SAN DIEGO GAS & ELECTRIC COMPANY  
            1996 DEFERRED COMPENSATION AGREEMENT  
                     FOR OFFICERS #1  
  
                (1996 BASE COMPENSATION)  
                      (1997 BONUS)  
  
  
     THIS AGREEMENT, made and entered into this _____ day of  
December, 1995, by and between San Diego Gas & Electric  
Company, (hereinafter "Company") and  
_____________________________________ (hereinafter  
"Officer"), an elected Officer of Company.  
  
     WITNESSETH:  
  
     WHEREAS, in addition to 1996 base compensation,  
incentive compensation payable in the form of a single sum  
cash bonus may be paid to Officer in 1997 for outstanding  
performance in 1996 ("1997 Bonus"); and  
  
     WHEREAS, Officer and Company desire that the payment of  
said 1996 base compensation and/or 1997 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  
(pursuant to Deferred Compensation Agreements for Officers  
#1 and #3) 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 and four-tenths percent  
(7.4%) 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  
 
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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  
 
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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______________________________  
Signature of Officer  
 
 
 
 
 
 
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