ENOVA CORPORATION
                        1986 LONG-TERM INCENTIVE PLAN
                    1997 RESTRICTED STOCK AWARD AGREEMENT

               _______________________________________________


     THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is 
entered into this _____ day of _________________, 1997, by and 
between ENOVA CORPORATION, a California corporation ("Enova") and 
_____________ ("Participant").

     WHEREAS, the Boards of Directors of Enova and San Diego Gas & 
Electric Company ("SDG&E") ("the Boards") have adopted the Enova 
Corporation 1986 Long-Term Incentive Plan (the "Plan"), which 
provides for the granting to selected employees of Enova and its 
subsidiaries of awards of Common Stock of Enova Corporation 
("Restricted Stock Awards");

     WHEREAS, the grant of Restricted Stock Awards is intended as an 
incentive which will attract and retain highly competent persons as 
officers and key employees of Enova and its subsidiaries;

     WHEREAS, Participant is a selected employee of Enova and/or one 
of its subsidiaries; and

     WHEREAS, the Executive Compensation Committees of the Boards of 
Enova and SDG&E (the "Committees") have authorized, and the Boards 
have approved, the grant of a Restricted Stock Award to Participant 
pursuant to the terms of the Plan.

     NOW, THEREFORE, in consideration of the foregoing and of the 
mutual covenants hereinafter set forth and other good and valuable 
consideration, the receipt of which is hereby acknowledged, the 
parties hereto agree as follows:

1.   GRANT OF RESTRICTED STOCK AWARD

     Enova hereby grants to Participant, on the terms, conditions 
     and restrictions hereinafter set forth, and in accordance with 
     the Plan which is incorporated herein, as a matter of separate 
     inducement to achieve a certain goal set by the Boards and not 
     in lieu of any salary or other compensation for Participant's 
     services, a Restricted Stock Award consisting of _____________ 
     shares of the authorized but unissued shares of Enova 
     Corporation Common Stock, (the "Shares").

2.   RECEIPT AND TRANSFER OF SHARES

     Participant hereby acquires the Shares, and Enova hereby 
transfers the Shares to Participant. Concurrently with the execution 
hereof, Enova has delivered to Participant, and Participant 
acknowledges receipt into escrow of, a certificate or certificates 
evidencing the Shares, duly issued to Participant by Enova 
Corporation.  Concurrently with the execution hereof, Participant

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acknowledges that the Secretary or Assistant Secretary of Enova, 
holds on behalf of Participant all certificates evidencing the 
Shares.  Participant also acknowledges prior receipt of a prospectus 
for the Plan, a copy of the Plan, and the most recent Annual Report 
of Enova Corporation.  Participant shall execute all such stock 
powers and other instruments of transfer in favor of Enova as are 
necessary at any time in the future to perform this contract.

3.   SHAREHOLDER OF RECORD

     Enova agrees that Participant shall be deemed a shareholder of 
record with respect to the Shares on the date first written above.

4.   RESTRICTED TERM

     The Restricted Term with respect to the Shares shall commence 
on the date first above written.  The restrictions will be removed 
and the restricted term will expire on one quarter of such 
restricted shares after the end of each of the years 1998, 1999, 
2000 and 2001:

     a.  If, at the end of each of such year San Diego Gas & 
Electric Company has earned the CPUC authorized rate of return on 
rate base.

     b.  If, beginning in 1999 at the end of any quarter, San Diego 
Gas & Electric Company meets or exceeds it authorized rate of return 
for the twelve months then ending.

     c.  At the end of 2001, the remaining restricted shares not 
released previously may be released in the discretion of the Board 
dependent upon the impact on 1998 through 2001 earnings of industry 
and corporate restructuring during such period.

     d.  The Board of each Corporation, in response to industry or 
corporate restructuring, may elect to change the Plan design and 
performance goals to align the Plan with a new long term direction.

5.   VOTING AND OTHER RIGHTS

     During the Restricted Term, Participant shall, except as 
otherwise provided herein, have all of the rights of a stockholder 
with respect to all of the Shares subject to the Restricted Term, 
including without limitation the right to vote such Shares and the 
right to receive all dividends or other distributions with respect 
to such Shares.  In connection with the payment of such dividends or 
other distributions, there shall be deducted any taxes or other 
amounts required by any governmental authority to be withheld and 
paid over to such authority for the account of Participant.

6.   RESTRICTIONS ON INTER VIVOS TRANSFER

     During the Restricted Term, the Shares subject to the 
Restricted Term shall not be sold, assigned, transferred, 
hypothecated or otherwise alienated, disposed of or encumbered 
except as

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provided in the Plan.  The certificate for such Shares shall bear 
the following legend, or any other similar legend as may be required 
by Enova:

     "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE 
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR 
OTHERWISE ENCUMBERED OR DISPOSED OF EXCEPT AS PERMITTED BY 
ENOVA CORPORATION'S 1986 LONG-TERM INCENTIVE PLAN OR THE 
COMMITTEE WHICH ADMINISTERS THAT PLAN."

7.   TERMINATION OF PARTICIPANT'S EMPLOYMENT

     In the event Participant ceases to be employed by Enova and/or 
one of its subsidiaries at any time before the end of the Restricted 
Term for any reason, Participant shall deliver to Enova all 
certificates evidencing the Shares subject to the Restricted Term, 
accompanied by stock powers and other instruments of transfer duly 
executed by Participant to transfer such shares to Enova.

8.   ELECTION TO RECOGNIZE INCOME

     Check one:

     a.  ___  Participant elects, pursuant to the Internal Revenue 
Code as amended, and the comparable provisions of state tax law, to 
include in gross income in connection with the grant of this 
Restricted Stock Award, all amounts now recognizable.

     b.  ___  Participant shall not elect, pursuant to the Internal 
Revenue Code as amended, or comparable provisions of any state tax 
law, to include any amount in gross income in connection with the 
grant of this Restricted Stock Award.

9.   WITHHOLDING AND REGISTRATION

     a.  Upon recognition of income as elected in paragraph 8 above, 
Participant shall, with respect to such Shares, make payment, in the 
form of cash or a cashier's check or in the manner stated in 
paragraph 9(b) below, to Enova in an amount sufficient to satisfy 
any taxes or other amounts Enova determines is required by any 
governmental authority to be withheld and paid over by Enova or any 
of its subsidiaries to such authority for the account of Participant 
(collectively, "Withholding Taxes"), or shall otherwise make 
arrangements satisfactory to Enova for the payment of such amounts 
through withholding or otherwise.  For purposes of paragraph 8(a), 
such payment or arrangements shall be made by December 5, 1997.  For 
purposes of paragraph 8(b), the date shall be 30 days after the 
restrictions are removed.  Participant shall, if requested by Enova, 
make appropriate representations in a form satisfactory to Enova 
that such Shares will not be sold other than pursuant to an 
effective registration statement under the Securities Act of 1933, 
as amended, or an applicable exemption from the registration 
requirements of such Act.

     b.  Subject to the restrictions set forth in paragraph 9(c) and 
such rules as the Committee may from time to time adopt and upon 
approval by the Committee in its sole discretion,

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Participant may elect to satisfy all or any portion of such 
Participant's tax withholding obligations set forth in paragraph 
9(a) by electing (i) to have Enova withhold from delivery of any 
Shares otherwise deliverable to Participant in the manner set forth 
in paragraph 10 hereof, a portion of such Shares to satisfy 
Withholding Taxes or (ii) to deliver to Enova shares of Common 
Stock, no par value, of Enova, other than those delivered to 
Participant in the manner set forth in paragraph 10 hereof, to 
satisfy all or any portion of such Participant's Withholding Taxes. 
 The number of Shares withheld from delivery or such other shares 
delivered shall equal the number of shares the Committee, in its 
sole discretion, determines to have a fair market value equal to the 
amount of such Participant's Withholding Taxes required to be 
withheld or paid over by Enova or any of its subsidiaries and which 
Participant elected to be satisfied by withholding or delivery of 
shares.

     c.  Participant's election to satisfy all or any portion of 
Participants Withholding Taxes under paragraph 9(b) is subject to 
the following restrictions:

         (i)  such election must be made in writing on or before the
     date when the amount of Withholding Taxes is required to be
     determined (the "Tax Date");

        (ii)  such election shall be irrevocable;

       (iii)  such election shall be subject to the approval or
     disapproval of the Committee, in its sole discretion;

        (iv)  the fair market value of the Shares to be withheld or
     other shares of Common Stock to be delivered to Enova for the 
     purposes of satisfying all or any portion of such Participant's 
     Withholding Taxes shall be deemed to be the average of the 
     highest and lowest selling prices of such stock as reported on 
     the New York Stock Exchange Composite Transactions Tape on the 
     Tax Date, or if such stock is not traded that day, then on the 
     next preceding day on which such stock was traded; and

         (v)  if Participant is or becomes subject to Section 16(b)
     of the Securities Exchange Act of 1934, as amended (the "1934 
     Act"), such election must be made in compliance with Rule 16b-
     3(e) promulgated under said Section 16(b) or any successor 
     regulation promulgated thereunder.

10.   DELIVERY OF SHARES

      Upon expiration of the Restricted Term applicable to any 
shares as provided in the manner stated in paragraph 4 above and 
payment by the Participant as required in paragraph 9 above, the 
Secretary or Assistant Secretary of Enova shall deliver to 
Participant all certificates evidencing the Shares free of legend 
and no longer subject to the Restricted Term and all restrictions 
set forth herein with respect to such Shares shall terminate.

      If at the end of 2001 the restrictions have not been removed 
from and the Restricted Term has not expired on any of the shares 
received by Participant under this Agreement, Participant shall

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deliver to Enova all certificates evidencing such shares accompanied 
by stock powers and other instruments of transfer duly executed by 
Participant to transfer such shares to Enova.

11.   EFFECTS ON PARTICIPANT'S CONTINUED EMPLOYMENT

      Participant's right, if any, to continue to serve Enova and/or 
its subsidiaries as an officer or employee shall not be enlarged or 
otherwise affected by the grant to him or her of this Restricted 
Stock Award, nor shall such grant in any way restrict the right of 
Enova and/or any of its subsidiaries to terminate Participant's 
employment at any time.

12.   FURTHER ACTION

      Each party hereto agrees to perform any further acts and to 
execute and deliver any documents which may be reasonably necessary 
to carry out the provisions hereof.

13.   PARTIES IN INTEREST AND GOVERNING LAW

      This Agreement shall be binding upon and inure to the benefit 
of the parties hereto and their respective assigns and successors-
in-interest, and shall be governed by and interpreted in accordance 
with the laws of the State of California.

14.   ENTIRE AGREEMENT

      This Agreement contains the entire agreement and understanding 
between the parties as to the subject matter hereof.

15.   INVALID PROVISIONS

      The invalidity or unenforceability of any particular provision 
hereto shall not affect the other provisions hereof, and this 
Agreement shall be construed in all respects as if such invalid or 
unenforceable provisions were omitted.

16.   AMENDMENT

      No amendment or modification hereof shall be valid unless it 
shall be in writing and signed by both parties hereto.

17.   COUNTERPARTS

      This Agreement may be executed in counterparts, each of which 
shall be deemed to be an original, and taken together shall 
constitute one and the same document.

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18.   NOTICES

      All notices or other communications required or permitted 
hereunder shall be in writing, and shall be sufficient in all 
respects only if delivered in person or sent via certified mail, 
postage prepaid, addressed as follows:

      If to Enova:      Enova Corporation
                        P. O. Box 129400
                        San Diego, CA 92112-9400

                        Attention:  Corporate Secretary

     If to Participant: ________________________________________

                        ________________________________________

                        ________________________________________

or such other address as shall be furnished in writing by any such 
party.  Any such notice or communication shall be deemed to have 
been delivered when delivered in person or 48 hours after the date 
it has been mailed in the manner described above.

      IN WITNESS WHEREOF, the parties hereto have executed this 
Restricted Stock Award Agreement on the day and year first above 
written.



PARTICIPANT                          ENOVA CORPORATION



________________________________     By: ___________________________
Signature of Participant
                                     Title: ________________________

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