ENOVA CORPORATION
               1998 DEFERRED COMPENSATION AGREEMENT #1

                       (1998 BASE COMPENSATION)
                              (1998 BONUS)


     THIS AGREEMENT is made and entered into this ______ day of 
December, 1997, by and between Enova Corporation or any of its 
subsidiaries, (hereinafter "Company") and ________________________ 
(hereinafter "Participant"), an employee of Company.

                           WITNESSETH:

     WHEREAS, in addition to 1998 base compensation, incentive 
compensation payable in the form of a cash bonus may be paid to 
Participant in 1998 or 1999 for outstanding performance in 1998 
("Bonus");

     WHEREAS, Participant and Company desire that the payment of 
said 1998 base compensation and/or Bonus to Participant be 
deferred, pursuant to the terms and provisions of this Agreement; 
and

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

     1.  This Agreement shall be effective on the first date after 
its execution upon which Participant's Bonus would otherwise be 
payable to Participant for outstanding performance in 1998 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 
Participant's name, that portion of such Participant's Bonus 
otherwise payable to Participant as may be specified by 
Participant on an Election Form submitted to Company 
simultaneously with the execution of this Agreement.  If a 
Participant has elected to defer 100% of such Participant's Bonus 
(pursuant to Deferred Compensation Agreements for Participants #1 
and #3) and the Participant is also participating in the Savings 
Plan of San Diego Gas & Electric, which has been adopted by the 
Company, to the maximum extent permissible, such Participant may 
also elect to defer, and Company shall credit to the Participant's 
account, a portion of such Participant's base compensation (in 
equal bi-weekly installments of whole dollar amounts).

     3.  There shall be credited to Participant's account an 
additional amount equal to eight and sixty-eight one-hundreths 
percent (8.68%) per annum computed on the balance in Participant'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 Enova Corporation 1986 Long-Term 
Incentive Plan) the percentage used shall not decrease to

                              - 1 -



<PAGE>

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 Participant's account pursuant to 
paragraphs 2 and 3 hereof shall be paid to Participant on the 
date(s) specified by Participant on this Agreement's Election 
Form.  In the event of Participant's death after installment 
payments to Participant have commenced hereunder, installment 
payments shall continue to be paid to the person(s) specified by 
Participant on the Election Form for the remainder of the period 
selected by Participant on this Agreement's Election Form.  In the 
event of Participant's death before any payment has been made 
under this Agreement, Participant's account shall be distributed 
or commence to be distributed, as soon as administratively 
practicable after Participant's death, to the person(s) specified 
by Participant on this Agreement's Election Form in the form and 
over the period selected on such Election Form.  The Company's 
Board of Directors or Executive Compensation Committee may, in its 
sole discretion, provide instead for payment of the amount in 
Participant's account to Participant's beneficiary in a form and 
over a period determined by the Board or Committee except that the 
Board or Committee's authority and discretion to change the form 
or period of distribution shall terminate upon such a "change-in-
control."  If Participant'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 
Participant's account, all undistributed income on such account 
shall be distributed to the spouse's estate.  Upon the death of 
Participant's beneficiary, the balance in Participant'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.

     Notwithstanding the foregoing, a Participant (or former 
Participant whose services have terminated, hereinafter referred 
to in this paragraph as "Participant") may, at any time, elect to 
withdraw all or a portion of the balance in the Participant's 
account prior to the time such amount is otherwise due and 
payable, subject to a withdrawal penalty (the amount to be 
withdrawn prior to the application of the withdrawal penalty shall 
be referred to as the "Gross Withdrawal Amount", which may not 
exceed the balance of the account immediately prior to the 
withdrawal).  The Participant shall make this election by filing a 
written notice with the Committee on a form provided by the 
Committee.  Within thirty days following the Committee's receipt 
of such notice, an amount equal to 90% of the Gross Withdrawal 
Amount (less applicable withholding tax) shall be paid to the 
Participant in a cash lump sum.  Upon payment of such withdrawal, 
(a) a withdrawal penalty equal to 10% of the Gross Withdrawal 
Amount shall be permanently forfeited, and the Company shall have 
no obligation to the Participant or the Participant's spouse or 
beneficiary with respect to such forfeited amount and (b) the 
Participant shall be ineligible to have any additional bonus or 
base compensation amounts credited to the Participant's account 
pursuant to this Agreement (or any subsequent Deferred 
Compensation Agreement) for the balance of the calendar year of 
withdrawal and the subsequent calendar year.  

     5.  All amounts credited to Participant's account pursuant to 
paragraphs 2 and 3 hereof may be used to purchase common stock of 
Enova Corporation or other equity securities, subject to the 
following conditions:

                              - 2 -



<PAGE>

         a.  All such purchases must be made through a stock 
equivalent tracking device, a "rabbi trust" or other similar 
instrument that causes the deferred amount not to become taxable;

         b.  Equity securities of other entities may be purchased 
only if the Participant has met or is expected to meet, under the 
normal course of events, the Company's Enova Corporation stock 
ownership requirement;

         c.  If the Participant becomes subject to a higher Enova 
Corporation stock ownership requirement, the Participant may 
retain any then current investment in equity securities of other 
entities, but shall not make additional purchases of other equity 
securities until the higher Enova Corporation stock ownership 
requirement has been met or is expected to be met under the normal 
course of events; and

         d.  All such purchases must be made in accordance with 
applicable Company procedures, as they may be amended from time to 
time.

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

     7.  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 Participant 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.  Except as provided in paragraph 5 of this 
Agreement, 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 Participant nor any other person shall, 
under this Agreement, have any property interest whatsoever in any 
specific assets of Company.

     8.  The existence of this Agreement shall not confer upon any 
Participant any right to continue to serve as an officer or 
employee for any period of time.

     9.  This Agreement  may be terminated by Company upon 30 days 
written notice to the Participant.  Such termination shall be 
applicable only with respect to bonuses and/or base compensation 
payable to Participant 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 Participant's Deferred 
Compensation Agreement Election Form and paragraph 3 of this 
Agreement.

                            - 3 -



<PAGE>

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

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

PARTICIPANT                        COMPANY


______________________________   By ______________________________
Signature of Participant         Company _________________________
                                 Title   _________________________

                              - 4 -