SAN DIEGO GAS & ELECTRIC COMPANY 
                1986 LONG-TERM INCENTIVE PLAN 
             1994 RESTRICTED STOCK AWARD AGREEMENT 
                      TWO-YEAR VESTING 
 
       _______________________________________________ 
 
 
     THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") 
is entered into this ______ day of ______________, 1994, by 
and between SAN DIEGO GAS & ELECTRIC COMPANY, a California 
corporation ("SDG&E") and ________________________ 
("Participant"). 
 
     WHEREAS, the Board of Directors of SDG&E ("the Board") 
has adopted the 1986 Long-Term Incentive Plan (the "Plan"), 
which provides for the granting to selected employees of 
SDG&E and its subsidiaries of awards of Common Stock of 
SDG&E ("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 
SDG&E and its subsidiaries; 
 
     WHEREAS, Participant is a selected employee of SDG&E; 
and 
 
     WHEREAS, the Executive Compensation Committee of the 
Board (the "Committee") has authorized, and the Board has 
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 hereby agree as follows: 
 
1.   Grant of Restricted Stock Award 
 
     SDG&E 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 Board and not in lieu of any salary or other 
compensation for Participant's services, a Restricted Stock 
Award consisting of Two Thousand Five Hundred (2,500) shares 
of the authorized but unissued shares of SDG&E Common Stock, 
(the "Shares"). 
 
2.   Purchase and Sale of Shares 
 
     Participant hereby purchases and acquires the Shares, 
and SDG&E hereby sells and transfers the Shares to 
Participant.  Concurrently with the execution hereof, SDG&E 
has delivered to 

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Participant, and Participant acknowledges receipt into 
escrow of, a certificate or certificates evidencing the 
Shares, duly issued to Participant by SDG&E.  Concurrently 
with the execution hereof, Participant acknowledges that the 
Secretary or Assistant Secretary of SDG&E, 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 an Annual Report of 
SDG&E for the year 1993.  Participant shall execute all such 
stock powers and other instruments of transfer in favor of 
SDG&E as are necessary at any time in the future to perform 
this contract. 
 
3.   Purchase Price; Payment 
 
     The purchase price for the Shares shall be Two Dollars 
and Fifty Cents ($2.50) per share.  In payment thereof, 
Participant has delivered to SDG&E, on the date first 
written above, and SDG&E acknowledges receipt of, a check 
payable to SDG&E in the amount of  Six Thousand Two Hundred 
and Fifty Dollars ($6,250.00).  SDG&E agrees that 
Participant shall be deemed a shareholder of record with 
respect to the Shares on the date first written above. 
 
4.   Restricted Term 
 
     (a)  The Restricted Term with respect to the Shares 
shall commence on the date first above written.  The 
restrictions will be removed from and the restricted term 
will expire on the Shares if: 
 
          (1)  After the end of the year 1996 if at the end 
of the year 1996 the Corporation's earnings per share meets 
or exceeds the target earnings per share for the year 1996 
as set by the Committee. 
 
          (2)  After the end of 1996, any remaining 
restricted shares may be released in the discretion of the 
Board dependent upon the impact on 1996 earnings of industry 
and corporate restructuring. 
 
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. 

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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 provided in the Plan.  The certificate 
for such Shares shall bear the following legend, or any 
other similar legend as may be required by SDG&E: 
 
     "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 SAN DIEGO GAS & ELECTRIC COMPANY'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 SDG&E 
at any time before the end of the Restricted Term for any 
reason, Participant shall sell, and SDG&E shall purchase all 
Shares subject to the Restricted Term for a price of Two 
Dollars and Fifty Cents ($2.50) per share.  Upon the 
delivery by SDG&E to its Secretary or Assistant Secretary of 
(i) notice that Participant has ceased to be so employed, 
and (ii) its check, payable to the order of Participant, in 
the amount of such purchase price, said Secretary or 
Assistant Secretary shall deliver to SDG&E all certificates 
evidencing the Shares subject to the Restricted Term, 
accompanied by stock powers and other instruments of 
transfer duly executed by Participant, and shall deliver to 
Participant the check in the amount of the purchase price 
for such Shares. 
 
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

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 in paragraph 9(b) below, to SDG&E in an amount sufficient 
to satisfy any taxes or other amounts SDG&E determines is 
required by any governmental authority to be withheld and 
paid over by SDG&E or any of its subsidiaries to such 
authority for the account of Participant (collectively, 
"Withholding Taxes"), or shall otherwise make arrangements 
satisfactory to SDG&E 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 
9, 1994.  For purposes of paragraph 8(b), the date shall be 
30 days after the restrictions are removed.  Participant 
shall, if requested by SDG&E, make appropriate 
representations in a form satisfactory to SDG&E 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, 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 SDG&E 
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 SDG&E shares of Common Stock, no 
par value, of SDG&E, 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 SDG&E 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 
SDG&E 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 

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          (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 either 
six months or more prior to the Tax Date or within a ten-day 
period beginning on the third and ending on the twelfth 
business day following release for publication of SDG&E's 
quarterly or annual summary statement of earnings in 
accordance with Rule 16b-3(e)(3)(iii) under the 1934 Act; 
provided that no such election may be made within six months 
of the grant of such Restricted Stock award, except in the 
case of death or disability of Participant." 
 
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 
SDG&E 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 1997 the restrictions have not been 
removed from and the Restricted Term has not expired on any 
of the shares purchased by Participant under this Agreement, 
Participant shall sell and SDG&E shall purchase all such 
shares for a price of Two Dollars and Fifty Cents ($2.50) 
per share no later than February 1, 1998.  The Secretary or 
Assistant Secretary shall deliver to SDG&E all certificates 
evidencing such shares accompanied by stock powers and other 
instruments of transfer duly executed by Participant and 
shall deliver to Participant a check in the amount of the 
purchase price for such shares. 
 
11.  Effects On Participant's Continued Employment 
 
     Participant's right, if any, to continue to serve SDG&E 
and 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 SDG&E 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. 
 
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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. 
 
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 SDG&E:   San Diego Gas & Electric Company 
                    P.O. Box 1831 
                    San Diego, CA 92112 
                    Attention:  Corporate Secretary 
 
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     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 
 
 
 
                         __________________________________ 
                         Signature of Participant 
 
 
                         SAN DIEGO GAS & ELECTRIC COMPANY 
 
 
 
                         By:_______________________________ 
                         Title:____________________________ 

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