SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549


                                 FORM 8-K

                              CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


Date of Report 
(Date of earliest event reported): March 31, 1995 .  .  .  .  . 



                    SAN DIEGO GAS & ELECTRIC COMPANY
.  .  .  .  .  .  .  . .  .  .  .  .  .  .  . .  .  .  .  .  .  . 

         (Exact name of registrant as specified in its charter)



           CALIFORNIA            1-3779                       95-1184800
.  .  .  .  .  .  .  . .  .  .  .  .  .  .  . .  .  .  .  .  .  . 

(State or other jurisdiction of(Commission              (I.R.S. Employer
incorporation or organization)File Number)           Identification No.)



101 ASH STREET, SAN DIEGO, CALIFORNIA                              92101

(Address of principal executive offices)                      (Zip Code)



                                                          (619) 696-2000
Registrant's telephone number, including area code  .  .  .  .  . 



.  .  .  .  .  .  .  . .  .  .  .  .  .  .  . .  .  .  .  .  .  . 

     (Former name or former address, if changed since last report.)










                               FORM 8-K

Item 5.  Other Events

On March 31, 1995 Wahlco Environmental Systems, Inc. (Wahlco) announced that it
is negotiating an agreement, the terms of which would include, among other 
things, an option for the otherwise-unrelated party to acquire from Pacific
Diversified Capital Company (a subsidiary of SDG&E and an 81 percent owner of
Wahlco) (PDC) its investment in and receivables from Wahlco. Since the 
consideration PDC would receive would be less than the carrying amount of its
investment and receivables, the negotiations result in a charge to the first 
quarter earnings of PDC and, thereby, of SDG&E.  The amount of the charge
is not material to the financial position or results of operations of SDG&E.



Item 7.  Financial Statements and Exhibits

(c)  Exhibits

28.1  March 31, 1995 Wahlco Environmental Systems, Inc. Press Release




  
                     SIGNATURE

Pursuant to the requirements 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
                                                                  
                                        (Registrant) 


March 31, 1995            By:           /s/ F. H. Ault 
- -----------------         ------------------------------------------
     Date                 F. H. Ault, Vice President and Controller

WAHLCO ENVIRONMENTAL SYSTEMS, INC. ANNOUNCED THAT:

The Company and its approximately 81% stockholder, Pacific Diversified Capital
Company ("PDC"), ARE PLEASED TO ANNOUNCE THAT THEY have entered into a letter 
of intent with an unrelated third party WHICH MAY PROVIDE FINANCING FOR THE
COMPANY AND RESULT IN NEW OWNERSHIP OF THE COMPANY.

Under the nonbinding terms of the letter of intent, the third party would 
provide the Company with a $5 million line of credit secured by the assets
of the Company and its subsidiaries, and PDC would provide the third party
with options to purchase ALL of the Company's debt held by PDC at a substantial
discount from its face value and all of the Company's capital stock held by PDC
at a fraction of its book value.

Under the binding terms of the letter of intent, the Company may not initiate 
any negotiations or discussions with any other party regarding any of the 
stock or assets of the Company, and PDC may not initiate any negotiations or
discussions with any other party regarding PDC's ownership of stock or debt in
the Company.  Unless the third party discontinues negotiations concerning 
the nonbinding terms of the letter of intent, the Company and PDC will be 
required under certain circumstances to pay substantial fees to the third party
if the letter of intent is terminated prior to June 1, 1995.

While PDC is currently providing the Company with short-term financing to 
meet the company's working capital needs, PDC is unwilling, at this time, to
commit to meet the Company's continuing working capital requirements.  The 
$5 million line of credit is intended to meet these requirements.  If the
$5 million line of credit is not obtained, the Company will evaluate strategies
to meet its working capital requirements, including new investors or lenders
or the sale of assets or subsidiaries, and PDC has indicated that it will 
evaluate the type of financing, if any, it will provide to the Company in the 
future.