EXHIBIT 3.02SAN DIEGO GAS & ELECTRIC COMPANY

___________________________________________________

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
___________________________________________________


Joan T. Jones and Jennifer F. Jett certify that:

1.  They are a Vice President and the Corporate Secretary, respectively, of San Diego Gas & Electric Company, a California corporation.

2.  Article Fifth of the Articles of Incorporation is amended to read in full as set forth on Exhibit A hereto which is incorporated by reference as if fully set forth herein.

3.  The amendment has been approved by the board of directors.

4.  The amendment has been approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code.  The total number of outstanding shares of the corporation entitled to vote on the amendment was 116,583,358 shares of Common Stock (entitled to one vote per share) and 1,373,770 shares of Cumulative Preferred Stock (entitled to two votes per share).  The only other outstanding shares of the corporation are 2,690,000 shares of Preference Stock (Cumulative) none of which were entitled to vote on the amendment.  The number of shares of each class voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was not less than a majority of all shares entitled to vote (voting together as a single class), not less than a majority of the outstanding shares of Common Stock, and not less than a majority of the votes entitled to be cast.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.


Dated:  November 10, 2006                                 _____________________________
Joan T. Jones
Vice President, Treasurer and
Assistant Secretary


______________________________
Jennifer F. Jett
Corporate Secretary


EXHIBIT A
SAN DIEGO GAS & ELECTRIC COMPANY

___________________________________

Amendment of Article Fifth
of the
Articles of Incorporation
___________________________________


Article Fifth of the Articles of Incorporation of San Diego Gas & Electric Company is amended in it entirety to read as follows:

FIFTH: The total number of shares which the Corporation shall have authority to issue shall be 291,375,000. The Corporation is authorized to issue four classes of stock, designated, respectively, Cumulative Preferred Stock, Preference Stock (Cumulative), Series Preference Stock, and Common Stock.

The number of shares of Cumulative Preferred Stock which the Corporation is authorized to issue is 1,375,000, each of the par value of $20. The number of shares of Preference Stock (Cumulative) the Corporation is authorized to issue is 10,000,000, each without par value. The number of shares of Series Preference Stock which the Corporation is authorized to issue is 25,000,000, each without par value. The number of shares of Common Stock which the Corporation is authorized to issues is 255,000,000, each without par value.

The Cumulative Preferred Stock and the Preference Stock (Cumulative) are collectively referred to herein as the Senior Preferred Stock. The Series Preference Stock and the Common Stock are collectively referred to herein as the Junior Stock.

I. SENIOR PREFERRED STOCK

A.
ISSUANCE IN SERIES

1.
Cumulative Preferred Stock:

The Cumulative Preferred Stock has been issued in series. The initial series of Cumulative Preferred Stock consists of 375,000 shares, designated Cumulative Preferred Stock, 5% Series, $20 par value. The remaining series consist of the following: 300,000 shares, designated Cumulative Preferred Stock, 4 1⁄2% Series, $20 par value; 325,000 shares, designated  Cumulative Preferred Stock, 4.40% Series, $20 par value; and 375,000 shares designated Cumulative Preferred Stock, 4.60% Series, $20 par value. Each series is entitled to dividends at the rate, is subject to redemption at the price and has the liquidating preferences, hereinafter set forth. All shares of Cumulative Preferred Stock purchased or redeemed by the Corporation shall be retired and cancelled and none of such shares shall thereafter be reissued.

2.
Preference Stock (Cumulative):

Shares of the Preference Stock (Cumulative) may be issued in one or more series, and each series shall be distinguished from each other series by a serial or other

distinctive designation.  Each series shall be constituted of such number of shares and shall have such dividend rate, conversion rights, rights and terms of redemption (including sinking fund provisions), redemption prices and liquidation, as shall be fixed by the Board of Directors in the resolution or resolutions providing for the creation of such series, or every such series.

B.
GENERAL VOTING RIGHTS

1.
Cumulative Preferred Stock:

Except as hereinafter provided in Section C of Part 1 of this Article FIFTH or as otherwise required by law, the holders of shares of Cumulative Preferred Stock shall be entitled to two votes for each share of stock held by such holders on all questions upon which the holders of Common Stock are entitled to vote, and on any question as to which it is at the time provided by law that action may be taken on approval by vote of a specified percentage of the outstanding shares the vote of stockholders holding such specified percentage of the voting power shall also be required.

2.
Preference Stock (Cumulative):

The holders of shares of Preference Stock (Cumulative) shall have no voting rights except as hereinafter provided in Section C of part I of this Article FIFTH or as otherwise required by law.

C.
PROVISIONS APPLICABLE TO ALL SERIES OF SENIOR PREFERRED STOCK

1.
Special Voting Rights:

The affirmative consent (given in writing or by vote at a meeting duly called for that purpose) of the holders of at least two-thirds of the aggregate number of shares of Senior Preferred Stock then outstanding shall be necessary in order to:

a.
Increase the authorized number of shares of Senior Preferred Stock or create or authorize any class of stock which shall be entitled to any preference over, or to parity with, the Senior Preferred Stock;

b.
Make any change in any of the provisions relative to the Senior Preferred Stock or any series thereof, which would change the express terms or provisions of such stock in any manner prejudicial to the holders thereof, except that if such change is prejudicial to the holders of one or more, but not all of such series, the consent of the holders of two-thirds of the total number of shares then outstanding of the series so affected shall be required; or

c.
Merge with or consolidate into any other corporation or corporations, provided that the provisions of this sub-paragraph c shall not apply to the merger of a wholly-owned subsidiary of the Corporation or to a purchase or other acquisition by the Corporation of franchises or assets of another corporation in any manner which does not involve a merger or consolidation.


For the purposes of this paragraph 1, the holders of the Cumulative Preferred Stock and the Preference Stock (Cumulative) shall vote and be referred to as one class and shall be entitled to one vote for each share of stock so held.

Nothing in this paragraph 1 provided shall require the consent or vote of the holders of shares of any series of Senior Preferred Stock for the creation of any class of stock entitled to any preference over, or to parity with, such series of Senior Preferred Stock, as to dividend or assets, if the purpose of the creation thereof is, and the proceeds derived from the issue and sale thereof are to be used for, the redemption of all shares of such series of Senior Preferred Stock then outstanding.

If and whenever dividends accrued and unpaid on the outstanding Senior Preferred Stock, or any series thereof, equal or exceed an amount equivalent to eight full quarterly dividends on all shares of any series of the Senior Preferred Stock at the time outstanding, then until all dividends in default on the Senior Preferred Stock shall have been paid, or declared and set aside, the holders of the Senior Preferred Stock voting together as one class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Junior Stock entitled to vote with respect to the election of directors, voting separately from the Senior Preferred Stock, shall be entitled to elect the remaining members of the Board of Directors.

If and when all dividends theretofore in default on the Senior Preferred Stock shall be paid, or declared and set aside (and such dividends shall be declared and paid out of any funds legally available therefor, as soon as reasonably practicable) the holders of Senior Preferred Stock shall thereupon be divested of such special right to elect any members of the Board of Directors, but subject always to the same provisions for the vesting of special rights of the holders of the Senior Preferred Stock in case of further like default or defaults.

Whenever, under the provisions hereof, a change in the voting powers of the holders of the Senior Preferred Stock and Junior Stock shall have occurred, a meeting of the holders of such stock shall be held upon notice promptly given, as provided in the By-Laws of the Corporation for a special meeting of stockholders, by the President or the Secretary of the Corporation.  If within fifteen days after the accrual or termination of such special right of the holders of the Senior Preferred Stock or Junior Stock, with respect to the election of directors, the President and the Secretary of the Corporation shall fail to call such meeting, (to be held on a date not more than thirty days after the mailing of the notice therefor), then such meeting shall be held upon notice as provided in the By-Laws for a special meeting of stockholders given by the holders of not less than one thousand shares of Senior Preferred Stock or Junior Stock after filing with the Corporation a notice of their intention to do so.

At all meetings of stockholders held for the purpose of electing directors, during such times as the holders of shares of the Senior Preferred Stock shall have the right to elect directors pursuant to the foregoing provisions, the presence in person or by proxy of the majority of the outstanding shares of all series of the Senior Preferred Stock entitled to vote shall be required to constitute a quorum for the election of such directors, and the presence in person or by proxy of the holders of a majority of the outstanding shares of the Junior Stock entitled to vote shall be required to constitute a quorum of the Junior Stock for the election of directors; provided, however, that the absence of a quorum of

the holders of either stock shall not prevent the election at any such meeting, or an adjournment thereof, of directors by the other such stock if the necessary quorum of the holders of such other stock of such class is present in person or by proxy at such meeting; and provided further that in the absence of a quorum of the holders of either such stock, a majority of those holders of such stock who are present in person or by proxy shall have the power to adjourn the meeting for the election of the directors to be elected by such stock from time to time without notice, other than announcement at the meeting, until the requisite amount of holders of such stock shall be present in person or by proxy, but such adjournment shall not be made to a date beyond the date for the mailing of notice of the next annual meeting of stockholders or special meeting in lieu thereof.

Forthwith upon the election of a majority of the Board of Directors of the Corporation by the holders of Senior Preferred Stock pursuant to the foregoing provisions hereof, the terms of office of all persons who were directors of the Corporation immediately prior to such election shall terminate, whether or not holders of Junior Stock entitled to vote with the respect to the election of directors shall then have elected the remaining members of the Board of Directors, and if the holders of Junior Stock entitled to vote with respect to the election of directors shall not have elected the remaining members of the Board of Directors, then the directors so elected by the holders of Senior Preferred Stock shall constitute the Board of Directors pending such election of the remaining directors by such holders of Junior Stock.  Upon the reversion pursuant to the foregoing provisions of the voting powers to their status prior to default, then forthwith, upon the election of new directors by the holders of all stock of the Corporation, the term of office of the directors elected by vote of the holders of Senior Preferred Stock shall forthwith terminate.

2.
Dividends:

The holders of the Senior Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the surplus or net profits of the Corporation, cumulative dividends at the full cumulative rate and no more, payable quarterly at dates fixed by the Board of Directors, before any dividend shall be declared, set aside for, or paid upon the Junior Stock, but accumulations of dividends shall not bear interest.  Dividends on the Senior Preferred Stock shall accrue from the date of issuance thereof.

3.
Redemption provisions:

The Corporation, at the option of the Board of Directors, may redeem at any time or times or from time to time the whole or any part of the Senior Preferred Stock, or the whole or any part of any series thereof at the time outstanding at such price or prices as shall have been fixed as being payable in case of redemption in respect thereof, together with the amount of any dividends accrued or unpaid thereon to the date of redemption.

At least thirty days previous notice of every such redemption of Senior Preferred Stock shall be mailed, addressed to the holders of record of the shares to be redeemed at their respective addresses, as the same shall appear on the books of the Corporation, or in any case where no such address shall appear, then addressed to such stockholder at the principal office of the Corporation, but the failure to mail such notice as aforesaid shall not invalidate the redemption of the shares so redeemed.


Unless the certificate setting forth the preferences fixed by the Board of Directors for any series shall otherwise provide, in the case of a redemption of a part only of any series of the Senior Preferred Stock at any time outstanding the Corporation shall select by lot the shares of such series so to be redeemed.  Subject to the limitations and provisions herein contained, the Board of Directors shall have full power and authority to prescribe the manner in which the selection by lot shall be made.

If notice of redemption shall have been given by mail as herein above provided and the Corporation shall, on or prior to the date fixed for redemption, deposit in trust, for the benefit of the holders of the Senior Preferred Stock to be redeemed, with a bank or trust company in good standing, organized under the laws of the United States of America or of the State of California, and doing business in the City of San Diego, California, or in the City of Los Angeles, California, a sum sufficient to redeem the shares called for redemption, together with irrevocable written instructions and authority to such bank or trust company, on behalf of the Corporation, to pay on or after the time of making such deposit, to the respective holders of all such shares, the redemption price thereof, together with accrued dividends, upon the surrender for cancellation of the certificates representing such shares, then from and after the date of such deposit (although prior to the date fixed for redemption) notwithstanding that any certificate for the shares of Senior Preferred Stock so called for redemption shall not have been surrendered for cancellation, all shares of Senior Preferred Stock with respect to which such deposit shall have been made shall no longer be deemed to be outstanding, and all rights with respect to such shares of Senior Preferred Stock shall cease and terminate except only the right of the holders thereof to receive from such bank or trust company, at any time after the time of the making of such deposit, the redemption price of such shares so to be redeemed, together with accrued dividends, in the case of each share to be so redeemed, to the date fixed for redemption, but without interest thereon.  Any moneys so deposited by the Corporation and unclaimed at the end of six years from the dated fixed for such redemption shall be repaid to the Corporation upon its request expressed in a resolution of its Board of Directors after which repayment the holders of the shares so called for redemption shall look only to the Corporation for the payment thereof.

4.
Rights on Liquidation, Dissolution or Winding Up of the Corporation:

In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of the Senior Preferred Stock of the Corporation shall be entitled to be paid in full, out of the assets of the Corporation, without priority between series, the respective liquidation price (for voluntary or involuntary liquidation) fixed for each series, plus all accrued and unpaid dividends thereon to the date of such liquidation, dissolution or winding up of the Corporation prior to any payment or distribution of any assets of the Corporation to the holders of the Junior Stock.

D.
PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK, 5% SERIES, $20 PAR VALUE, BEING THE INITIAL SERIES.

1.
Dividend Rate:

The dividend rate on the Cumulative Preferred Stock, 5% Series, $20 par value, shall be 5% of the par value thereof per annum.


2.
Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative Preferred Stock, 5% Series, $20 par value, shall be $24 per share, and the involuntary liquidation price shall be $20 per share.

3.
Redemption Price:

The redemption price of the Cumulative Preferred Stock, 5% Series, $20 par value, shall be $24 per share.


E.
PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK, 4 1⁄2% SERIES, $20 PAR VALUE.

1.
Dividend Rate:

The dividend rate on the Cumulative Preferred Stock, 4 1⁄2% Series, $20 par value, shall be 4 1⁄2% of the par value thereof per annum.

2.
Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative Preferred Stock, 4 1⁄2% Series, $20 par value, shall be $21.20 per share, and the involuntary liquidation price shall be $20 per share.

3.
Redemption Price:

The redemption price of the Cumulative Preferred Stock, 4 1⁄2% Series, $20 par value, shall be $21.20 per share.

F.
PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK, 4.40% SERIES, $20 PAR VALUE.

1.
Dividend Rate:

The dividend rate on the Cumulative Preferred Stock, 4.40% Series, $20 par value, shall be 4.40% of the par value thereof per annum.

2.
Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative Preferred Stock, 4.40% Series, $20 par value, shall be $21 per share, and the involuntary liquidation price shall be $20 per share.

3.
Redemption Price:

The redemption price of the Cumulative Preferred Stock, 4.40% Series, $20 par value, shall be $21 per share.


G.
PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK, 4.60% SERIES, $20 PAR VALUE.

1.
Dividend Rate:

The dividend rate on the Cumulative Preferred Stock, 4.60% Series, $20 par value, shall be 4.60% of the par value thereof per annum.

2.
Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative Preferred Stock, 4.60% Series, $20 par value, shall be $21 per share to and including January 15, 1973, $20.75 per share thereafter and to and including January 15, 1978, and $20.25 per share thereafter.  The involuntary liquidation price shall be $20 per share.

3.
Redemption Price:

The redemption price of the Cumulative Preferred Stock, 4.60% Series, $20 par value, shall be $21 per share if redeemed to and including January 15, 1973, $20.75 per share if redeemed thereafter and to and including January 15, 1978, and $20.25 per share if redeemed thereafter.

II. SERIES PREFERENCE STOCK

A.
ISSUANCE IN SERIES

Shares of Series Preference Stock may be issued from time to time in one or more series as determined by the Board of Directors of the Corporation which is hereby authorized, within the limitations and restrictions stated herein, to fix or alter, from time to time, the rights, preferences, privileges, and restrictions granted to or upon and the number of shares and distinctive designations of each such series while wholly unissued and to increase or decrease the number of shares of any such series subsequent to the issue of shares thereof, but not below the number of such shares then outstanding.

B.
PRIORITY RESTRICTION

No shares of Series Preference Stock of any series shall be entitled to any preference over, or to parity with, the Senior Preferred Stock.

III.
COMMON STOCK

A.
Voting Rights:

The holders of shares of Common Stock shall be entitled to one vote for each share of stock held by such holders on all questions upon which they are entitled to vote in accordance with the law, except as otherwise provided in part 1 of this Article FIFTH or in respect of Series Preference Stock.

B.
Dividends:


The Board of Directors may declare, and the Corporation may pay, dividends upon the Common Stock (in each case subject to compliance of any preferential, participation or other rights with respect to dividends conferred upon the holders of Series Preference Stock) provided that dividends upon the Senior Preferred Stock with all accumulations, up to the beginning of the respective current quarter-yearly dividend period shall have been declared and shall have been paid in full, or a sum sufficient for the payment thereof shall have been set aside for that purpose and a sum equal to all other unpaid accrued dividends upon the Senior Preferred Stock shall have been set aside in a reserve for accrued dividends.




C.
Rights on Liquidation:

Upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and after all payments of the full preferential amounts, on liquidation, dissolution, or winding up, to the holders of the Senior Preferred Stock as may be at the time outstanding, the holders of the Common Stock shall be entitled (subject to the compliance with any preferential or other rights with respect to liquidation, dissolution or winding-up conferred upon the holders of Series Preference Stock) to share ratably in all assets of the Corporation remaining after such payment to the exclusion of all other classes of stock.





RESTATED ARTICLES OF INCORPORATION
OF
SAN DIEGO GAS & ELECTRIC COMPANY
(As amended through April 26, 1994)


T. A. Page and N. A. Peterson certify that:

1.   They are the Chairman of the Board and Secretary,
respectively of SAN DIEGO GAS & ELECTRIC COMPANY.

2.   The Articles of Incorporation of the Corporation are
restated to read as follows:

KNOW ALL MEN BY THESE PRESENTS:  That we, the
undersigned, a majority of whom are citizens and residents of
the State of California, have this day voluntarily associated
ourselves together for the purpose of forming a corporation
under the laws of the State of California.

AND WE HEREBY CERTIFY:

FIRST:  That the name of the Corporation shall be SAN DIEGO
GAS & ELECTRIC COMPANY.

SECOND:  This Corporation elects to be governed by all of the
provisions of the General Corporation Law of 1977 not
otherwise applicable to it under Chapter 23 thereof.  The
purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the
General Corporation Law of California other than the banking
business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code.

THIRD:  That the place where the principal business of said
Corporation is to be transacted is the City of San Diego,
County of San Diego, State of California.

FOURTH:  That said Corporation shall have perpetual existence.

FIFTH:  The total number of shares which the Corporation shall
have authority to issue shall be 266,375,000.  The Corporation
is authorized to issue three classes of stock, designated,
respectively, "Cumulative Preferred Stock," "Preference Stock
(Cumulative)," and "Common Stock."  The number of shares of
Cumulative Preferred Stock which the Corporation is authorized
to issue is 1,375,000, each of the par value of $20.  The
number of shares of Preference Stock (Cumulative) the
Corporation is authorized to issue is 10,000,000, each without
par value.  The number of shares of Common Stock which the
Corporation is authorized to issue is 255,000,000 each without
par value.

I.  PREFERRED STOCK

A.   ISSUANCE IN SERIES.

1.   Cumulative Preferred Stock:

The Cumulative Preferred Stock has been issued in series.
The initial series of Cumulative Preferred Stock consists of
375,000 shares, designated "Cumulative Preferred Stock, 5%
Series, $20 par value."  The remaining series consist of the
following:  300,000 shares, designated "Cumulative Preferred
Stock, 4 1/2% Series, $20 par value"; 325,000 shares,
designated "Cumulative Preferred Stock, 4.40% Series, $20 par
value"; and 375,000 shares, designated "Cumulative Preferred
Stock, 4.60% Series, $20 par value."  Each series is entitled
to dividends at the rate, is subject to redemption at the
price and has the liquidating preferences, hereinafter set
forth.  All shares of Cumulative Preferred Stock purchased or
redeemed by the Corporation shall be retired and cancelled and
none of such shares shall thereafter be reissued.

2.   Preference Stock (Cumulative):

Shares of the Preference Stock (Cumulative) may be issued
in one or more series, and each series shall be distinguished
from each other series by a serial or other distinctive
designation.  Each series shall be constituted of such number
of shares and shall have such dividend rate, conversion
rights, rights and terms of redemption (including sinking fund
provisions), redemption prices and liquidation, as shall be
fixed by the Board of Directors in the resolution or
resolutions providing for the creation of such series, or
every such series.

B.   GENERAL VOTING RIGHTS.

1.   Cumulative Preferred Stock:

Except as hereinafter provided in Section C of Part I of
this Article FIFTH or as otherwise required by law, the
holders of shares of Cumulative Preferred Stock shall be
entitled to two votes for each share of stock held by such
holders on all questions upon which the holders of Common
Stock are entitled to vote, and on any question as to which it
is at the time provided by law that action may be taken on
approval by vote of a specified percentage of the outstanding
shares the vote of stockholders holding such specified
percentage of the voting power shall also be required.

2.   Preference Stock (Cumulative):

The holders of shares of Preference Stock (Cumulative)
shall have no voting rights except as hereinafter provided in
Section C of part I of this Article FIFTH or as otherwise
required by law.

C.   PROVISIONS APPLICABLE TO ALL SERIES OF PREFERRED STOCK.

1.   Special Voting Rights:

The affirmative consent (given in writing or by vote at a
meeting duly called for that purpose) of the holders of at
least two-thirds of the aggregate number of shares of
Cumulative Preferred Stock and Preference Stock (Cumulative),
hereinafter collectively referred to as "Preferred Stock",
then outstanding shall be necessary in order to:

a.   Increase the authorized number of shares of Preferred
Stock or create or authorize any class of stock which shall be
entitled to any preference over, or to parity with, the
Preferred Stock;

b.   Make any change in any of the provisions relative to the
Preferred Stock or any series thereof, which would change the
express terms or provisions of such stock in any manner
prejudicial to the holders thereof, except that if such change
is prejudicial to the holders of one or more, but not all of
such series, the consent of the holders of two-thirds of the
total number of shares then outstanding of the series so
affected shall be required; or

c.   Merge with or consolidate into any other corporation or
corporations, provided that the provisions of this sub-
paragraph c shall not apply to the merger of a wholly-owned
subsidiary of the Corporation or to a purchase or other
acquisition by the Corporation of franchises or assets of
another corporation in any manner which does not involve a
merger or consolidation.

For the purposes of this paragraph 1, the holders of the
Preferred Stock shall vote and be referred to as one class and
shall be entitled to one vote for each share of stock so held.

Nothing in this paragraph 1 provided shall require the
consent or vote of the holders of shares of any series of
Preferred Stock for the creation of any class of stock
entitled to any preference over, or to parity with, such
series of Preferred Stock, as to dividend or assets, if the
purpose of the creation thereof is, and the proceeds derived
from the issue and sale thereof are to be used for, the
redemption of all shares of such series of Preferred Stock
then outstanding.

If and whenever dividends accrued and unpaid on the
outstanding Preferred Stock, or any series thereof, equal or
exceed an amount equivalent to eight full quarterly dividends
on all shares of any series of the Preferred Stock at the time
outstanding, then until all dividends in default on the
Preferred Stock shall have been paid, or declared and set
aside, the holders of the Preferred Stock voting together as
one class, shall be entitled to elect the smallest number of
directors necessary to constitute a majority of the full Board
of Directors, and the holders of the Common Stock, voting

separately as a class, shall be entitled to elect the
remaining members of the Board of Directors.

If and when all dividends theretofore in default on the
Preferred Stock shall be paid, or declared and set aside (and
such dividends shall be declared and paid out of any funds
legally available therefor, as soon as reasonably practicable)
the holders of Preferred Stock shall thereupon be divested of
such special right to elect any members of the Board of
Directors, but subject always to the same provisions for the
vesting of special rights of the holders of the Preferred
Stock in case of further like default or defaults.

Whenever, under the provisions hereof, a change in the
voting powers of the holders of the Preferred Stock and Common
Stock shall have occurred, a meeting of the holders of such
stock shall be held upon notice promptly given, as provided in
the By-Laws of the Corporation for a special meeting of
stockholders, by the President or the Secretary of the
Corporation.  If within fifteen days after the accrual or
termination of such special right of the holders of the
Preferred Stock or Common Stock, with respect to the election
of directors, the President and the Secretary of the
Corporation shall fail to call such meeting, (to be held on a
date not more than thirty days after the mailing of the notice
therefor), then such meeting shall be held upon notice as
provided in the By-Laws for a special meeting of stockholders
given by the holders of not less than one thousand shares of
Preferred Stock or Common Stock after filing with the
Corporation a notice of their intention to do so.

At all meetings of stockholders held for the purpose of
electing directors, during such times as the holders of shares
of the Preferred Stock shall have the right to elect directors
pursuant to the foregoing provisions, the presence in person
or by proxy of the majority of the outstanding shares of all
series of the Preferred Stock entitled to vote shall be
required to constitute a quorum of such combined class for the
election of such directors, and the presence in person or by
proxy of the holders of a majority of the outstanding shares
of the Common Stock shall be required to constitute a quorum
of such class for the election of directors; provided,
however, that the absence of a quorum of the holders of either
such class shall not prevent the election at any such meeting,
or an adjournment thereof, or directors by the other such
class if the necessary quorum of the holders of stock of such
class is present in person or by proxy at such meeting; and
provided further that in the absence of a quorum of the
holders of stock of either of such class, a majority of those
holders of the stock of such class who are present in person
or by proxy shall have the power to adjourn the meeting for
the election of the directors to be elected by such class from
time to time without notice, other than announcement at the
meeting, until the requisite amount of holders of such class
shall be present in person or by proxy, but such adjournment
shall not be made to a date beyond the date for the mailing of
notice of the next annual meeting of stockholders or special

meeting in lieu thereof.

Forthwith upon the election of a majority of the Board of
Directors of the Corporation by the holders of Preferred Stock
pursuant to the foregoing provisions hereof, the terms of
office of all persons who were directors of the Corporation
immediately prior to such election shall terminate, whether or
not holders of Common Stock entitled to vote shall then have
elected the remaining members of the Board of Directors, and
if the holders of Common Stock entitled to vote shall not have
elected the remaining members of the Board of Directors, then
the directors so elected by the holders of Preferred Stock
shall constitute the Board of Directors pending such election
of the remaining directors by such holders of Common Stock.
Upon the reversion pursuant to the foregoing provisions of the
voting powers to their status prior to default, then
forthwith, upon the election of new directors by the holders
of all stock of the Corporation, the term of office of the
directors elected by vote of the holders of Preferred Stock
shall forthwith terminate.

2.   Dividends:

The holders of the Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, out
of the surplus or net profits of the Corporation, cumulative
dividends at the full cumulative rate and no more, payable
quarterly at dates fixed by the Board of Directors, before any
dividend shall be declared, set aside for, or paid upon the
Common Stock, but accumulations of dividends shall not bear
interest.  Dividends on the Preferred Stock shall accrue from
the date of issuance thereof.

3.   Redemption provisions:

The Corporation, at the option of the Board of Directors,
may redeem at any time or times or from time to time the whole
or any part of the Preferred Stock, or the whole or any part
of any series thereof at the time outstanding at such price or
prices as shall have been fixed as being payable in case of
redemption in respect thereof, together with the amount of any
dividends accrued or unpaid thereon to the date of redemption.

At least thirty days' previous notice of every such
redemption of Preferred Stock shall be mailed, addressed to
the holders of record of the shares to be redeemed at their
respective addresses, as the same shall appear on the books of
the Corporation, or in any case where no such address shall
appear, then addressed to such stockholder at the principal
office of the Corporation, but the failure to mail such notice
as aforesaid shall not invalidate the redemption of the shares
so redeemed.

Unless the certificate setting forth the preferences
fixed by the Board of Directors for any series shall otherwise
provide, in the case of a redemption of a part only of any
series of the Preferred Stock at any time outstanding the

Corporation shall select by lot the shares of such series so
to be redeemed.  Subject to the limitations and provisions
herein contained, the Board of Directors shall have full power
and authority to prescribe the manner in which the selection
by lot shall be made.

If notice of redemption shall have been given by mail as
herein above provided and the Corporation shall, on or prior
to the date fixed for redemption, deposit in trust, for the
benefit of the holders of the Preferred Stock to be redeemed,
with a bank or trust company in good standing, organized under
the laws of the United States of America or of the State of
California, and doing business in the City of San Diego,
California, or in the City of Los Angeles, California, a sum
sufficient to redeem the shares called for redemption,
together with irrevocable written instructions and authority
to such bank or trust company, on behalf of the Corporation,
to pay on or after the time of making such deposit, to the
respective holders of all such shares, the redemption price
thereof, together with accrued dividends, upon the surrender
for cancellation of the certificates representing such shares,
then from and after the date of such deposit (although prior
to the date fixed for redemption) notwithstanding that any
certificate for the shares of Preferred Stock so called for
redemption shall not have been surrendered for cancellation,
all shares of Preferred Stock with respect to which such
deposit shall have been made shall no longer be deemed to be
outstanding, and all rights with respect to such shares of
Preferred Stock shall cease and terminate except only the
right of the holders thereof to receive from such bank or
trust company, at any time after the time of the making of
such deposit, the redemption price of such shares so to be
redeemed, together with accrued dividends, in the case of each
share to be so redeemed, to the date fixed for redemption, but
without interest thereon.  Any moneys so deposited by the
Corporation and unclaimed at the end of six years from the
date fixed for such redemption shall be repaid to the
Corporation upon its request expressed in a resolution of its
Board of Directors after which repayment the holders of the
shares so called for redemption shall look only to the
Corporation for the payment thereof.

4.   Rights on Liquidation, Dissolution or Winding Up of the
Corporation:

In the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the
holders of shares of the Preferred Stock of the Corporation
shall be entitled to be paid in full, out of the assets of the
Corporation, without priority between series, the respective
liquidation price (for voluntary or involuntary liquidation)
fixed for each series, plus all accrued and unpaid dividends
thereon to the date of such liquidation, dissolution or
winding up of the Corporation prior to any payment or
distribution of any assets of the Corporation to the holders
of the Common Stock.


D.   PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK, 5%
SERIES, $20 PAR VALUE, BEING THE INITIAL SERIES.

1.   Dividend Rate:

The dividend rate on the Cumulative Preferred Stock, 5%
Series, $20 par value, shall be 5% of the par value thereof
per annum.

2.   Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative
Preferred Stock, 5% Series, $20 par value, shall be $24 per
share, and the involuntary liquidation price shall be $20 per
share.

3.   Redemption Price:

The redemption price of the Cumulative Preferred Stock,
5% Series, $20 par value, shall be $24 per share.

E.   PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK,
4% SERIES, $20 PAR VALUE.

1.   Dividend Rate:

The dividend rate on the Cumulative Preferred Stock, 4%
Series, $20 par value, shall be 4% of the par value thereof
per annum.

2.   Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative
Preferred Stock, 4%, Series, $20 par value, shall be $21.20
per share, and the involuntary liquidation price shall be $20
per share.

3.   Redemption Price:

The redemption price of the Cumulative Preferred Stock,
4% Series, $20 par value, shall be $21.20 per share.

F.   PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK,
4.40% SERIES, $20 PAR VALUE.

1.   Dividend Rate:

The dividend rate on the Cumulative Preferred Stock, 4.4%
Series, $20 par value, shall be 4.40% of the par value thereof
per annum.

2.   Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative
Preferred Stock, 4.40% Series, $20 par value, shall be $21 per
share, and the involuntary liquidation price shall be $20 per
share.


3.   Redemption Price:

The redemption price of the Cumulative Preferred Stock,
4.40% Series, $20 par value, shall be $21 per share.

G.   PROVISIONS RELATING TO THE CUMULATIVE PREFERRED STOCK,
4.60% SERIES, $20 PAR VALUE.

1.   Dividend Rate:

The dividend rate on the Cumulative Preferred Stock,
4.60% Series, $20 par value, shall be 4.60% of the par value
thereof per annum.

2.   Liquidation Price, Voluntary and Involuntary:

The voluntary liquidation price of the Cumulative
Preferred Stock, 4.60% Series, $20 par value, shall be $21 per
share to and including January 15, 1973, $20.75 per share
thereafter and to and including January 15, 1978, and $20.25
per share thereafter.  The involuntary liquidation price shall
be $20 per share.

3.   Redemption Price:

The redemption price of the Cumulative Preferred Stock,
4.60% Series, $20 par value, shall be $21 per share if
redeemed to and including January 15, 1973, $20.75 per share
if redeemed thereafter and to and including January 15, 1978,
and $20.25 per share if redeemed thereafter.

II.  COMMON STOCK

A.   Voting Rights:

The holders of shares of Common Stock shall be entitled
to one vote for each share of stock held by such holders on
all questions upon which they are entitled to vote in
accordance with the law, except as otherwise provided in part
I of this Article FIFTH.

B.   Dividends:

The Board of Directors may declare, and the Corporation
may pay, dividends upon the Common Stock providing the
dividends upon the Cumulative Preferred Stock and Preference
Stock (Cumulative) with all accumulations, up to the beginning
of the respective current quarter-yearly dividend period shall
have been declared and shall have been paid in full, or a sum
sufficient for the payment thereof shall have been set aside
for that purpose and a sum equal to all other unpaid accrued
dividends upon the Cumulative Preferred Stock and Preference
Stock (Cumulative) shall have been set aside in a reserve for
accrued dividends.


C.   Rights on Liquidation:

Upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and after all
payments of the full preferential amounts, on liquidation,
dissolution, or winding up, to the holders of the Cumulative
Preferred Stock and Preference Stock (Cumulative) as may be at
the time outstanding, the holders of the Common Stock shall be
entitled to share ratably in all assets of the Corporation
remaining after such payment to the exclusion of all other
classes of stock.

SIXTH:    Fair Price.

A.   REQUIRED SHAREHOLDER VOTE FOR CERTAIN TRANSACTIONS.

Unless all of the conditions set forth in either
Subsection 1 or 2 of Section B of this Article have been
fulfilled, any agreement, contract, transaction or other
arrangement providing for or resulting in a Business
Combination must be approved by the affirmative vote of two-
thirds of the number of shares of common stock outstanding at
the time voting as a separate class.  Such affirmative vote
shall be required, notwithstanding the fact that no vote may
be required by law or these articles or that a lesser
percentage, different, or additional vote may be specified by
law, these articles, or in any agreement with any national
securities exchange or otherwise, in which case each vote
requirement shall be satisfied individually.

B.   EXCEPTIONS.

Section A of this Article shall not apply to any Business
Combination if the conditions specified in either Subsection 1
or 2 below are met.

1.   The Business Combination shall have been approved by a
resolution adopted by two-thirds of the authorized directors
of this Corporation, or

2.   All of the following conditions have been met:

a.   Any consideration to be received for any stock as a
result of the Business Combination shall be in cash or in the
same form as a Dominant Shareholder has previously paid for
shares of that class.  If varying forms of consideration have
been used, the form of consideration shall be the form used to
acquire the largest number of shares of the class receiving
consideration.

b.   The aggregate amount of cash and the fair market value of
any other form of consideration shall, on a per share basis,
at least equal the Highest Purchase Price paid by a Dominant
Shareholder for shares of the same class.

c.   "Highest Purchase Price" shall mean the highest amount of

consideration paid by a Dominant Shareholder at any time
within two years prior to the date of becoming a Dominant
Shareholder and during any time while having the status of
Dominant Shareholder, provided, however, that the Highest
Purchase Price shall be appropriately adjusted to reflect the
occurrence of any reclassification, recapitalization, stock
split, reverse stock split or other readjustment to the number
of outstanding shares of stock in a class, or the payment of a
stock dividend thereon occurring between the last date upon
which such Dominant Shareholder paid the Highest Purchase
Price and the effective date of the Business Combination.

d.   After such Dominant Shareholder has become a Dominant
Shareholder and prior to the consummation of such Business
Combination:

(1)  There shall have been no failure to declare and pay in
full at the regular rate any periodic dividends on any
outstanding preferred stock unless such failure is approved by
two-thirds of the authorized directors of the Corporation;

(2)  There shall have been no reduction in the annual rate of
dividends, if any, paid on common shares (such rate to be
appropriately adjusted to reflect the occurrence of any
reclassification, reverse stock split, recapitalization,
reorganization or other similar transaction having the effect
of changing the number of outstanding common shares) unless
such reduction is approved by two-thirds of the authorized
directors of the Corporation; and

(3)  Neither a Dominant Shareholder nor an affiliate thereof
shall have become the beneficial owner of any additional
shares of voting stock of the Corporation except as part of
the transaction which resulted in the Dominant Shareholder
becoming a Dominant Shareholder, as a result of a transaction
resulting from a pro rata recapitalization, or as a result of
a transaction which has been approved by a resolution adopted
by two-thirds of the authorized Board of Directors.

3.   Definitions.

a.   Affiliate means:  a person that directly, or indirectly
through one or more intermediaries, controls or is controlled
by, or is under common control with, a specified person.

b.   Beneficial Ownership means:  holding the right to vote
pursuant to any agreement, arrangement, or understanding;
having the right to acquire pursuant to any agreement,
arrangement, understanding, option, right, warrant or right of
conversion; ownership by an Affiliate or by an officer,
director, or employee of a Dominant Shareholder or any
Affiliate thereof.

c.   Business combination means:  (1) a merger or
consolidation of the Corporation or any subsidiary with a
Dominant Shareholder or with any other corporation or entity
which is, or after such merger or consolidation would be, an

Affiliate of a Dominant Shareholder;  (2) the sale, lease,
exchange, pledge, transfer or other disposition by the
Corporation, or a subsidiary, of assets exceeding 10 percent
of the total assets of the Corporation in a transaction or
series of transactions in which a Dominant Shareholder is
either a party or has an interest;  (3) the issuance, sale,
exchange, disposition or other transfer by this Corporation,
or any subsidiary, in one transaction or a series of
transactions, of any securities of this Corporation, or any
subsidiary, to any Dominant Shareholder or any Affiliate of
any Dominant Shareholder in exchange for cash, securities or
other property having an aggregate fair market value in excess
of $200,000,000.00;  (4) any reclassification of securities,
any reverse stock split, or any recapitalization of the
Corporation or any other transaction which has the effect,
directly or indirectly, of increasing the proportionate
portion or voting power of the outstanding shares of any class
of equity or convertible securities, or otherwise increasing
the voting power over the Corporation or any subsidiary by any
class of equity or convertible securities which are directly
or indirectly owned by any Dominant Shareholder or any
Affiliate of any Dominant Shareholder.

d.   Dominant Shareholder means:  any Person (except this
Corporation, any Subsidiary of this Corporation, and any
Saving, Pension, TRAESOP or other benefit plan of this
Corporation or any fiduciary, trustee or custodian thereof
acting in such a capacity) who is the Beneficial Owner,
directly or indirectly, of more than 10 percent (10%) but less
than 99 percent (99%) of the shares of the Corporation having
the power to vote for the Board of Directors.  The relevant
time for calculating this percentage shall be each date on
which any approval (board, shareholder, governmental, or any
other) necessary to complete any agreement, contract,
transaction or other arrangement providing for or resulting in
a Business Combination is obtained.

e.   Persons means:  any individual, group, partnership,
association, firm, corporation or other entity.

f.   Subsidiary means:  any corporation in which this
Corporation beneficially owns at least a majority of any class
of stock having the right to vote for directors.

4.   The Board of Directors by a majority vote of the
Authorized Directors shall have the right to make any
determinations required under this Article.

5.   To amend or repeal, or adopt any provisions inconsistent
with this Article, there shall be required the affirmative
vote of two-thirds of the number of shares of common stock
outstanding at the time voting as a separate class.  Such
affirmative vote shall be required, notwithstanding the fact
that no vote may be required by law or these articles or that
a lesser percentage, different, or additional vote may be
specified by law, these articles, or in any agreement with any
national securities exchange or otherwise, in which case each

vote requirement shall be satisfied individually.

SEVENTH:

A.   LIMITATION OF DIRECTORS' LIABILITY.

The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law.

B.   INDEMNIFICATION OF CORPORATE AGENTS.

The Corporation is authorized to provide indemnification
of agents (as defined in Section 317 of the California
Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors, or
otherwise, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code,
subject only to the applicable limits set forth in Section 204
of the California Corporations Code.

EIGHTH:  CERTIFICATE OF DETERMINATION OF PREFERENCES OF
PREFERENCE STOCK (CUMULATIVE), $7.20 SERIES, WITHOUT PAR
VALUE:  The Certificate of Determination of Preferences of
Preference Stock (Cumulative), $7.20 Series, Without Par
Value, which is attached hereto as Exhibit A is hereby
incorporated by reference as Article Ninth of these Articles
of Incorporation.

NINTH:  CERTIFICATE OF DETERMINATION OF PREFERENCE STOCK
(CUMULATIVE), $2.0625 SERIES, WITHOUT PAR VALUE:  The
Certificate of Determination of Preference Stock (Cumulative),
$2.0625 Series, Without Par Value, which is attached hereto as
Exhibit B is hereby incorporated by reference as Article Ninth
of these Articles of Incorporation.

TENTH:  CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
DETERMINATION:  The Certificate of Amendment of Certificate of
Determination, amending the designation of the Preference
Stock (Cumulative), $2.0625 Series, Without Par Value, to the
Preference Stock (Cumulative), $1.7625 Series, Without Par
Value, which is attached hereto as Exhibit C is hereby
incorporated by reference as Article Tenth of these Articles
of Incorporation.

ELEVENTH:  CERTIFICATE OF DETERMINATION OF PREFERENCES OF
PREFERENCE STOCK (CUMULATIVE), $1.70 SERIES, WITHOUT PAR
VALUE:  The Certificate of Determination of Preferences of
Preference Stock (Cumulative), $1.70 Series, Without Par
Value, which is attached hereto as Exhibit D is hereby
incorporated by reference as Article Eleventh of these
Articles of Incorporation.

TWELFTH:  CERTIFICATE OF DETERMINATION OF PREFERENCES OF
PREFERENCE STOCK (CUMULATIVE), $1.82 SERIES, WITHOUT PAR
VALUE:  The Certificate of Determination of Preferences of
Preference Stock (Cumulative), $1.82 Series, Without Par

Value, which is attached hereto as Exhibit E is hereby
incorporated by reference as Article Twelfth of these Articles
of Incorporation.

3.   This restatement of Articles of Incorporation does
not itself alter or amend the Articles of Incorporation in any
respect and has been duly approved by the Board of Directors
by resolution dated April 26, 1994.

We further declare under penalty of perjury under the
laws of the State of California that the matters set forth in
this certificate are true and correct of our own knowledge.


DATE: April 26, 1994




T. A. Page

Chairman of the Board of

San Diego Gas & Electric Company







N. A. Peterson

Secretary of

San Diego Gas & Electric Company


EXHIBIT A

SAN DIEGO GAS & ELECTRIC COMPANY

CERTIFICATE OF DETERMINATION
OF PREFERENCES OF PREFERENCE STOCK (CUMULATIVE),
$7.20 SERIES, WITHOUT PAR VALUE


The undersigned, W. A. ZITLAU, President, and J. A.
Graham, Secretary, of SAN DIEGO GAS & ELECTRIC COMPANY, a
corporation organized under the laws of the State of
California, and having its office and principal place of
business in the City of San Diego, County of San Diego, State
of California, do hereby certify that:

1.   On Monday, March 13, 1972, at 1:00 o'clock p.m., a
special meeting of the Board of Directors of this corporation
was duly held in its principal office at 101 Ash Street, San
Diego, California.  A quorum of said Board was at all times
present and acting at said meeting.  Pursuant to Article Sixth
of this Corporation's Articles of Incorporation, as amended,
the following resolution was duly adopted by the unanimous
vote of the members present:

RESOLVED, that one hundred fifty thousand (150,000)
shares of this Corporation's unissued Preference Stock
(Cumulative) shall constitute a series designated "Preference
Stock (Cumulative), $7.20 Series, without par value"; that the
dividend rate of such shares shall be $7.20 per annum; that
such shares shall have no conversion rights; that the
redemption prices of such shares shall be: $107.50 per share
if redeemed to and including March 31, 1977, $105.00 per share
if redeemed thereafter and to and including March 31, 1982,
$102.50 per share if redeemed thereafter and to and including
March 31, 1987, and $101.00 per share if redeemed thereafter,
provided that none of such shares shall be redeemed prior to
April 1, 1977, for the purpose or in anticipation of refunding
any such shares through the sale of Common Stock or through
the use of borrowed funds or of proceeds raised from the issue
of stock ranking senior to Common Stock if the effective cost
of money to the Company of such borrowing or such stock issue
(computed in accordance with generally accepted financial
practice) is below 7.20% per annum; that the involuntary
liquidation price of such shares shall be $100.00 per share;
and that the voluntary liquidation prices of such shares shall
be the same as the respective redemption prices therefor.

2.   The total number of share of Preference Stock
(Cumulative) which this corporation is authorized to issue is
Eight Hundred Sixty Thousand (860,000) and the total number of
share constituting the series designated "Preference Stock
(Cumulative), $7.20 Series, without par value" is One Hundred
Fifty Thousand (150,000) and none of the shares of said series
has been issued.


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IN WITNESS WHEREOF, the undersigned have hereunto
subscribed their names and caused the corporate seal of SAN
DIEGO GAS & ELECTRIC COMPANY to be affixed this 13 day of
March, 1972.




/s/ W. A. Zitlau
(W. A. Zitlau)
President of San Diego Gas & Electric Company




/s/ J. A. Graham
(J. A. Graham)

Secretary of San Diego Gas & Electric Company

Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are
true and correct.

Executed at San Diego, California, on March 13, 1972.




/s/ W. A. Zitlau
W. A. Zitlau


/s/ J. A. Graham
J. A. Graham










EXHIBIT B

SAN DIEGO GAS & ELECTRIC COMPANY

CERTIFICATE OF DETERMINATION
OF PREFERENCE STOCK (CUMULATIVE),
$2.0625 SERIES WITHOUT PAR VALUE


The undersigned, J. E. Thomas, President, and D. M.
Richardson, Secretary, of SAN DIEGO GAS & ELECTRIC COMPANY, a
corporation organized under the laws of the State of
California, and having its office and principal place of
business in the City of San Diego, County of San Diego, State
of California, do hereby certify that:

1.   On September 24, 1992, a special meeting of the
Executive Committee of the Board of Directors of this
corporation was duly held in its principal office at 101 Ash
Street, San Diego, California.  A quorum of said Committee was
at all times present and acting at said meeting.  Pursuant to
Article FIFTH of this Corporation's Restated Articles of
Incorporation, as amended, and the authority vested in the
Executive Committee by the Board of Directors on February 24,
1992, the following resolution was duly adopted by the
unanimous vote of the Executive Committee members present:

RESOLVED, that one million four hundred thousand
(1,400,000) shares of this Corporation's unissued Preference
Stock (Cumulative), without par value, shall constitute a
series designated "Preference Stock (Cumulative), $2.0625
Series, Without Par Value"; that the dividend rate of such
shares shall be $2.065 per annum; that such shares shall have
no sinking fund or conversion rights; that none of the shares
shall be redeemable prior to November 1, 1997; and the
redemption price of such shares shall be $27.50 per share if
redeemed thereafter, provided that none of such shares shall
be redeemed prior to December 1, 1997, for the purpose of or
in anticipation of refunding any such shares through the use
of borrowed funds or of proceeds raised from the issue of
stock ranking on a parity with, or senior to, such shares, of
the effective cost of money to this corporation of such
borrowing or such stock issue (computed in accordance with
generally accepted financial practice) is below 7.78% per
annum; that the involuntary liquidation price of such shares
shall be $25.00 per share; that the voluntary liquidation
price of such shares shall be the same as the redemption price
therefor on the date of voluntary liquidation; and that the
rights, preferences, restrictions and privileges expressly set
forth in this Corporation's Restated Articles of
Incorporation, as amended, with respect to Preference Stock
(Cumulative) are hereby incorporated by this reference.

2.   The total number of shares of Preference Stock
(Cumulative) which this corporation is authorized to issue is
ten million (10,000,000) and the total number of shares of
such class constituting the series designated "Preference

Stock (Cumulative), $2.0625 Series, Without Par Value" is one
million four hundred thousand (1,400,000) and none of the
shares of said series has been issued.

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IN WITNESS WHEREOF, the undersigned have subscribed their
names and caused the corporate seal of SAN DIEGO GAS &
ELECTRIC COMPANY to be affixed this 24th day of September,
1992.




/s/ J. E. Thomas
J. E. Thomas
President of San Diego Gas & Electric Company
(SEAL)


/s/ D. M. Richardson
D. M. Richardson
Secretary of San Diego Gas & Electric Company



Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are
true and correct.

Executed at San Diego, California, on September 24, 1992.




/s/ J. E. Thomas
J. E. Thomas
President of San Diego Gas & Electric Company




/s/ D. M. Richardson
D. M. Richardson
Secretary of San Diego Gas & Electric Company


EXHIBIT C

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DETERMINATION


The undersigned, J. E. Thomas, President, and D. M.
Richardson, Secretary, of SAN DIEGO GAS & ELECTRIC COMPANY, a
corporation organized under the laws of the State of
California, and having its office and principal place of
business in the City of San Diego, County of San Diego, State
of California, do hereby certify that:

1.   On December 2, 1992, a special meeting of the
Executive Committee of the Board of Directors of this
corporation was duly held in its principal office at 101 Ash
Street, San Diego, California.  A quorum of said Committee was
at all times present and acting at said meeting.  Pursuant to
Article FIFTH of this Corporation's Restated Articles of
Incorporation, as amended, and the authority vested in the
Executive Committee by the Board of Directors on February 24,
1992, the following resolution was duly adopted by the
unanimous vote of the Executive Committee members present:

NOW THEREFORE, BE IT RESOLVED, that this Executive
Committee of the Board does hereby amend the designation of
the Preference Stock (Cumulative), $2.0625 Series, Without Par
Value", to be as follows:  "Preference Stock (Cumulative),
$1.7625 Series, Without Par Value" (referred to hereinafter as
the "$1.7625 Series Preference Stock"), does hereby leave the
number of shares constituting such series of Preferred Stock
(Cumulative) unaltered at one million four hundred thousand
(1,400,000), and does hereby amend the rights, preferences,
privileges, and restrictions of such series of Preference
Stock (Cumulative) to be as follows:

SECTION 1
DIVIDEND RATE, LIQUIDATION PREFERENCES

1.1  Dividend Rate.  The holders of the $1.7625 Series
Preference Stock shall be entitled to receive cumulative
dividends at the rate of $.440625 per share per quarter-annual
period from the date on which each respective share of the
$1.7625 Series Preference Stock is originally issued.  Such
dividends shall be payable on January 15, 1993 for the period
commencing on the date of original issuance of the $1.7625
Series Preference Stock and ending on said January 15, and
thereafter quarterly on the fifteenth day of January, April,
July and October in each year.

1.2  Pro-Rata Dividends.  The corporation shall not
declare or pay any dividend on any shares of the $1.7625
Series Preference Stock or on any shares of any other series
of Preference Stock (Cumulative) or Cumulative Preferred Stock
of the Corporation (together, the "Preferred Stock") which

ranks on a parity with the $1.7625 Series Preference Stock for
any quarter-annual dividend period unless the Corporation
shall declare and pay or set apart for payment a ratable
dividend on the $1.7625 Series Preference Stock and such
parity Preferred Stock in proportion to the full preferential
amounts to which each such series is entitled.

1.3  Liquidation Preferences.  In the event of any
liquidation, dissolution or winding-up of the Corporation, the
holders of the $1.7625 Series Preference Stock shall be
entitled to receive out of the assets of the Corporation
available for distribution to shareholders, before any
distribution of the assets shall be made to the holders of the
Common Stock or any other class or series of stock ranking as
to dividends or assets junior to the $1.7625 Series Preference
Stock, $25 per share, plus an amount equal to the dividends
accrued and unpaid thereon, whether or not declared, to the
date fixed for payment.

1.4. Pro-Rata Distribution.  If upon any liquidation,
dissolution or winding-up of the Corporation, the amounts
payable with respect to the $1.7625 Series Preference Stock
and any other series of Preferred Stock of the Corporation
which ranks on a parity with the $1.7625 Series Preference
Stock are not paid in full, the holders of the $1.7625 Series
Preference Stock and such parity Preferred Stock shall share
ratably in any distribution of assets in proportion to the
full preferential amounts to which they are entitled.

SECTION 2
SINKING FUND, REDEMPTION

2.1  Sinking Fund Redemption.  So long as any shares of
the $1.7625 Series Preference Stock shall be outstanding, the
Corporation, as a sinking fund of the redemption thereof
(hereinafter called the "Sinking Fund"), shall set aside,
after full payment or provision for payment of dividends
accrued on all stock on a parity with the $1.7625 Series
Preference Stock or senior thereto, in cash out of any monies
legally available for the redemption of shares, on January 15,
2003 and on the 15 day of January in each year thereafter, a
sum equal to $1,250,000 (or, if less than 50,000 shares of the
$1.7625 Series Preference Stock are then outstanding, a sum
equal to $25 times the number of shares of the $1.7625 Series
Preference Stock then outstanding), plus an amount equal to
dividends accrued and unpaid on 50,000 shares of the $1.7625
Series Preference Stock (or the number of shares of the
$1.7625 Series Preference Stock then outstanding if less than
50,000).  So long as any shares of the $1.7625 Series
Preference Stock shall be outstanding, on January 15, 2003,
and on the 15th day of January in each year thereafter, the
Corporation shall redeem 50,000 shares of the $1.7625 Series
Preference Stock (or the number of shares of the $1.7625
Series Preference Stock then outstanding if less than 50,000)
at the price of $25 per share plus accrued and unpaid
dividends thereon, using for each such redemption the monies
theretofore set aside as the Sinking Fund.  The obligations of

the Corporation under this section 2.1 shall be cumulative, so
that if the full number of shares required to be redeemed on
any January 15 are not so redeemed, the redemption shall be
made as soon thereafter as funds become available therefor and
redemption can be effected in compliance with California law.

In addition, if any shares of the $1.7625 Series
Preference Stock are then outstanding, the Corporation, as
part of the Sinking Fund for the redemption thereof, shall set
aside, after full payment or provision for payment of
dividends accrued on all stock on a parity with the $1.7625
Series Preference Stock or senior thereto, in cash out of any
monies legally available for the redemption of shares, on
January 15, 2008, a sum equal to $25 times the number of
shares of the $1.7625 Series Preference Stock then
outstanding, plus an amount equal to dividends accrued and
unpaid on the number of shares of the $1.7625 Series
Preference Stock then outstanding.  On January 15, 2008, the
Corporation shall redeem any and all shares of $1.7625 Series
Preference Stock then outstanding at the price of $25 per
share plus accrued and unpaid dividends thereon, using for
such redemption the monies theretofore set aside as the
Sinking Fund.  If the full number of shares required to be
redeemed on January 15, 2008 are not so redeemed, the
redemption shall be made as soon thereafter as funds become
available therefor and redemption can be effected in
compliance with California law.

2.2  Optional Redemption.  In addition to the mandatory
sinking fund payments and redemptions pursuant to section
2.1, the Corporation may at its option set aside additional
monies in the Sinking Fund and redeem up to an additional
50,000 shares of the $1.7625 Series Preference Stock on
January 15, 2003, and on the 15th day of January in any year
thereafter, at the price of $25 per share plus accrued and
unpaid dividends thereon; provided, however, that the right to
make such optional payments and up to 50,000 shares per year
redemptions shall be non-cumulative.

2.3  Credit for Repurchases.  Any shares of the $1.7625
Series Preference Stock acquired by the Corporation from time
to time by way of purchase other than pursuant to section 2.1
and/or section 2.2 may be applied to reduce any of the Sinking
Fund obligations, including those set forth in either or both
of the paragraphs of section 2.1.

2.4  General.  At least thirty (but not more than sixty)
days' previous notice of every redemption of the $1.7625
Series Preference Stock pursuant to section 2.1 and/or section
2.2 shall be mailed, addressed to the holders of record of the
shares to be redeemed at their respective addresses, as the
same shall appear on the books of the Corporation, or in any
case where no such address shall appear, then addressed to
such stockholder at the principal office of the Corporation,
but the failure to mail such notice as aforesaid shall not
invalidate the redemption of the shares so redeemed.  The
particular share of $1.7625 Series Preference Stock to be

redeemed by reason of section 2.1 and/or section 2.2 shall be
determined by the Corporation by lot.

SECTION 3
MISCELLANEOUS PROVISIONS

3.1  Ranking.  The $1.7625 Series Preference Stock shall
rank equally with the Cumulative Preferred stock ($20 par
value) and all other series of Preference Stock (Cumulative)
of the Corporation with respect to priority in the payment of
dividends, mandatory redemptions, and in the distribution of
assets upon any liquidation, whether voluntary or involuntary.

3.2  Restrictions on Dividend Rights and Acquisitions of
Other Stock.  So long as any of the $1.7625 Series Preference
Stock is outstanding, the Corporation shall not declare or pay
any dividend on or make any distribution of property with
respect to any of the Common Stock or on any other stock of
the Corporation having rights or preferences as to dividends
or assets junior to the rights and preferences of the $1.7625
Series Preference Stock, or redeem, purchase or otherwise
acquire any such stock or any stock on a parity with the
$1.7625 Series Preference Stock for value unless in each case:
(a) full cumulative dividends on the $1.7625 Series Preference
Stock then due and payable shall have been declared and paid
or a sum in cash sufficient for the payment thereof set apart
for payment; and (b) in the event that any such declaration or
payment or redemption, purchase or other acquisition is
proposed to occur on or after January 15, 2003, all sinking
fund payments and redemptions required by section 2.1 hereof
shall have been made.

3.3  Status of Redeemed or Reacquired shares.  All shares
of $1.7625 Series Preference Stock redeemed or otherwise
reacquired by the Corporation shall not be reissued or
otherwise disposed of as part of the series created hereby but
shall be retired and restored to the status of authorized but
unissued shares of Preference Stock (Cumulative).

3.4  No Conversion Rights.  All $1.7625 Series Preference
Stock shall not be convertible into or exchangeable for other
securities of the Corporation.

3.5  Voting Rights.  The holders of the $1.7625 Series
Preference Stock shall have the voting rights set forth with
respect to the Corporation's Preference Stock (Cumulative) in
the Restated Articles of Incorporation of the Corporation.

3.6  Incorporation by Reference.  The rights,
preferences, privileges and restrictions expressly set forth
in the Corporation's Restated Articles of Incorporation, as
amended, with respect to Preference Stock (Cumulative) are
hereby incorporated by this reference.

2.   The total number of shares of Preference Stock
(Cumulative) which this corporation is authorized to issue is
ten million (10,000,000) and the total number of shares of

such class constituting the series designated "Preference
Stock (Cumulative), $2.0625 Series, Without Par Value" is one
million four hundred thousand (1,400,000) and none of the
shares of said series has been issued.

//

//

//

//
IN WITNESS WHEREOF, the undersigned have subscribed their
names and caused the corporate seal of SAN DIEGO GAS &
ELECTRIC COMPANY to be affixed this 2nd day of December, 1992.




/s/ J. E. Thomas
J. E. Thomas
President of San Diego Gas & Electric Company
(SEAL)


/s/ D. M. Richardson
D. M. Richardson
Secretary of San Diego Gas & Electric Company



Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are
true and correct.

Executed at San Diego, California, on December 2, 1992.




/s/ J. E. Thomas
J. E. Thomas
President of San Diego Gas & Electric Company




/s/  D. M. Richardson
D. M. Richardson
Secretary of San Diego Gas & Electric Company



EXHIBIT D

CERTIFICATE OF DETERMINATION
OF PREFERENCES OF PREFERENCE STOCK (CUMULATIVE),
$1.70 SERIES, WITHOUT PAR VALUE,
OF SAN DIEGO GAS & ELECTRIC COMPANY



THOMAS A. PAGE and D. M. RICHARDSON certify that:

1.   They are the Chairman of the Board and Chief
Executive Officer, and the Corporate Secretary, respectively,
of San Diego Gas & Electric Company, a California corporation.

2.   The total number of shares of Preference Stock
(Cumulative) which this corporation is authorized to issue is
10,000,000 and the total number of shares constituting the
series designated "Preference Stock (Cumulative), $1.70
Series, Without Par Value" is 1,400,000 and none of the shares
of said series have been issued.

3.   The Executive Committee of the Board of Directors
duly adopted the following resolutions:

NOW, THEREFORE, BE IT RESOLVED, that One Million Four Hundred
Thousand (1,400,000) shares of this Corporation's unissued
Preference Stock (Cumulative), without par value, shall
constitute a series designated "Preference Stock (Cumulative),
$1.70 Series, Without Par Value" (referred to hereinafter as
the "$1.70 Series Preference Stock"), and having the rights,
preferences, privileges and restrictions as follows:

SECTION 1
DIVIDEND RATE, LIQUIDATION PREFERENCES

1.1  Dividend Rate.  The holders of the $1.70 Series
Preference Stock shall be entitled to receive cumulative
dividends at the rate of $.425 per share per quarterly period
from the date on which each respective share of the $1.70
Series Preference Stock is originally issued.  The first such
dividends shall be payable on October 15, 1993 for the period
commencing on the date of original issuance of the $1.70
Series Preference Stock and ending on said October 15, and
thereafter quarterly on the fifteenth day of January, April,
July and October in each year.  Dividends payable on the $1.70
Series Preference Stock for any period less than a full
quarterly dividend period, including the initial dividend
period, shall be computed on the basis of a 360-day year
consisting of 12 30-day months.

1.2  Pro-Rata Dividends.  The Corporation shall not
declare or pay any dividend on any shares of the $1.70 Series
Preference Stock or on any shares of any other series of
Preference Stock (Cumulative) or Cumulative Preferred Stock of

the Corporation (together, the "Preferred Stock") which ranks
on a parity with the $1.70 Series Preference Stock for any
quarterly dividend period unless the Corporation shall declare
and pay or set apart for payment a ratable dividend on the
$1.70 Series Preference Stock and such parity Preferred Stock
in proportion to the full preferential amounts to which each
such series is entitled.

1.3  Liquidation Preferences.  In the event of any
liquidation, dissolution or winding-up of the Corporation, the
holders of the $1.70 Series Preference Stock shall be entitled
to receive out of the assets of the Corporation available for
distribution to shareholders, before any distribution of the
assets shall be made to the holders of the Common Stock or any
other class or series of stock ranking as to dividends or
assets junior to the $1.70 Series Preference Stock, an amount,
in the case of voluntary liquidation, dissolution or winding-
up, equal to $25.850 per share prior to October 15, 2003 and,
thereafter, to the redemption price specified in section 2.1
below applicable on the date of such voluntary liquidation,
dissolution or winding-up, and, in the case of involuntary
liquidation, dissolution or winding-up, $25 per share, plus,
in the case of each share (whether on voluntary or involuntary
liquidation, dissolution or winding-up), an amount equal to
the dividends accrued and unpaid thereon, whether or not
declared, to the date fixed for payment.

1.4  Pro-Rata Distribution.  If upon any liquidation,
dissolution or winding-up of the Corporation, the amounts
payable with respect to the $1.70 Series Preference Stock and
any other series of Preferred Stock of the Corporation which
ranks on a parity with the $1.70 Series Preference Stock are
not paid in full, the holders of the $1.770 Series Preference
Stock and such parity Preferred Stock shall share ratably in
any distribution of assets in proportion to the full
preferential amounts to which they are entitled.

SECTION 2
REDEMPTION

2.1  Optional Redemption.  The $1.70 Series Preference
Stock shall not be redeemable prior to October 15, 2003.
Thereafter, the $1.70 Series Preference Stock shall be
redeemable at the option of the Corporation, at any time as a
whole, or from time to time in part, at the following
redemption prices per share if redeemed during the 12-month
period beginning October 15 in each of the following years:
2003 at $25.850; 2004 at $25.765; 2005 at $25.680; 2006 at
$25.595; 2007 at $25.510; 2008 at $25.425; 2009 at $25.340;
2010 at $25.255; 2011 at $25.170; 2012 at $25.085; 2013 and
thereafter at $25.00 per share, plus in each case an amount
equal to dividends accrued and unpaid thereon to the
redemption date.

2.2  General.  At least 30 (but not more than 60) days'
previous notice of every redemption of the $1.70 Series
Preference Stock pursuant to section 2.1 shall be mailed,

addressed to the holders of record of the shares to be
redeemed at their respective addresses, as the same shall
appear on the books of the Corporation, or in any case where
no such address shall appear, then addressed to such
shareholder at the principal office of the Corporation, but
the failure to mail such notice as aforesaid shall not
invalidate the redemption of the shares so redeemed.  The
particular shares of $1.70 Series Preference Stock to be
redeemed by reason of section 2.1 shall be selected pro rata
in proportion to the number of shares of $1.70 Series
Preference Stock held by such holder; provided that any
fractional share that would otherwise be redeemed by virtue of
any pro-rata redemption shall be rounded to the nearest whole
share.

SECTION 3
MISCELLANEOUS PROVISIONS

3.1  Ranking.  The $1.70 Series Preference Stock shall
rank equally with the Cumulative Preferred Stock ($20 par
value) and all other series of Preference Stock (Cumulative)
of the Corporation with respect to priority in the payment of
dividends, mandatory redemptions, and in the distribution of
assets upon any liquidation, whether voluntary or involuntary.

3.2  Restrictions on Dividend Rights and Acquisitions of
Other Stock.  So long as any of the $1.70 Series Preference
Stock is outstanding, the Corporation shall not declare or pay
any dividend on or make any distribution of property with
respect to any of the Common Stock or on any other stock of
the Corporation having rights or preferences as to dividends
or assets junior to the rights and preferences of the $1.70
Series Preference Stock, or redeem, purchase or otherwise
acquire any such stock or any stock on a parity with the $1.70
Series Preference Stock for value unless in each case full
cumulative dividends on the $1.70 Series Preference Stock then
due and payable shall have been declared and paid or a sum in
cash sufficient for the payment thereof set apart for payment.

3.3  Status of Redeemed or Re acquired Shares.  All
shares of $1.70 Series Preference Stock redeemed or otherwise
reacquired by the Corporation shall not be reissued or
otherwise disposed of as part of the series created hereby but
shall be retired and restored to the status of authorized but
unissued shares of Preference Stock (Cumulative).

3.4  No Conversion Rights.  No $1.70 Series Preference
Stock shall be convertible into or exchangeable for other
securities of the Corporation.

3.5  Voting Rights.  The holders of the $1.70 Series
Preference Stock shall have the voting rights set forth with
respect to the Corporation's Preference Stock (Cumulative) in
the Restated Articles of Incorporation of the Corporation.

3.6  Incorporation by Reference.  The rights,
preferences, privileges and restrictions expressly set forth

in the Corporation's Restated Articles of Incorporation, as
amended, with respect to Preference Stock (Cumulative) are
hereby incorporated by this reference.

We further declare under penalty of perjury under the
laws of the State of California that we have read the
foregoing Certificate and know the contents thereof and that
the same is true and correct of our own knowledge.



Date:  August 18, 1993
/s/ Thomas A. Page
Thomas A. Page
Chairman of the Board and Chief Executive Officer of
San Diego Gas & Electric Company



Date:  August 18, 1993
/s/  D. M. Richardson
D. M. Richardson
Secretary of San Diego Gas & Electric Company


EXHIBIT E

CERTIFICATE OF DETERMINATION
OF PREFERENCES OF PREFERENCE STOCK (CUMULATIVE),
$1.82 SERIES, WITHOUT PAR VALUE, OF
SAN DIEGO GAS & ELECTRIC COMPANY


MALYN K. MALQUIST and CONSTANCE K. GOATES certify that:

1.   They are the Vice President of Finance and
Treasurer, and the Assistant Secretary, respectively, of San
Diego Gas & Electric Company, a California corporation.

2.   The Executive Committee of the Board of Directors
duly adopted the following resolutions:

NOW, THEREFORE, BE IT RESOLVED, that Six Hundred Forty
Thousand (640,000) shares of this Corporation's unissued
Preference Stock (Cumulative), without par value, shall
constitute a series designated "Preference Stock (Cumulative),
$1.82 Series, Without Par Value" (referred to hereinafter as
the "$1.82 Series Preference Stock"), and having the rights,
preferences, privileges and restrictions as follows:

SECTION 1
DIVIDEND RATE, LIQUIDATION PREFERENCES

1.1  Dividend Rate.  The holders of the $1.82 Series
Preference Stock shall be entitled to receive cumulative
dividends at the rate of $.455 per share per quarterly period
from the date on which each respective share of the $1.82
Series Preference Stock is originally issued.  The first such
dividends shall be payable on January 15, 1994 for the period
commencing on the date of original issuance of the $1.82
Series Preference Stock and ending on said January 15, and
thereafter quarterly on the fifteenth day of January, April,
July and October in each year.

1.2  Pro-Rata Dividends.  The Corporation shall not
declare or pay any dividend on any shares of the $1.82 Series
Preference Stock or on any shares of any other series of
Preference Stock (Cumulative) or Cumulative Preferred Stock of
the Corporation (together, the "Preferred Stock") which ranks
on a parity with the $1.82 Series Preference Stock for any
quarterly dividend period unless the Corporation shall declare
and pay or set apart for payment a ratable dividend on the
$1.82 Series Preference Stock and such parity Preferred Stock
in proportion to the full preferential amounts to which each
such series is entitled.

1.3  Liquidation Preferences.  In the event of any
liquidation, dissolution or winding-up of the Corporation, the
holders of the $1.82 Series Preference Stock shall be entitled
to receive out of the assets of the Corporation available for
distribution to shareholders, before any distribution of the

assets shall be made to the holders of the Common Stock or any
other class or series of stock ranking as to dividends or
assets junior to the $1.82 Series Preference Stock, $25.00 per
share, plus an amount equal to the dividends accrued and
unpaid thereon, whether or not declared, to the date fixed for
payment.

1.4  Pro-Rata Distribution.  If upon any liquidation,
dissolution or winding-up of the Corporation, the amounts
payable with respect to the $1.82 Series Preference Stock and
any other series of Preferred Stock of the Corporation which
ranks on a parity with the $1.82 Series Preference Stock are
not paid in full, the holders of the $1.82 Series Preference
Stock and such parity Preferred Stock shall share ratably in
any distribution of assets in proportion to the full
preferential amounts to which they are entitled.

SECTION 2
REDEMPTION

2.1  Optional Redemption.  The $1.82 Series Preference
stock shall not be redeemable prior to November 15, 1998.
Thereafter, the $1.82 Series Preference Stock shall be
redeemable, at the option of the Corporation, at any time as a
whole, or from time to time in part, at $26.00 per share, plus
in each case an amount equal to dividends accrued and unpaid
thereon to the redemption date.

2.2  General.  At least 30 (but not more than 60) days'
previous notice of every redemption of the $1.82 Series
Preference Stock pursuant to section 2.1 shall be mailed,
addressed to the holders of record of the shares to be
redeemed at their respective addresses, as the same shall
appear on the books of the Corporation, or in any case where
no such address shall appear, then addressed to such
shareholder at the principal office of the Corporation, but
the failure to mail such notice as aforesaid shall not
invalidate the redemption of the shares so redeemed.  The
particular shares of $1.82 Series Preference Stock to be
redeemed by reason of section 2.1 shall be selected pro-rata
in proportion to the number of shares of $1.82 Series
Preference Stock held by such holder; provided that any
fractional share that would otherwise be redeemed by virtue of
any pro-rata redemption shall be rounded to the nearest whole
share.

SECTION 3
MISCELLANEOUS PROVISIONS

3.1  Ranking.  The $1.82 Series Preference Stock shall
rank equally with all series of the Cumulative Preferred Stock
($20 par value) and all series of Preference Stock
(Cumulative) of the Corporation with respect to priority in
the payment of dividends, mandatory redemptions, and in the
distribution of assets upon any liquidation, whether voluntary
or involuntary.


3.2  Restrictions on Dividend Rights and Acquisitions of
Other Stock.  So long as any of the $1.82 Series Preference
Stock is outstanding, the Corporation shall not declare or pay
any dividend on or make any distribution of property with
respect to any of the Common Stock or on any other stock of
the Corporation having rights or preferences as to dividends
or assets junior to the rights and preferences of the $1.82
Series Preference Stock, or redeem, purchase or otherwise
acquire any such stock or any stock on a parity with the $1.82
Series Preference Stock for value unless in each case full
cumulative dividends on the $1.82 Series Preference Stock then
due and payable shall have been declared and paid or a sum in
cash sufficient for the payment thereof set apart for payment.

3.3  Status of Redeemed or Reacquired Shares.  All shares
of $1.82 Series Preference Stock redeemed or otherwise
reacquired by the Corporation shall not be reissued or
otherwise disposed of as part of the series created hereby but
shall be retired and restored to the status of authorized but
unissued shares of Preference Stock (Cumulative).

3.4  No Conversion Rights.  No $1.82 Series Preference
Stock shall be convertible into or exchangeable for other
securities of the Corporation.

3.5  Voting Rights.  The holders of the $1.82 Series
Preference Stock shall have the voting rights set forth with
respect to the Corporation's Preference Stock (Cumulative) in
the Restated Articles of Incorporation of the Corporation.

3.6  Incorporation by Reference.  The rights,
preferences, privileges and restrictions expressly set forth
in the Corporation's Restated Articles of Incorporation, as
amended, with respect to Preference Stock (Cumulative) are
hereby incorporated by this reference.

3.   The total number of shares of Preference Stock
(Cumulative) which this corporation is authorized to issue is
10,000,000 and the total number of shares constituting the
series designated "Preference Stock (Cumulative), $1.82
Series, Without Par Value" is 640,000, and none of the shares
of said series have been issued.

We further declare under penalty of perjury under the
laws of the State of California that we have read the
foregoing Certificate and know the contents thereof and that
the same is true and correct of our own knowledge.

Date: November 15, 1993
/s/ Malyn K. Malquist
Malyn K. Malquist,
Vice President of Finance and Treasurer of
San Diego Gas & Electric Company



Date: November 15, 1993
/s/ Constance K. Goates
Constance K. Goates,
Assistant Secretary of San Diego Gas & Electric Company