ENOVA CORPORATION
                    1998 DEFERRED COMPENSATION AGREEMENT #3


     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, Company desires to provide Participant with the 
opportunity to defer base compensation and any Bonus that is 
payable for services to be rendered in 1998 and 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 Participant's behalf as 
Pretax Contributions to the San Diego Gas & Electric Company 
Savings Plan, which has been adopted by Company ("Savings Plan"); 
and

     WHEREAS, Company desires to match, as an additional Company 
contribution, a percentage of the Participant's base compensation 
and bonus deferred pursuant to this Agreement; and

     WHEREAS, Participant and Company desire that the payment of a 
portion of Participant'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 
Company and Participant with respect to base compensation and 
bonus which would otherwise be payable to Participant for services 
rendered after such execution and shall continue in effect until 
this Agreement is terminated as provided herein.  Participant 
shall be eligible to enter into this Agreement only if Participant 
has elected the maximum Basic Contribution under the Savings Plan 
for which Participant is eligible.

     2.  Company shall credit to an account on Company's books, in 
Participant's name, that percentage of Participant's 1998 base 
compensation (in equal biweekly installments of whole dollar 
amounts) and bonus otherwise payable to Participant as may be 
specified by Participant in this Agreement's Election Form.  The 
amount credited under this paragraph 2 may not exceed the 
percentage of Participant's 1998 base compensation and 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 Participant 
as After-tax Contributions or on Participant's behalf as Pretax 
Contributions to the Savings Plan.  Further, the amount credited 
under this paragraph 2 shall be 

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limited to an amount which, when added to Company'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 maximum amount that could have been allocated to 
Participant'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 Participant's Pretax Contributions to the Savings 
Plan.  Company 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 Participant's 
account under paragraph 2, Company shall also credit to 
Participant's account, as a matching contribution, an amount equal 
to the Company Matching Contributions that would have been 
contributed on Participant's behalf to the Savings Plan, if any, 
(reduced by Matching Contributions actually made to the Savings 
Plan for Participant) 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 Participant's account an 
additional amount equal to eight and sixty-eight one-hundredths 
percent (8.68%) per annum computed on the balance in Participant's 
account as of the end of each month.  Company 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 Enova 
Corporation 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 Participant's account pursuant to 
paragraphs 2, 3, and 4 hereof shall be paid to Participant upon 
his or her termination of services as an Participant in the form 
and over the period specified by Participant on this Agreement's 
Election Form; provided, however, 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 
in a form and over a period determined by such 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."

     6.  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 the 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 Board or 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 

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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 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 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.

     7.  All amounts credited to Participant's account pursuant to 
paragraphs 2, 3 and 4 hereof may be used to purchase common stock 
of Enova Corporation or other equity securities, subject to the 
following conditions:

         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

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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.

     8.  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 other beneficiary.  In no event shall 
Participant, Participant's spouse, or other beneficiary have the 
right to recover any amount credited to Participant's account 
other than in accordance with this Agreement.

     9.  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 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 7 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 
Participant nor any other person shall, under this Agreement, have 
any property interest whatsoever in any specific assets of 
Company.

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

     11.  This Agreement shall be deemed to modify any provisions 
in an employment agreement between Participant and Company 
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.

     12.  This Agreement may be terminated by Company upon thirty 
days' written notice to Participant.  This Agreement will also 
terminate upon Participant'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 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 
Section 4 of this Agreement.

     13.  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.

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

PARTICIPANT                     COMPANY



_______________________________  By ______________________________
Signature of Participant         Company _________________________
                                 Title ___________________________

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