Exhibit 10.64


MASTER SERVICES CONTRACT

ACCOUNT NO. 18-3501-001-951-1
TAXPAYER I.D. (S)
ORDER CONTROL CODE(S) SO5, SO5A

This Contract is entered into by and between Southern California 
Gas Company ("Utility")and SAN DIEGO GAS & ELECTRIC ("Customer") 
as of the 30th day of JUNE, 1998.

NOW THEREFORE, in consideration of the promises and mutual 
undertakings set forth herein, the parties agree as follows:

Section 1 - Scope
This Contract sets forth the general terms and conditions under 
which Utility will provide gas services to Customer pursuant to 
the applicable Tariff Rate Schedules and Tariff Rules which have 
been filed with the Public Utilities Commission of the State of 
California ("CPUC"), as in effect from time to time.  Such 
services shall be limited to those services specified by Customer 
from tire to time under Section 2 hereof and for which Customer 
qualifies.  Service under this Contract shall commence on JULY 
1st, 1998 ("Effective Date") and continue thereafter so long as 
one or more of the attached Schedules referenced in Section 2 
remain in effect.  This Contract shall also remain in effect to 
permit any "winding up" occurring thereafter (e.g., billing and 
payment reconciliations, collection of gas imbalances, etc.) or to 
enforce or satisfy any obligations arising prior to the end of the 
Contract.

Section 2 - Applicable

Utility offers the following "menu" of gas services:

A. Intrastate Transportation Service.                          (x)
B. Marketer/Core Aggregator/Use or Pay Aggregator Service.     ( )
C. GasSelect Service.                                          (x)
D. Basic Storage Service.                                      ( )
E. Auction Storage Service.                                    ( )
F. Long Term Storage Service.                                  ( )
G. Gas Swap Storage Service.                                   ( )
M. Extended Balancing Storage Service.                         ( )
l. Other Services:                                             (x)

   <Transaction based storage service>
   <Firm "restated" access transportation agreement>
                                                         <LFM>
                                                         <7/7/98>
                                                    <GRM> <7/8/98>


Form 6597 - Revised 6/22/93                            Contract #
Customer has as of the Effective Date requested and agreed to pay 
for those services checked above.  Utility has determined that 
Customer qualifies for such service(s).  Additional services my be 
requested by Customer from time to time consistent with Utitity's 
Tariff Rate Schedules and Tariff Rules and any publicly-announced 
bidding, offering or operating procedures of Utility, and this 
Contract may be supplemented as appropriate.

The agreement(s) specifying the terms and conditions for any or 
all of the above services requested by Customer shall be attached 
to the Contract as a "Schedule" (and incorporated herein by 
reference) using the alphabetical designation provided above.  To 
the extent a particular service is not selected initially (or if 
terminated subsequently), a Schedule shall be attached stating 
that such service is "not applicable." To the extent that for any 
reason Customer desires to obtain the above services on a 
facility-by-facility basis, separate agreements shall be attached 
as separate Schedules and designated, e.g., "Schedule A-1," 
"Schedule A-2," etc., depending on the service applicable.

Although the various services are compiled under this Contract for 
administration and other considerations, each service provided by 
Utility to Customer is separate and independent from all other 
services.  Thus, the breach of the agreement for one service under 
a Schedule attached hereto shall not result in the breach of, or 
excuse performance under, another agreement for another service 
attached as a Schedule to this Contract.  Likewise, there shall be 
no offset between any amounts claimed to be payable or due under 
one Schedule against amounts claimed to be payable or due under 
another Schedule.

Section 3 - Interpretation

In the event of any conflict between the provisions of this 
Contract and the provisions of any Schedule, the provisions of 
such Schedule shall be deemed to control; provided, however, 
notwithstanding the foregoing, this Contract and the Schedules 
attached hereto shall at all times be subject to (a) Utility's 
Tariff Rate Schedules and Tariff Rules, (b) all rules, 
regulations, decisions and orders of the CPUC, and ~(c) all other 
governmental laws, regulations, and decisions (including by a 
court) applicable to this Contract and/or the Schedules attached 
hereto, as each of the foregoing my be in effect from time to 
time.

Section 4- Billing Payments

All bills rendered by Utility shall be paid by Customer within 
nineteen (19) days after the billing date to Utitity's depository 
specified below (which may be changed by Utility on ten (10) days 
prior written notice).  One master billing may be made by Utility 
for all services provided under this contract (including all 
Schedules attached hereto) after 1993 as mutually agreed.  Such 
billing shall be sent to Customer at the following location:

                  SAN DIEGO GAS & ELECTRIC
                  P.O. BOX 1831
                  SAN DIEGO, CA 92112-4150
                  Attn :   ACCOUNTING SUPERVISOR

Additional copies of billings shall also be sent to the following 
facility location(s) of Customer:

                  SAN DIEGO GAS & ELECTRIC
                  P.O. BOX 1831
                  SAN DIEGO, CA 92112-4150
                  Attn      Fuel Supervisor

The parties recognize that billings may be subject to adjustment 
in subsequent periods during the term hereof or after the 
expiration of this Contract (or any Schedule) to reflect 
subsequent reconciliations with the records of interstate 
transporters or third parties delivering gas in California for 
Customer.

All payments by Customer shall be made for the account of Utility 
to the following address:

                  Southern California Gas Company
                  P.O. BOX C
                  MONTEREY PARK, CA 91756


Form 6597 - Revised 6/22/93             2               Contract

<PAGE BREAK>
Section 5 - Notices/Information

All notices, requests or demands by either party shall be given in 
writing as specified in the effective Schedules attached hereto 
except that notices of changes to Section 4 shall be sent to the 
Master Billing Address of Customer for changes in Utility's 
depository and to Utility at the address provided below for 
changes in the Master Billing Address:

                  Southern California Gas Company
                  P.O. BOX 3249
                  LOS ANGELES, CA 90051-1249
                  Attn :  Ms. Gwen R. Marelli, Wholesale Mkt Sales
                          Mgr.

Section 6 - Legal Provisions

(A) Interpretation - The interpretation and performance of any 
contracts for gas service shall be in accordance with the laws of 
the State of California, and the orders, rules and regulations of 
the Public Utilities Commission of the State of California, in 
effect from time to time.

(B) Amendment or Modification - Except as required to conform with 
California law and the orders, rules and regulations of the Public 
Utilities Commission of the State of California (which retains 
continuing jurisdiction over this Contract and the Schedules 
attached hereto), no amendment or modification shall be made to 
this Contract except by an instrument in writing executed by all 
parties thereto, and no amendment or modification shall be made by 
course of performance, course of dealing or usage of trade.

(C) Waiver - No waiver by any party of one or more defaults under 
this Contract shall operate or be construed as a waiver of any 
other default or defaults, whether of a like or different 
character.

(D) Damages - No party under this Contract shall be assessed any 
special, punitive, consequential, incidental, or indirect damages, 
whether in contract or tort, for any actions or inactions arising 
from or related to this Contract.

(E) Assignment - This Contract (or any rights or obligations 
related thereto) shall not be assigned without the prior written 
consent of Utility, which consent shall not be withheld 
unreasonably (but Utility may require that any assignee confirm in 
writing its assumption of the rights and obligations of its 
predecessor).

(F) Hinshaw Exemption - In the event that any governmental entity 
(including a court) issues an order or rule which would result in 
the loss of Utitity's Hinshaw Exemption from Federal regulations 
if this Contract entered into by Utility remains in effect, 
Utility may terminate this Contract.

The foregoing provisions (A) through (F) shall be superseded to 
the extent such matters are covered by Utitity's Tariff Rule 4, as 
in effect from time to time.

IN WITNESS WHEREOF, the authorized representatives of the parties 
have executed this Contract in two (2) duplicate original copies.

SAN DIEGO GAS & ELECTRIC           SOUTHERN CALIFORNIA GAS COMPANY

By <signed>                        By <signed>
                                      Ms. Gwen R. Marelli

Title: Sr. Vice President-Energy   Title: Wholesale Mkt Sales Mgr.
       Supply






Form 6597 - Revised 2/11/93               3            Contract #
MASTER SERVICES CONTRACT

SCHEDULE A

INTRASTATE TRANSMISSION SERVICE

ACCOUNT NUMBER 18-3501-001-951-1

This Agreement is entered into by and between Southern California 
Gas Company ("Utility")and SAN DIEGO GAS & ELECTRIC ("Customer") 
as of the 29th day of JUNE, 1998 . This Agreement shall be 
attached to and incorporated as a Schedule in the Master Services 
Contract ("MSC") executed by the Parties.

NOW THEREFORE, in consideration of the promises and mutual 
undertakings set forth herein, the parties agree as follows:

Section I - Scope

A. Intent
This Agreement sets forth the general terms and conditions under 
which Utility will transport gas, or transport and procure gas, 
for customer in California pursuant to Utility's applicable Tariff 
Rate Schedules and Tariff Rules ("Tariffs") on file with Public 
Utilities Commission of the State of California ("CPUC"), as each 
are in effect from time to time.
To the extent not inconsistent herewith, the provisions of ~MSC 
are incorporated by reference in this agreement.  All transmission 
services by Utility shall be paid for by Customer at the rates 
specified in the applicable Tariffs, except as otherwise specified 
herein.  Nothing in this Agreement shall be construed as 
preventing Utility and Customer from mutually agreeing to 
conditions which are more stringent than set forth in the Tariffs.

B. Effective Date/Term
(1) The Effective Date of this Agreement shall be as of 6:00 AM on 
JULY 1st, 1998.
(2) The initial term of this Agreement shall end on JULY 1st, 
2000.
At the end of the initial term, this Agreement shall continue 
thereafter on a month to month basis unless terminated by written 
notice from one party to the other given not less than twenty (20) 
days prior to the last day of the initial term of any month 
thereafter.

Section 2 - Services Provided and Redelivery Locations
Customer has requested and agreed to pay for, and Utility has 
determined that Customer is qualified for transmission services to 
the following locations (the data provided will be utilized by 
Utility in determinations regarding curtailment) and any special 
sequencing of redelivery conditions should be noted in Section 
9(E):

Form 6597-1 - original 1/12/93               Contract #   92820
                               Facility A

Facility Name            SAN DIEGO GAS % ELECTRIC
Account Number           18-3501-001-951-1
Address                  0001 RAINBOW STATION 
                         MORENO VALLEY, CA 92360
SIC Code                 4939 Combination utilities, nec

Mail copy of Bill to this Facility:    NO

Supplemental Facility Account Number(s):
18-3501-001-950-1        18-8334-455-952-1       18-8339-190-603-1
Full Requirements        YES      (Noncore only)

                         Facility Customer Contacts

                 Operations                      Emergency

Name:        Operations Control          Name:   Scott Ferguson
Title :      Supervisor                  Title : Director,
                                                 Gas Department
Address:     3494 E. PICO BLVD.         Address: P.O. BOX 1831
             LOS ANGELES, CA 90023-3003          SAN DIEGO, CA
                                                 92112
Tel. No:     323/266-5938               Tel. No: (619) 549-6503
Fax No :     323/269-5345               Fax No:  (619) 549-6522

Customer shall notify Utility in the event of any change in the 
gas requirements or notification designations for this facility.  
If Customer receives its full requirements under Core Subscription 
in the event during any month Customer utilizes gas in excess of 
the following monthly scheduled quantity, such usage shall be 
treated as reserved capacity for the entire year.




















Form 6597-1 - Original 1/12/93      - 2 -      Contract #    92820
                         Sequence 01
                       Billing Schedule
                                                       Otherwise
Rate                    Net     Transmission Rates     Applicable
Schedule  Priority      Billed  Tariff/Negotiated      Rate

GT-F8     FIRM          N/A     -TARIFF-

                         Term:  2 YEARS

               Monthly Scheduled Quantity (Therms)
Jan  85,340,000                                   Jul  48,443,000
Feb  73,683,000                                   Aug  46,589,000
Mar  63,310,000                                   Sep  44,675,000
Apr  56,822,000                                   Oct  50,716,000
May  49,998,000                                   Nov  60,286,000
Jun  46,523,000                                   Dec  90,338,000

Annual Quantity 716,723,000               Use or Pay Aggregator NO 
(Only applies to firm rates under partial requirements)

Customer's regular days for operations under this sequence are:

M (X)  T (X)  W (X)  Th (X)  F (X)  Sat (X)  Sun (X)


Form 6597-1 - Original 1/12/93       - 3 -      Contract #  92820
<Page Break>
Section 3 - Other Existing Transportation/Exchange Arrangements

(1) Customer has existing intrastate transportation/exchange
    arrangements with Utility:
(2) Date of Arrangement:
(3) Term of Arrangement:
(4) This Agreement shall have no impact on such existing
    arrangement except:

Section 4 - Transportation Delivery Options

Customers "Order Control Code" (OCC) for gas transportation by 
Utility is :  SO5.

A. Transportation Delivery Points

Gas may be delivered to Utility for transportation for Customer's 
account at the following interconnection delivery points on 
Utility's pipeline facilities.

Gaviota Gas Plant Intertie with SoCalGas near outlet of the 
Chevron onshore treating facility
South Coles Levee Intertie with SoCalGas at point near the outlet 
of the South Coles Levee Plant
3p Gasoline Extraction Plant Intertie with SoCalGas at Kettleman 
Hills
PG and E Intertie with SoCalGas at Kern River Station
El Paso Natural Gas Intertie with SoCalGas at Topock
PG and E Intertie with SoCalGas at Kettleman
PG and E Intertie with SoCalGas at Elk Hills
PG and E Intertie with SoCalGas at Topock
El Paso Natural Gas Intertie with SoCalGas at Blythe
PG and E Intertie with SoCalGas at Elk Pisgah
Transwestern Intertie with SoCalGas at Needles
Carpenteria Gas Plant Intertie with SoCalGas and junction of 
Carpenteria Ave. and U.S. Hwy 101
Kern/Mojave Intertie with SoCalGas at Wheeler Ridge

Priority of access to any Delivery Point shall be as set forth in 
the Tariffs or as otherwise established by the CPUC.

B. Operations

All nominations, confirmations, and other operating procedures for 
transportation services shall be subject to the rules and 
conditions established therefor by Utility.  Customer shall be 
responsible for obtaining, and subject to any liability or loss 
regarding, any upstream transportation prior to the receipt of gas 
by Utility for Customer's account, except for core and core-
subscription usage.  Customer's failure to obtain firm upstream 
transportation rights to ensure delivery to Utility shall not be 
deemed to be a condition of Force Majeure.

Any deviations from a standard 5 or 7 day week should be noted in 
Section 9(E).

Section 5 - Service Interruption Credit

The firm transportation services by Utility under this Agreement 
may be subject to the applicable "Service Interruption Credit" as 
set forth in Utility's Tariffs.

Section 6 - Billing and Payment

Billing and Payment for services hereunder shall be as provided in 
Utility's applicable Tariffs, with payment due from Customer to 
Utility not later than 19 days following the date of Utility's 
invoice.  Any special billing instructions should be noted in 
Section 9(E).


Form 6597-1 - Original 1/12/93       - 4 -       Contract #  92820
<Page Break>
Section 7 - Imbalances

Utility shall provide Customer with an imbalance service in 
connection with transportation of gas hereunder pursuant to Tariff 
Rate Schedule G-IMB, as in effect from time to time (or any 
successor thereto).  Any applicable imbalance charges shall be 
charged to Account Number: 18-3501-001-951-1.
For any Customer utilizing the services of a Contracted Marketer, 
a summary of transactional activities shall be provided to the 
following designated account: N/A.

Section 8 - Transfer of Rights

Subject to Section 9(A), this Agreement and the rights and 
obligations hereunder shall only be transferred or assigned with 
the prior written consent of Utility which shall not be withheld 
unreasonably, provided that any successor first established its 
"creditworthiness" and assumes such contractual rights and 
obligations in writing.

Section 9 - Miscellaneous

A. Representatives - Customer shall utilize the services of:
(1) Contracted Marketer :  N/A
    Authorized to access Customer's meter usage:  N/A
    Will nominate on Customer's behalf:  N/A
    Will trade on Customer's behalf:  N/A

(2) Agent :  N/A
    Authorized to access Customer's meter usage:  N/A
    Will nominate on Customer's behalf:  N/A
    Will trade on Customer's behalf:  N/A

(3) Use or Pay Aggregator:  N/A
Aggregators will automatically be authorized to access Customer's 
meter usage.  To the extent applicable, appropriate authorization 
by Customer (including the the terms and conditions thereof) have 
been attached to MSC and are incorporated by reference (as 
supplemented from time to time) in this Agreement.

If Customer designates a Marketer or Agent, any communications 
made by such Marketer/Agent shall be binding on Customer and shall 
prevail in any conflict during the period such authorization 
remains in effect.  Such authorization shall remain in effect for 
the term of this Agreement unless otherwise specified in the 
initial authorization, or unless terminated pursuant to 
notification received written by the Utility.  In order for a 
Marketer/Agent to nominate on Customer's behalf, such designated 
Marketer/Agent must be so designated by the 20th of month 
preceding any particular nomination.


Form 6597-1 - Original 1/12/93       - 5 -       Contract #  92820
<Page Break>
B. Contacts/Notices:

All day to day contacts with Customer shall be as specified for 
each Facility above.  Operating contacts to be used by customer 
with Utility shall be:


Operations/Emergency                        Customer Service
Contact Title:                        Contact Title:
Gas Transactions Manager              Wholesale Mkt Sales Mgr.
Telephone No: (213) 244-3900          Telephone No: (213) 244-3701
Fax No: N/A                           Fax No: (213) 244-8222

Any written notices from one party to the other affecting this 
Agreement shall be sent to the following locations (unless changed 
by seven days prior written notice):

Customer                                    Utility
SAN DIEGO GAS & ELECTRIC           Southern California Gas Company
P.O. BOX 1831                      P.O. BOX 3249
SAN DIEGO, CA  92112               LOS ANGELES, CA 90051-1249
Attn:                              Attn: MS.  Gwen R. Marelli
Title: Fuel Supervisor             Title: Wholesale Mkt Sales Mgr.

C. Definitions: All definitions set forth in the Tariffs, 
including without Limitation Utility Rule 1, are incorporated 
herein by reference as if set forth in full.

D. Miscellaneous Legal Provisions: The miscellaneous legal 
provisions in Section 6 of the MSC are incorporated by reference 
herein as if set forth in full, except to the extent such Section 
6 is superseded by Utitity's Tariff Rule 4.

E. Special Conditions : The following special conditions of 
service are applicable hereto:

In addition to OCC S05 in Section 4, OCC S05A also applies.

IN WITNESS WHEREOF, the authorized representatives of the parties 
have executed two duplicate original copies hereof.
Customer                                    Utility
Name :                             Name:
SAN DIEGO GAS & ELECTRIC           Southern California Gas Company
By: <signed>                       By: <signed>
                                       Ms.  Gwen R. Marelli
Title :                            Title:
Sr. Vice President-Energy Supply   Wholesale Mkt Sales Mgr.








Form 6597-1 - original 1/12/93        - 6 -      Contract #  92820