SAN DIEGO GAS & ELECTRIC COMPANY 
         1996 DEFERRED COMPENSATION AGREEMENT 
                 FOR OFFICERS #3 
 
 
     THIS AGREEMENT is made and entered into this _____ day 
of December, 1995, 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 and bonus 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 and bonus deferred pursuant to this Agreement; 
and 
 
     WHEREAS, Officer and SDG&E desire that the payment of a 
portion of Officer's base compensation and bonus 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 and bonus 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 1996 base 
compensation (in equal biweekly installments of whole dollar 
amounts) and 1997 bonus 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 1996 base compensation and 1997 
bonus 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 

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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 and 
bonus" 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 and four-tenths percent 
(7.4%) per annum computed on 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." 

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<PAGE>
 
     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 bonus 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 and bonus 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. 

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<PAGE>
 
     IN WITNESS WHEREOF,  this Agreement has been executed 
on the day and year written above. 
 
OFFICER                     SAN DIEGO GAS & ELECTRIC COMPANY 
 
 
 
__________________________  By: __________________________ 
Signature of Officer 





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