 9) . _ _ ------------ ------------ Total . . . . . . . . . . . . . . . . . . $4,702,236 $4,494,572 ============ ============ See notes to consolidated financial statements. 26 STATEMENTS OF CONSOLIDATED CASH FLOWS In thousands of dollars
For the years ended December 31 1993 1992 1991 --------- -------- -------- Cash Flows from Operating Activities Net Income . . . . . . . . . . . . . . . . . . . . . . . $218,715 $210,657 $208,060 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and decommissioning . . . . . . . . . . 250,619 213,661 195,360 Amortization of deferred charges and other assets . . 11,141 1,923 1,402 Allowance for equity funds used during construction . (17,909) (7,547) (6,083) Deferred income taxes and investment tax credits . . 45,606 (11,031) (11,377) Other-net . . . . . . . . . . . . . . . . . . . . . . 3,564 (2,752) 764 Changes in working capital components net of effects from purchases of subsidiaries Accounts and notes receivable . . . . . . . . . . . . (10,479) (1,326) (25,340) Regulatory balancing accounts . . . . . . . . . . . . (13,245) 24,647 35,786 Inventories . . . . . . . . . . . . . . . . . . . . . 4,616 7,401 9,857 Other current assets . . . . . . . . . . . . . . . . 5,039 (2,360) 681 Accrued interest and taxes . . . . . . . . . . . . . (19,141) (30,682) 26,959 Accounts payable and other current liabilities . . . 19,691 (16,952) 40,984 --------- --------- --------- Net cash provided by operating activities . . . . . 498,217 385,639 477,053 --------- --------- --------- Cash Flows from Financing Activities Dividends paid . . . . . . . . . . . . . . . . . . . (178,708) (172,211) (164,436) Short-term borrowings-net . . . . . . . . . . . . . . 48,448 38,781 (22,138) Issuance of long-term debt . . . . . . . . . . . . . 369,893 509,200 38,792 Repayment of long-term debt . . . . . . . . . . . . . (531,526) (236,994) (20,595) Sale of common stock . . . . . . . . . . . . . . . . 38,850 58,176 11,712 Issuance of preferred stock . . . . . . . . . . . . . 50,636 24,733 - Redemption of preferred stock . . . . . . . . . . . . (65,228) (40,195) (3,000) --------- --------- --------- Net cash provided (used) by financing activities . (267,635) 181,490 (159,665) --------- --------- --------- Cash Flows from Investing Activities Utility construction expenditures . . . . . . . . . . (354,391) (280,281) (254,953) Withdrawals from (contributions to) construction trust funds-net . . . . . . . . . . . 190,225 (248,267) - Contributions to decommissioning funds . . . . . . . (22,038) (22,038) (22,038) Purchase of assets and subsidiaries . . . . . . . . . (3,887) (7,833) (16,115) Sale of assets . . . . . . . . . . . . . . . . . . . 2,709 3,952 - Other-net . . . . . . . . . . . . . . . . . . . . . . (36,829) (18,499) (18,895) --------- --------- --------- Net cash used by investing activities . . . . . . . (224,211) (572,966) (312,001) --------- --------- --------- Net increase (decrease) . . . . . . . . . . . . . . . . . 6,371 (5,837) 5,387 Cash and temporary investments beginning of period . . . . 11,079 16,916 11,529 --------- --------- --------- Cash and temporary investments end of period . . . . . . . $ 17,450 $ 11,079 $ 16,916 ========= ========= ========= Supplemental Schedule of Noncash Investing and Financing Activities Subsidiaries' acquisitions Assets acquired . . . . . . . . . . . . . . . . . . $235,158 $115,054 $ 23,747 Cash paid . . . . . . . . . . . . . . . . . . . . . (28,209) (14,368) (6,917) --------- --------- --------- Liabilities assumed . . . . . . . . . . . . . . . . $206,949 $100,686 $ 16,830 ========= ========= ========= See notes to consolidated financial statements.
27 STATEMENTS OF CONSOLIDATED CHANGES IN CAPITAL STOCK AND RETAINED EARNINGS Preferred Stock --------------------------- Not Subject to Subject to Mandatory Mandatory Common Premium on Retained Redemption Redemption Stock Capital Stock Earnings - -------------------------------------------------------------------------------- In thousands of dollars For the years ended December 31, 1991, 1992, 1993 - -------------------------------------------------------------------------------- Balance, December 31, 1990 $87,493 $55,000 $279,745 $469,743 $546,127 Net income 208,060 Common stock sold (598,232 shares) 1,495 10,217 Vesting of previously restricted shares 559 Sinking fund requirement (3,000) Dividends declared Preferred stock (10,524) Common stock (155,436) - -------------------------------------------------------------------------------- Balance, December 31, 1991 87,493 52,000 281,240 480,519 588,227 Net income 210,657 Common stock sold (2,537,756 shares) 6,345 50,625 Vesting of previously restricted shares 1,206 Preferred stock sold (1,000,000 shares) 25,000 (267) Preferred stock retired (1,070,000 shares)(25,000) (7,000) (2,597) (940) Sinking fund requirement (1,800) Dividends declared Preferred stock (9,533) Common stock (164,043) - -------------------------------------------------------------------------------- Balance, December 31, 1992 62,493 68,200 287,585 529,486 624,368 Net income 218,715 Common stock sold (1,481,241 shares) 3,703 33,209 Vesting of previously restricted shares 1,938 Preferred stock sold (2,040,000 shares) 51,000 (364) Preferred stock retired (633,700 shares)(20,000) (43,200) 850 (2,878) Dividends declared Preferred stock (8,526) Common stock (171,846) - -------------------------------------------------------------------------------- Balance, December 31, 1993 $93,493 $25,000 $291,288 $565,119 $659,833 ================================================== See notes to consolidated financial statements. 28 STATEMENTS OF CONSOLIDATED CAPITAL STOCK In thousands of dollars except call price
Balance at December 31 1993 1992 ----------- ----------- COMMON EQUITY Common stock, without par value, authorized 255,000,000 shares, outstanding: 1993, 116,515,073 shares; 1992, 115,033,832 shares $ 291,288 $ 287,585 Premium on capital stock 565,119 529,486 Retained earnings 659,833 624,368 ----------- ----------- Total common equity $1,516,240 $1,441,439 PREFERRED STOCK (A) Call Not subject to mandatory redemption Price $20 par value, authorized 1,375,000 shares --------- 5% Series, 375,000 shares outstanding $ 24.00 $ 7,500 $ 7,500 4 1/2% Series, 300,000 shares outstanding 21.20 6,000 6,000 4.40% Series, 325,000 shares outstanding 21.00 6,500 6,500 4.60% Series, 374,650 shares outstanding 20.25 7,493 7,493 Without par value (B) $7.20 Series, 150,000 shares outstanding 101.00 15,000 15,000 $1.70 Series, 1,400,000 shares outstanding 25.85(D) 35,000 - $1.82 Series, 640,000 shares outstanding 26.00(D) 16,000 - $7.80 Series, outstanding: 1992, 200,000 shares - - 20,000 --------- -------- -------- Total not subject to mandatory redemption $93,493 $62,493 -------- -------- Subject to mandatory redemption Without par value (B) $1.7625 Series, 1,000,000 shares outstanding(C) $ 25.00(D) $25,000 $25,000 $7.05 Series, outstanding: 1992, 433,700 shares - - 43,370 Current sinking fund requirement - (170) -------- -------- Total subject to mandatory redemption $25,000 $68,200 ======== ========
(A) All series of preferred stock have cumulative preferences as to dividends. The $20 par value preferred stock has two votes per share, whereas the no par value preferred stock is nonvoting. The $20 par value preferred stock has a liquidation value at par. The no par value preferred stock has a liquidation value of $25 per share, except for the $7.20 series, which has a liquidation value of $100 per share. (B) Authorized 10,000,000 shares total (both subject to and not subject to mandatory redemption). (C) The $1.7625 series has a sinking fund requirement to redeem 50,000 shares per year from 2003 to 2007. The remaining shares must be redeemed in 2008. (D) The $1.70 and $1.7625 series are not callable until 2003; the $1.82 series is not callable until 1998. See notes to consolidated financial statements. 29 STATEMENTS OF CONSOLIDATED LONG-TERM DEBT In thousands of dollars Balance at December 31 1993 1992 ----------- ----------- First mortgage bonds 5 1/2%, due 1994 - 1997 . . . . . . . . . . . . $ 33,468 $ 33,868 7 5/8%, due 2002 . . . . . . . . . . . . . . . 80,000 80,000 2.9% - 4.25%, due 2007 - 2008* . . . . . . . . 115,000 115,000 5.85% - 6.8%, due 2015 - 2021 . . . . . . . . 356,755 133,015 3.3%, due 2018* . . . . . . . . . . . . . . . 14,915 - 7 3/8% - 9 5/8%, due 2020 - 2023 . . . . . . . 384,950 384,950 1.3% - 3.9%, due 2027* . . . . . . . . . . . . 250,000 250,000 Series retired in 1993 . . . . . . . . . . . - 412,035 ----------- ----------- Total . . . . . . . . . . . . . . . . . . 1,235,088 1,408,868 ----------- ----------- Capitalized leases . . . . . . . . . . . . . . . 124,782 124,875 Other long-term debt, 3.0%-9.67%, due 1994-2001* 224,559 88,305 Unamortized discount on long-term debt . . . . . (8,320) (14,162) Long-term debt redeemable within one year . . . (88,000) (88,000) Current portion of long-term debt . . . . . . . (76,161) (24,152) ----------- ----------- Total . . . . . . . . . . . . . . . . . . $1,411,948 $1,495,734 =========== =========== *Interest rates on $453 million of these notes are variable and tied to various financial indices. See notes to consolidated financial statements. 30 STATEMENTS OF CONSOLIDATED FINANCIAL INFORMATION BY SEGMENTS OF BUSINESS In thousands of dollars At December 31 or for the years then ended 1993 1992 1991 - ------------------------------------------------------------------------------- Operating Revenues* $1,980,115 $1,870,900 $1,789,012 ---------- ---------- ---------- Operating Income Electric operations . . . . . . . . . . $ 263,643 $ 270,172 $ 266,402 Gas operations . . . . . . . . . . . . 24,571 37,234 37,405 Diversified operations . . . . . . . . 5,460 (11,099) 11,707 ---------- ---------- ---------- Total . . . . . . . . . . . . . . . $ 293,674 $ 296,307 $ 315,514 ---------- ---------- ---------- Depreciation and Decommissioning Electric operations . . . . . . . . . . $ 210,890 $ 178,513 $ 164,194 Gas operations . . . . . . . . . . . . 28,215 27,667 25,536 Diversified operations . . . . . . . . 11,514 7,481 5,630 ---------- ---------- ---------- Total . . . . . . . . . . . . . . . $ 250,619 $ 213,661 $ 195,360 ---------- ---------- ---------- Utility Plant Additions** Electric operations . . . . . . . . . . $ 291,456 $ 236,918 $ 210,958 Gas operations . . . . . . . . . . . . 62,935 43,363 43,995 ---------- ---------- ---------- Total . . . . . . . . . . . . . . . $ 354,391 $ 280,281 $ 254,953 ---------- ---------- ---------- Identifiable Assets Utility plant-net Electric operations . . . . . . . . . $2,724,139 $2,623,058 $2,692,492 Gas operations . . . . . . . . . . . 393,494 355,634 339,307 ---------- ---------- ---------- Total . . . . . . . . . . . . . . . 3,117,633 2,978,692 3,031,799 ---------- ---------- ---------- Inventories Electric operations . . . . . . . . . 57,410 62,170 65,358 Gas operations . . . . . . . . . . . 18,703 14,056 19,508 Diversified operations . . . . . . . 8,809 10,839 9,349 ---------- ---------- ---------- Total . . . . . . . . . . . . . . . 84,922 87,065 94,215 ---------- ---------- ---------- Other identifiable assets Electric operations . . . . . . . . . 744,335 861,236 533,833 Gas operations . . . . . . . . . . . 139,631 175,156 109,829 Diversified operations . . . . . . . 504,359 288,914 188,712 ---------- ---------- ---------- Total . . . . . . . . . . . . . . . 1,388,325 1,325,306 832,374 ---------- ---------- ---------- Other Assets . . . . . . . . . . . . . . 111,356 103,509 88,286 ---------- ---------- ---------- Total Assets . . . . . . . . . . . . . . $4,702,236 $4,494,572 $4,046,674 ========== ========== ========== *The detail to operating revenues is provided in the Statements of Consolidated Income. The gas operating revenues shown therein include $16 million in 1993, $17 million in 1992 and $10 million in 1991, representing the gross margin on sales to the electric segment. These margins arose from interdepartmental transfers of $141 million in 1993, $142 million in 1992 and $116 million in 1991, based on transfer pricing approved by the California Public Utilities Commission in tariff rates. **Excluding allowance for equity funds used during construction. Utility income taxes and corporate expenses are allocated between electric and gas operations in accordance with regulatory accounting requirements. See notes to consolidated financial statements. 31 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 Summary of Accounting Policies UTILITY PLANT AND DEPRECIATION Utility plant represents the buildings, equipment and other facilities used to provide electric and gas service. The cost of utility plant includes labor, material, contract services and other related items, and an allowance for funds used during construction. The cost of retired depreciable utility plant, plus removal expenses minus salvage value is charged to accumulated depreciation. Depreciation expense reflects the straight-line remaining useful life method. The provisions for depreciation approximated 4.13 percent of average depreciable utility plant in 1993, 3.99 percent in 1992 and 3.98 percent in 1991. INVENTORIES At December 31, 1993 inventories include $55 million of materials and supplies ($57 million in 1992), and $30 million of fuel oil and natural gas ($30 million in 1992). Materials and supplies are valued at average cost, and fuel oil and natural gas are valued by the last-in first-out, or LIFO, method. OTHER CURRENT ASSETS Included in other current assets at December 31, 1993 is $26 million of investment in SONGS 1 which will be recovered in 1994. The noncurrent portion of the $88 million investment is included in "Deferred Charges and Other Assets" on the Consolidated Balance Sheets. ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION The allowance represents the cost of funds used to finance the construction of utility plant and is added to the cost of utility plant. AFDC also increases income, partly as an offset to interest charges shown in the Statements of Consolidated Income, although it is not a current source of cash. REVENUES AND REGULATORY BALANCING ACCOUNTS Revenues from utility customers consist of deliveries to customers and the changes in regulatory balancing accounts. Earnings fluctuations from changes in the costs of fuel oil, purchased energy and natural gas, and consumption levels for electricity and the majority of natural gas are eliminated by balancing accounts authorized by the California Public Utilities Commission. The balances of these accounts represent amounts that will be recovered from, or repaid to, customers by adjustments to future prices. GOODWILL Goodwill arose from the acquisition of certain businesses by Pacific Diversified Capital (see Note 2). It is being amortized on a straight-line basis over 40 years. The accumulated amortization at December 31, 1993 was $7.7 million ($6.1 million in 1992). DEFERRED CHARGES AND OTHER ASSETS Deferred charges include unrecovered premium on early retirement of debt and other regulatory-related expenditures that SDG&E will recover in future rates. These items are amortized as recovered in rates. STATEMENTS OF CONSOLIDATED CASH FLOWS Temporary investments are highly liquid investments with original maturities of three months or less. OTHER Certain prior year amounts have been reclassified for comparability. In addition, certain prior year amounts have been restated to give retroactive effect to the adoption of Statement of Financial Accounting Standard (SFAS) No. 109, Accounting for Income Taxes. 2 INVESTMENT IN NON-REGULATED SUBSIDIARIES The consolidated financial statements include the accounts of San Diego Gas & Electric and its wholly owned subsidiaries: Califia Company, Enova Corporation and Pacific Diversified Capital Company. Califia and Enova are engaged in non-utility investment activities. Pacific Diversified Capital is a holding company owning Phase One Development, Inc. and 80 percent of Wahlco Environmental Systems, Inc. INVESTMENT IN WAHLCO ENVIRONMENTAL SYSTEMS, INC. SDG&E's investment in and advances to Wahlco aggregate $72 million at December 31, 1993. At December 31, 1993 Wahlco had consolidated net assets of $73 million (including $54 million of goodwill). During the years ended December 31, 1991, 1992 and 1993, Wahlco's net income (loss) was $12 million, ($13 million) and ($11 million). During those years Wahlco's cash flow provided by (used in) operations was $7 million, ($7 million) and ($12 million). Historically, Wahlco's primary and most profitable product line has been flue gas conditioning equipment, which is sold to utilities with coal-fired generating plants. Since the passage of the 1990 Clean Air Act Amendments, Wahlco's prospects for future profitability have been significantly associated with the size and timing of flue gas conditioning equipment orders from utilities responding to that legislation. Phase I of that legislation requires certain utilities to submit compliance plans to the Environmental Protection Agency by February 28, 1993 and to be in compliance by January 1, 1995. Phase II requires the remaining utilities with coal-fired generation to be in compliance by January 1, 2000. Thus far, sales of and orders for flue gas conditioning equipment have not reached anticipated levels. Therefore, SDG&E is considering alternative strategies relative to Wahlco, which may result in a charge to SDG&E's future earnings. 32 3 LONG-TERM DEBT Amounts and due dates of long-term debt are shown on the Statements of Consolidated Long-Term Debt. Excluding capital leases, which are described in Note 9, combined aggregate maturities and sinking fund requirements of long-term debt are $68 million for 1994, $45 million for 1995, $34 million for 1996, $49 million for 1997 and $21 million for 1998. SDG&E has CPUC authorization to issue an additional $263 million in debt. FIRST MORTGAGE BONDS First mortgage bonds are secured by a lien on substantially all utility plant. Additional first mortgage bonds may be issued upon compliance with the provisions of the bond indenture. Certain of the first mortgage bonds may be called at SDG&E's option. First mortgage bonds totaling $380 million have variable interest rate provisions. On $115 million, bondholders may elect to redeem their bonds at the annual interest adjustment dates. Redemption of $27 million of these cannot occur before 1995. For purposes of determining the aggregate maturities listed above, it is assumed that these issues will not be redeemed before scheduled maturity. During 1993 SDG&E issued $239 million of first mortgage bonds and retired $412 million of first mortgage bonds prior to scheduled maturities. OTHER DEBT At December 31, 1993 SDG&E had two $50 million bank lines providing a committed source of long-term borrowings, of which $60 million was outstanding. Bank lines, unless renewed by SDG&E, expire in 1994 and 1995. A commitment fee is paid on the unused portion of the lines and there are no requirements for compensating balances. Loans of $149 million and $69 million at December 31, 1993 and 1992, respectively, are secured by subsidiary equipment, real estate and other investments. INTEREST Interest payments, including those applicable to short-term borrowings, amounted to $106 million in 1993, $108 million in 1992 and $107 million in 1991. Interest payments of $34 million in 1992 on income taxes in connection with a preliminary settlement with the Internal Revenue Service are included with income taxes in Note 7. SDG&E periodically enters into interest rate swap and cap agreements to moderate its exposure to interest rate changes and to lower its overall cost of borrowings (see Note 8). At December 31, 1993 SDG&E had such agreements, maturing in 1996 and 2002, with underlying debt aggregating $120 million. These agreements have effectively fixed interest rates on the underlying variable rate debt at 5.4% to 6.3%. SDG&E is exposed to potential losses should other parties to the agreement not perform. Such nonperformance is not anticipated. 4 SHORT-TERM BORROWINGS At December 31, 1993 and 1992 short-term borrowings and weighted average interest rates for the outstanding balances were: In millions of dollars 1993 1992 - ----------------------------------------------------------------------------- Balance Interest Rate Balance Interest Rate Bank loans $ 91 3.4% $ - - Subsidiaries' bank credit line 40 5.2% 14 6.0% Commercial paper - - 69 3.7% Total $131 $83 - ----------------------------------------------------------------------------- At December 31, 1993 SDG&E had various bank lines, aggregating $150 million, available to support commercial paper and bank loans. SDG&E's subsidiaries had a bank credit line that provided for borrowings up to $40 million at the prime rate. A commitment fee is paid on the unused portion of the lines. There were no requirements for compensating balances. 5 FACILITIES UNDER JOINT OWNERSHIP The San Onofre nuclear power plant and the Southwest Powerlink transmission line are jointly owned with other utilities. SDG&E's interests at December 31, 1993 were: In millions of dollars - ----------------------------------------------------------------------------- Project San Southwest Onofre Powerlink - ----------------------------------------------------------------------------- Ownership interest (%) 20 89 Utility plant in service $1,083 $210 Accumulated depreciation $ 335 $ 67 Construction work in progress $ 21 $ - - ----------------------------------------------------------------------------- Each participant in the projects must provide its own financing. SDG&E's share of operating expenses is included in its Statements of Consolidated Income. SDG&E's share of future dismantling and decontamination costs for the San Onofre units is estimated to be $322 million. These costs are included in setting rates and are expected to be fully recovered by 2014, the estimated last year of service. SDG&E invests in externally managed trust funds the amounts collected in rates. At December 31, 1993 the trust funds had a market value of $191 million, which includes $10.7 million in unrealized gains and which is included in "Investments and Other Property" on the Consolidated Balance Sheets. The securities held by the trust are adjusted to market value in accordance with SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, issued in May 1993 and implemented by SDG&E as of December 31, 1993. Additional information regarding San Onofre is included in Note 9. 36 6 EMPLOYEE BENEFIT PLANS SDG&E has a defined-benefit pension plan, which covers substantially all utility employees. Benefits are related to the employees' compensation. Plan assets consist primarily of common stocks and bonds. SDG&E funds the plan based on the aggregate cost actuarial method. Net pension cost consisted of the following for the year ended December 31: In thousands of dollars 1993 1992 1991 - ----------------------------------------------------------------------------- Cost related to current service $18,233 $17,838 $17,054 Interest on projected benefit obligation 29,745 27,933 24,725 Return on plan assets (39,351) (23,267) (71,388) Other (8,627) (25,325) 35,199 Net cost (benefit) $ - $(2,821) $ 5,590 - ----------------------------------------------------------------------------- The plan's status was as follows at December 31: In thousands of dollars 1993 1992 - ----------------------------------------------------------------------------- Accumulated benefit obligation Vested $304,053 $259,292 Nonvested 10,616 9,380 Total $314,669 $268,672 Plan assets at fair value $435,371 $404,894 Projected benefit obligation 457,710 393,906 Plan assets less projected benefit obligation (22,339) 10,988 Unrecognized effect of accounting change (1,835) (2,064) Unrecognized prior service cost 14,043 15,130 Unrecognized actuarial losses (gains) 10,131 (24,054) Amount recognized as an asset $ - $ - - ---------------------------------------------------------------------------- The projected benefit obligation assumes a 7.5 percent actuarial discount rate in 1993 (8.0 percent in 1992) and a 6.0 percent average annual salary increase. The expected long-term rate of return on plan assets is 8.5 percent. The impact of decreasing the actuarial discount rate was to increase the accumulated benefit obligation and projected benefit obligation by approximately $22 million and $38 million, respectively. Eligible employees may make a contribution of 1 percent to 15 percent of their base pay to SDG&E's savings plan for investment in mutual funds or in SDG&E common stock. SDG&E contributes amounts equal to up to 3 percent of participants' base compensation for investment in SDG&E common stock. SDG&E's expense for the pension and the savings plans and a supplemental retirement plan for a limited number of key employees was approximately $4 million in 1993, $1 million in 1992 and $9 million in 1991. SDG&E has a long-term incentive stock compensation plan that provides for aggregate awards of up to 2,700,000 shares of common stock over a 10-year period ending in 1996. In each of the last eight years SDG&E issued approximately 40,000 shares to 60,000 shares of stock to officers and key employees for $2.50 per share, subject to buy-back if certain corporate goals are not met. SDG&E provides certain health and life insurance benefits to retired utility employees. Prior to 1993, SDG&E expensed these benefits when paid and such amounts were normally recovered in rates. Effective January 1, 1993, SDG&E adopted SFAS 106, Employers' Accounting for Postretirement Benefits Other Than Pensions, which requires that these benefits be accrued during the employee's years of service, up to the year of benefit eligibility. The transition obligation of approximately $47 million is being amortized over 20 years. SDG&E will recover the cost of these benefits based upon actuarial calculations and funding limitations. The amounts expensed for these benefits were $5 million in 1993, $4 million in 1992 and $3 million in 1991. 7 INCOME TAXES SDG&E has adopted SFAS 109, Accounting for Income Taxes, retroactive to January 1, 1989. SFAS 109 requires the use of the balance sheet method of accounting for income taxes. Under this method, a deferred tax asset or liability represents the tax effect of temporary differences between the financial statement and tax bases of assets and liabilities and is measured using the latest enacted tax rates. As a result of adopting SFAS 109, SDG&E recorded additional deferred income taxes related to the allowance for funds used during construction and other temporary differences for which deferred income taxes had not been provided. Existing deferred income taxes were reduced due to intervening income tax rate reductions, and a deferred income tax asset related to unamortized investment tax credits was recorded. The net effect of these changes is almost entirely offset by a regulatory asset of $312 million at December 31, 1993 ($295 million at December 31, 1992). This regulatory asset is expected to be recovered in future rates and will be adjusted as it is recovered through the ratemaking process as tax rates and laws change. Also as a result of adopting SFAS 109, 1989 net income was decreased by $8 million, or $0.07 per share. This decrease results from the write-down of deferred tax assets initially recorded at prior tax rates in excess of current tax rates. These excess deferred taxes will not be recovered in future rates. Effective January 1, 1993, the federal statutory tax rate increased to 35 percent from 34 percent. This change increased SDG&E's net deferred tax liability by approximately $14 million. The impact on income tax expense was not significant. 34 Income tax payments totaled $116 million in 1993, $192 million in 1992 and $115 million in 1991. COMPONENTS OF ACCUMULATED DEFERRED INCOME TAXES In thousands of dollars 1993 1992 - --------------------------------------------------------------------------- Deferred tax liabilities Differences in book and tax bases of utility plant $650,429 $611,408 Loss on reacquired debt 28,572 13,761 Other 86,126 70,598 Total deferred tax liabilities 765,127 695,767 Deferred tax assets Unamortized investment tax credits 79,479 80,102 Equipment leasing activities 61,533 26,247 Other 118,673 114,470 Total deferred tax assets 259,685 220,819 Net deferred income tax liability 505,442 474,948 Current portion of deferred income taxes 14,634 20,896 Accumulated deferred income taxes-net $520,076 $495,844 - --------------------------------------------------------------------------- COMPONENTS OF INCOME TAX EXPENSE In thousands of dollars 1993 1992 1991 - --------------------------------------------------------------------------- Current Federal $ 79,848 $134,635 $107,959 State 22,821 28,847 34,532 Total current taxes 102,669 163,482 142,491 Deferred Federal 43,365 (2,248) 1,106 State 7,001 (3,638) (7,519) Total deferred taxes 50,366 (5,886) (6,413) Deferred investment tax credits-net (4,760) (5,145) (4,964) Total income tax expense $148,275 $152,451 $131,114 - --------------------------------------------------------------------------- Federal and state income taxes are allocated between operating income and other income. RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE TO EFFECTIVE RATE In thousands of dollars 1993 1992 1991 - --------------------------------------------------------------------------- Income before federal income taxes $337,168 $337,899 $312,161 Statutory federal income tax rate 35.0% 34.0% 34.0% Depreciation 5.0 3.7 4.2 Tax credits (3.9) (2.8) (2.1) Allowance for funds used during construction (1.9) (0.7) (0.6) Equipment leasing activities (1.8) - - Other-net 2.7 3.5 (2.2) Effective federal income tax rate 35.1% 37.7% 33.3% - ---------------------------------------------------------------------------- 8 FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS 107, Disclosures About Fair Market Value of Financial Instruments, requires disclosure of the fair value of financial instruments, whether recognized in the statement of financial position, for which it is practicable to estimate fair value. The following methods and assumptions were used to estimate the fair value of each class of financial instruments. CASH AND TEMPORARY INVESTMENTS, NOTES RECEIVABLE, AND DIVIDENDS PAYABLE The carrying amount approximates fair value due to the short maturity of those instruments. FUNDS HELD IN TRUST Funds held in trust include construction trust funds and the SONGS decommissioning trust (included in "Construction Funds held by Trustee" and "Investments and Other Property," respectively, on the Consolidated Balance Sheets). The fair value of the funds held in trust was based on quoted market values. INVESTMENTS IN LIMITED PARTNERSHIPS AND NONCURRENT NOTES RECEIVABLE The fair value of investments in limited partnerships and noncurrent notes receivable (included in "Investments and Other Property" and "Deferred Charges and Other Assets," respectively, on the Consolidated Balance Sheets) was estimated to approximate carrying value due to the relatively short periods of time between the purchase dates and the valuation date and the relative market stability during those periods. OTHER ASSETS Included in other assets are GNMA and FNMA marketable securities whose fair values are based upon market quotes for the same or similar financial instruments. DEPOSITS FROM CUSTOMERS Deposits from customers include deposits from residential and commercial customers (included in "Other Current Liabilities" on the Consolidated Balance Sheets) and customer advances for construction. The carrying amount of deposits from residential and commercial customers approximates fair value due to the short maturity period. The fair value of customer advances for construction was estimated by discounting future cash flows. DEBT AND PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION The fair value of SDG&E's debt and preferred stock issues was estimated based on quoted market prices for them or for similar issues, or on the current rates offered to SDG&E for debt and stock of the same maturities. INTEREST RATE CAP AND SWAP AGREEMENTS The fair value of the agreements at December 31, 1993 is the amount required to terminate them, which was estimated at $4 million. There were no estimated termination costs at December 31, 1992. 36 The carrying amounts and related estimated fair values of SDG&E's financial instruments were as follows: In millions of dollars 1993 1992 - ----------------------------------------------------------------------------- Carrying Fair Carrying Fair Amount Value Amount Value - ----------------------------------------------------------------------------- Assets Cash and temporary investments $ 17.5 $ 17.5 $ 11.1 $ 11.1 Funds held in trust 249.4 251.2 396.1 401.4 Notes receivable 149.9 149.9 65.6 65.6 Investments in limited partnerships 113.8 113.8 42.0 42.0 Other 36.3 36.8 27.1 27.3 Liabilities Dividends payable 45.0 45.0 43.3 43.3 Short-term and current portion of long-term debt 247.2 247.2 185.9 186.0 Deposits from customers 60.4 55.0 65.9 58.1 Long-term debt 1,295.3 1,380.5 1,337.6 1,439.7 Preferred stock subject to mandatory redemption 25.0 27.3 68.4 69.1 - ----------------------------------------------------------------------------- 9 CONTINGENCIES AND COMMITMENTS PURCHASED POWER CONTRACTS SDG&E buys electric power under several long-term contracts. Purchases may be made of 2 percent to 10 percent of plant output under these contracts, except for one contract under which SDG&E may purchase 74 percent of plant output, providing approximately 2 percent of SDG&E's total system requirements. The contracts expire on various dates between 1995 and 2019. At December 31, 1993 the future minimum payments under the contracts were: In millions of dollars - ----------------------------------------------------------------------------- 1994 $ 196 1995 194 1996 178 1997 144 1998 149 Thereafter 752 ------- Total minimum payments $1,613 These payments represent capacity charges and minimum energy purchases. If SDG&E exercises its option to extend the applicable contract, total minimum payments would increase by approximately $51 million. SDG&E is required to pay additional amounts for actual deliveries of energy under the contracts. Total payments, including energy payments, under the contracts were $258 million in 1993, $253 million in 1992 and $245 million in 1991. NATURAL GAS CONTRACTS SDG&E has a contract with Southern California Gas Company that provides SDG&E with intrastate transportation capacity on SoCal's gas pipelines and with capacity in its storage facilities through August 1995. Implementation of FERC Order 636 (Capacity Reallocation) in 1993 made it possible for SDG&E to obtain directly interstate pipeline capacity, which had been provided by SoCal under the contract. SDG&E's long-term contracts with interstate pipelines for transportation capacity became effective in 1993 and expire on various dates between 1995 and 2023. SDG&E also has four long-term gas supply contracts, which became effective in 1993. The contracts expire between 2001 and 2004. These gas supply contracts are intended to supply 16 percent of SDG&E's natural gas requirements. At December 31,1993 the future minimum payments under natural gas contracts were: In millions of dollars - --------------------------------------------------------------------------- Transportation Natural and Storage Gas - --------------------------------------------------------------------------- 1994 $ 84 $ 42 1995 65 45 1996 20 48 1997 19 51 1998 18 54 Thereafter 271 294 ------- ------- Total minimum payments $477 $534 - --------------------------------------------------------------------------- Total payments under the contracts were $86 million in 1993, $80 million in 1992 and $83 million in 1991. LEASES Nuclear fuel, office buildings, a generating facility and other properties are financed by long-term capital leases. Utility plant included $193 million at December 31, 1993 and $209 million at December 31, 1992 related to these leases. The associated accumulated amortization was $74 million and $91 million, respectively. SDG&E also leases office facilities, computer equipment and vehicles under operating leases. Certain leases on office facilities contain escalation clauses requiring annual increases in rent ranging from 2 percent to 2 1/2 percent. The minimum rental commitments payable in future years under all noncancellable leases were: In millions of dollars - ---------------------------------------------------------------------------- Operating Capitalized Leases Leases - ---------------------------------------------------------------------------- 1994 $ 61 $ 26 1995 56 28 1996 56 12 1997 49 12 1998 33 12 Thereafter 36 68 Total future rental commitments $291 158 Imputed interest (6% to 9%) (33) Net commitment $125 - --------------------------------------------------------------------------- Rental payments totaled $91 million in 1993, $57 million in 1992 and $58 million in 1991. The increase from 1992 to 1993 was due to Califia's leasing activities. ENVIRONMENTAL ISSUES SDG&E's operations are conducted in accordance with federal, state and local environmental laws and regulations governing hazardous wastes, air and water quality, land use, and solid waste disposal. SDG&E incurs significant costs to operate its facilities in compliance with these laws and regulations. The costs of compliance with environmental laws and regulations are normally recovered in customer rates. The CPUC is expected to continue allowing the recovery of such costs, subject to reasonableness reviews. SDG&E has identified, or has been associated with, various sites which require remediation under federal, state or local environmental laws. SDG&E may be partially or indirectly responsible for cleaning up these sites. SDG&E cannot determine the extent of its responsibility for remediation for these sites. Furthermore, the timing for assessing the costs of cleanup at these sites, and the number of others who may be also responsible and their ability to share in the cost of the cleanup, is not known. Environmental liabilities are recorded when environmental assessments and/or remedial efforts are probable, and at least the minimum costs can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or SDG&E's commitment to a formal plan of action. NUCLEAR INSURANCE Public liability claims that could arise from a nuclear incident are limited by law to $9.4 billion for each licensed nuclear facility. For this exposure, SDG&E and the co-owners of the San Onofre units have purchased primary insurance of $200 million, the maximum amount available. The remaining 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 $50 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. Insurance coverage is provided for up to $2.8 billion of property damage and decontamination liability. Coverage also is provided for the cost of replacement power, which includes indemnity payments for up to two years, after a waiting period of 21 weeks. Coverage is provided primarily 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 for these insurance programs, SDG&E could be assessed retrospective premium adjustments of up to $8 million. DEPARTMENT OF ENERGY DECOMMISSIONING The Energy Policy Act of 1992 established a fund for the decontamination and decommissioning of the Department of Energy nuclear fuel enrichment facilities. Utilities using the DOE services are contributing a total of $2.3 billion, subject to adjustment for inflation, over a 15-year period beginning in 1993. Each utility's share is based on its share of enrichment services purchased from the DOE. SDG&E's share of the contribution is estimated to be $1 million per year. LITIGATION SDG&E is involved in various legal matters, including those arising out of the ordinary course of business. Management believes that these matters will not have a material adverse effect on SDG&E's results of operations, financial condition or cash flows. DISTRIBUTION SYSTEM CONVERSION Under a CPUC-mandated program and through franchise agreements with various cities, SDG&E is committed in varying amounts to convert overhead distribution facilities to underground. As of December 31, 1993 the aggregate unexpended amount of this commitment was approximately $85 million. SDG&E expended approximately $22 million in 1993, $18 million in 1992 and $15 million in 1991 under this program. CONCENTRATION OF CREDIT RISK SDG&E grants credit to its utility customers, substantially all of whom are located in its service territory, which covers all of San Diego County and the southern portion of Orange County. 37 INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF SAN DIEGO GAS & ELECTRIC COMPANY: We have audited the accompanying consolidated balance sheets and the consolidated statements of capital stock and long-term debt of San Diego Gas & Electric Company and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income, changes in capital stock and retained earnings, cash flows, and financial information by segments of business for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of San Diego Gas & Electric Company and subsidiaries as of December 31, 1993 and 1992, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Note 2 to the consolidated financial statements, the Company is considering alternative strategies related to its 80 percent-owned subsidiary, Wahlco Environmental Systems, Inc., which may result in a charge to the Company's future earnings. Deloitte & Touche San Diego, California February 25, 1994 36 QUARTERLY FINANCIAL DATA (UNAUDITED)
In thousands except per share amounts - --------------------------------------------------------------------------------------------------------- Quarter ended March 31 June 30 September 30 December 31 1992 Operating revenues $471,333 $436,556 $487,802 $475,209 Operating expenses 392,921 367,713 411,740 402,219 Operating income 78,412 68,843 76,062 72,990 Other income (expense) 2,379 (234) 5,162 13,357 Net interest charges 26,447 27,074 26,532 26,261 Net income (before preferred dividend requirements) 54,344 41,535 54,692 60,086 Preferred dividend requirements 2,607 2,582 2,541 1,870 Earnings applicable to common shares $ 51,737 $ 38,953 $ 52,151 $ 58,216 Average common shares outstanding 112,800 113,476 114,134 114,800 Earnings per common share $ 0.46 $ 0.34 $ 0.46 $ 0.51 - --------------------------------------------------------------------------------------------------------- 1993 Operating revenues $492,343 $467,260 $495,035 $525,477 Operating expenses 414,557 398,881 418,178 454,825 Operating income 77,786 68,379 76,857 70,652 Other income 7,122 1,249 7,464 10,505 Net interest charges 26,331 25,399 25,223 24,346 Net income (before preferred dividend requirements) 58,577 44,229 59,098 56,811 Preferred dividend requirements 2,182 2,181 2,282 1,920 Earnings applicable to common shares $ 56,395 $ 42,048 $ 56,816 $ 54,891 Average common shares outstanding 115,450 115,908 116,335 116,489 Earnings per common share $ 0.49 $ 0.36 $ 0.49 $ 0.47 - ---------------------------------------------------------------------------------------------------------
These amounts are unaudited, but in the opinion of SDG&E reflect all adjustments necessary for a fair presentation. 39