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February 24, 2023
Caroline Winn
Chief Executive Officer and Director
SAN DIEGO GAS & ELECTRIC CO
8330 Century Park Court
San Diego, California 92123
Re: SAN DIEGO GAS &
ELECTRIC CO
Registration
Statement on Form S-3
Filed February 10,
2023
File No. 333-269677
Dear Caroline Winn:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Description of First Mortgage Bonds
General, page 16
1. You disclose that prior
to the issuance of each series of bonds, the terms of the particular
series of bonds will be
specified in a supplemental indenture. You refer to the applicable
prospectus supplement
or free writing prospectus for a description of the following terms
of each series of
bonds, one of which includes that "[i]f applicable, that the principal of
the bonds may be
converted into any class of our capital stock or other securities and the
terms and conditions in
respect of such conversion." Please note that Form S-3, General
Instruction I.B.2 and
I.C.2 cover primary offerings of non-convertible securities other than
common equity. Please
revise your description of your notes or provide your analysis
of the transaction
requirement you are relying on for this offering.
Caroline Winn
FirstName LastNameCaroline Winn
SAN DIEGO GAS & ELECTRIC CO
Comapany24,
February NameSAN
2023 DIEGO GAS & ELECTRIC CO
February
Page 2 24, 2023 Page 2
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 or Kevin
Dougherty, Staff
Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Michael E. Sullivan, Esq.