SAN DIEGO GAS & ELECTRIC COMPANY 
         1996 DEFERRED COMPENSATION AGREEMENT 
              FOR NONEMPLOYEE DIRECTORS 
 
 
     THIS AGREEMENT, made and entered into this _____ day of 
December, 1995, by and between San Diego Gas & Electric 
Company, (hereinafter "SDG&E") and 
______________________________________ (hereinafter 
"Director"), a member of the Board of Directors of SDG&E 
(hereinafter the "Board"), 
 
                     WITNESSETH: 
 
     WHEREAS, fees are paid to Directors as a retainer; and  
 
     WHEREAS, Director and SDG&E desire that the payment of 
said fees to Director 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 
subsequent to its execution upon which Director's fees would 
otherwise be payable to Director for service as a member of 
the Board and shall continue in effect until this Agreement 
is terminated as provided herein. 
 
     2.  SDG&E shall credit to an account on SDG&E's books, 
in Director's name, that portion of such Director's fees 
otherwise payable to Director as may be specified by 
Director on an election form submitted to SDG&E 
simultaneously with the execution of this Agreement. 
 
     3.  There shall be credited to Director's account an 
additional amount equal to seven and four-tenths percent 
(7.4%) per annum computed on the balance in Director's 
account as of the end of each month; provided, however, that 
SDG&E reserves the right to increase or decrease from time 
to time such amount with respect to amounts to be credited 
to the account subsequent to 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 rate 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 Director's account pursuant 
to paragraphs 2 and 3 hereof shall be paid to Director in a 
lump sum on the date specified by Director on the Director's 
election form.  In the event of Director's death before any 
payment due under this paragraph 4 has been paid, such 
payment due shall be paid in a lump sum to the person 
specified by the Director on the election form as soon as 
administratively practicable. 
 
     5.  No amounts credited to Director's account may be 
assigned, transferred, encumbered, or made subject to any 
legal process for the payment of any claim against Director, 
Director's spouse or beneficiary.  In no event shall 
Director, Director's spouse or beneficiary have the right to 
recover any fees credited to Director's account other than 
in accordance with this Agreement. 

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     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 SDG&E and the Director 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 the Director nor any other person shall, 
under this Agreement, have any property interest whatsoever 
in any specific assets of SDG&E. 
 
     7.  The existence of this Agreement shall not confer 
upon any Director any right to continue to serve as a 
Director for any period of time. 
 
     8.  This Agreement may be terminated by SDG&E upon 30 
days written notice to the Director.  Such termination shall 
be applicable only with respect to fees payable to Director 
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 director election form 
and Section 3 of this Agreement. 
 
     9.  Director acknowledges that Director has been 
advised that Director may confer with and seek advice from a 
tax or financial advisor of Director's choice concerning 
this deferral.  Director further acknowledges that Director 
has not received tax advice from SDG&E nor has Director 
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. 
 
DIRECTOR                   SAN DIEGO GAS & ELECTRIC COMPANY 
 
 
 
__________________________  By: ___________________________ 
 




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