AMENDMENT NO. 3 TO THE               Exhibit 10.31
              SAN DIEGO GAS & ELECTRIC COMPANY
                NUCLEAR FACILITIES NON-QUALIFIED CPUC
                   DECOMMISSIONING MASTER TRUST
                     AGREEMENT FOR SAN ONOFRE
                   NUCLEAR GENERATING STATIONS



This Amendment is entered into as of the _26th day of __December,
1997, by and between San Diego Gas & Electric Company, a corporation
duly organized and existing under the laws of the State of
California, and having its principal office at 101 Ash Street, San
Diego, California 92101-3017 (the "Company"), and State Street Bank
and Trust Company, as Trustee, having its principal office at 1
Enterprise Drive, Quincy, Massachusetts  01171 (the "Trustee").

WHEREAS, in Section 2.12 of the Nuclear Facilities Non-Qualified CPUC
Decommissioning Master Trust Agreement dated June 29, 1992 (the
"Agreement") between the Company and Trustee, the parties
specifically reserve the right to amend the Agreement; and

WHEREAS, the San Diego Gas & Electric Company Nuclear Facilities
Decommissioning Master Trust Committee has authorized the amendment
of the Agreement and the California Public Utilities Commission
filing and review process has been completed with no objections;

NOW, THEREFORE, the parties agree as follows:

1.  The recitals set forth above are incorporated herein by this
    reference thereto.

2.  The Agreement shall be amended by restating Section 2.01 (5) to
    read in its entirety:

        Interim Disbursements.  The estimated costs and schedule for
        decommissioning each of the Plants shall be reviewed
        periodically and updated when the revenue requirement for
        decommissioning is reviewed by the CPUC in the Company's
        general rate cases.  One year prior to the time
        decommissioning of a Plant or Plants is estimated to begin,
        the Company shall apply for CPUC approval of the estimated
        cost and schedule for decommissioning each Plant.  Upon the
        occurrence of changed circumstances, the Company may apply to
        the CPUC for amendments to the estimated cost and schedule
        for decommissioning each plant.  Upon approval of the cost
        and schedule for decommissioning each Plant or Plants, the
        CPUC shall authorize Interim Disbursements from the
        applicable Fund to pay Decommissioning Costs.  Interim
        Disbursements shall be limited to 90% of the forecast of
        Decommissioning Costs approved by the CPUC.  Final payment
        from the applicable Fund for all Decommissioning costs shall
        be made pursuant to Section 2.01 (6).

     Prior to the issuance of an Interim Disbursement order, the
     Trustee is authorized to pay up to 3 percent of the amount
     specified in paragraph 50.75 of Title 10 of the Code of
     Federal Regulations for decommissioning planning purposes upon
    receipt of a Disbursement Certificate or a Withdrawal
    Certificate meeting the requirements of Section 2.01 (4) (a)-(c).

3.  Except as expressly amended hereby, the Agreement is hereby
    restated, confirmed, and ratified in all respects and shall
    remain in full force and effect.

4.  Capitalized terms used herein and not otherwise defined shall
    have the definitions ascribed thereto in the agreement.

IN WITNESS WHEREOF, the Company, the California Public Utilities
Commission, and the Trustee have set their Hands and seals to this
Amendment to the Agreement as of _____________, 1997.


                                 SAN DIEGO GAS & ELECTRIC COMPANY


                                 By:
                                     ----------------------------

                                 Title:
                                        -------------------------

                                 Attest:
                                         ------------------------

                                 Title:
                                         ------------------------


                                 Accepted:
                                STATE STREET BANK AND TRUST COMPANY

                                By:
                                    -------------------------------

                                Title:
                                       ----------------------------

                                Attest:
                                        ---------------------------

                                Title:
                                       ----------------------------

Approved and Accepted:

CALIFORNIA PUBLIC UTILITIES COMMISSION

By:
    -------------------------------------

Title:
       ----------------------------------

Attest:
         --------------------------------

Title:
        ---------------------------------



                             ATTACHMENT A

                 Title 10 Code of Federal Regulations
                           Paragraph 50.82
                   Before July 29, 1996 Amendment



                             ATTACHMENT B

                 Title 10 Code of Federal Regulations
                           Paragraph 50.82
                       As Amended July 29, 1996



                             ATTACHMENT C

           Resolution Amending the San Diego Gas & Electric
        Company Nuclear Facilities Qualified and Non-Qualified
               Decommissioning Master Trust Agreements