AMENDMENT NO. 1 TO THE
            SAN DIEGO GAS & ELECTRIC COMPANY
          NUCLEAR FACILITIES NON-QUALIFIED CPUC
              DECOMMISSIONING MASTER TRUST
               AGREEMENT FOR SAN ONOFRE 
              NUCLEAR GENERATING STATIONS



This Amendment is entered into as of the 1st day of 
March, 1996, by and between San Diego Gas & Electric 
Company, a corporation duly organized and existing under the laws 
of the State of California, and having its principal office at 101 
Ash Street, San Diego, California 92101-3017 (the "Company), and 
State Street Bank and Trust Company, as Trustee, having its 
principal office at 1 Enterprise Drive, Quincy, Massachusetts  
01171 (the "Trustee").

WHEREAS, Pursuant to Section 2.12 of the Nuclear Facilities Non-
Qualified CPUC Decommissioning Master Trust Agreement dated June 
29, 1992 (the "Agreement") between San Diego Gas & Electric 
Company (the "Company") and the State Street Bank and Trust 
Company, as Trustee, the Company hereby amends the Agreement as 
follows;

NOW, THEREFORE, the parties agree as follows:

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

2.  The Agreement shall be amended by restating the first 
    paragraph of Section 4.03 to read:
    
"The Trustee shall be entitled to a compensation from the 
Master Trust as shown on Exhibit C1 attached hereto."

3.  The Agreement shall be amended by restating the first sentence 
    of the second paragraph of Section 4.03 as follows:

"This fee schedule is effective through December 31, 1997 
and may be extended with the approval of the Trustee." 

4.  The Agreement shall be amended by restating the first and 
    second sentences of the fourth paragraph of section 4.03 to 
    read as follows:

"This fee schedule shall be effective through December 31, 1997 
for all assets placed under the Trustee's investment discretion. 
After January 1, 1998, the fee schedule for assets placed under 
the Trustee's investment discretion shall be subject to 
renegotiation."

5.  Except as set forth herein, the Agreement is hereby ratified 
    and confirmed and remains in full force and effect.



IN WITNESS WHEREOF, the Company, the California Public Utilities 
Commission, and the Trustee have set their Hands and seals to this 
Amendment to the Agreement as of March 1, 1996.



                          SAN DIEGO GAS & ELECTRIC COMPANY

                          By:___________________________________

                          Title:________________________________

                          Attest:_______________________________

                          Title:________________________________



                          CALIFORNIA PUBLIC UTILITIES COMMISSION

                          By:___________________________________

                          Title:________________________________

                          Attest:_______________________________

                          Title:________________________________



                          Accepted:

                          STATE STREET BANK AND TRUST COMPANY

                          By:___________________________________

                          Title:________________________________

                          Attest:_______________________________

                          Title:________________________________










                                                       Exhibit C1




                      STATE STREET BANK AND TRUST COMPANY

                     MASTER TRUST SERVICES FEE SCHEDULE FOR

                        SAN DIEGO GAS & ELECTRIC NDT



FIXED INCOME PORTFOLIO

   I.  TRUST/CUSTODY CHARGES

      The following charges will be assessed on the month-end net 
      :asset value in U.S. dollars:
      .50 of one (1) basis point per annum to act as Custodial 
      Trustee

  II. PORTFOLIO ADMINISTRATION (ACCOUNTING, RECORDKEEPING & 
      REPORTING)

      $6,000 per portfolio per annum

 III.  PORTFOLIO ACTIVITY

      $15.00 per depository trade (DTC, FED, PTC)
      $35.00 per physical trade



EQUITY PORTFOLIO

   I.  TRUST/CUSTODY CHARGES

       The following charges will be assessed on the month-end 
       domestic security holdings:

       $40.00 per holding per annum

  II.  PORTFOLIO ADMINISTRATION (ACCOUNTING, RECORDKEEPING & 
       REPORTING)

       $ 5,000 per portfolio per annum (SSGA managed)
       $15,000 per portfolio per annum (external manager)

 III.  PORTFOLIO ACTIVITY

       $13.00 per depository trade (DTC, FED, PTC) 
       $15.00 per depository trade (DTC, FED, PTC)
       $35.00 per physical trade




INTERNATIONAL PORTFOLIO

   I.  TRUST/CUSTODY CHARGES

       The following charges will be assessed on the month-end net 
       asset value in U.S. dollars:

       Global Assets @ eighteen (18) basis points per annum

  II.  PORTFOLIO ADMINISTRATION (ACCOUNTING, RECORDKEEPING & 
       REPORTING)

       $50,000 per portfolio per annum 

 III.  PORTFOLIO ACTIVITY

       International Sub-Custodian Charges

                      Group A  Group B  Group C  Group D  Group E

Transaction ($)          25        45       60       70       100

Holdings (bp)*         1.25      3.50     5.25     16.0       45.0


               Australia  Austria     Finland   Brazil  Argentina
               Canada     Belgium     Indonesia China   Bangladesh
               Cedel      Hong Kong   Ireland   Czech   Botswana
               Denmark    Netherlands Luxembourg Egypt  Chile
               Euroclear  Norway      Malaysia  Jamaica Columbia
               France     Sweden      Mexico    So. Korea  Cyprus
               Germany               Singapore Philippines Ecuador
               Italy                 Thailand  Portugal    Ghana
               Japan                           Sri Lanka   Greece
               Namibia                         Taiwan      Hungary
               New Zealand                     Turkey      India
               So. Africa                                  Israel
               Spain                                       Jordan
               Switzerland                                 Kenya
               United Kingdom                              Morocco
                                                          Pakistan
                                                           Peru
                                                           Poland
                                                           Tunisia
                                                           Uruguay
                                                         Venezuela
                                                            Zambia
                                                          Zimbabwe

* Based on the month-end value in U.S. dollars






OTHER CHARGES (Only if Applicable)

*  Plant (Plan) Accounting

   $735.00 per plant (plan) per annum

*  Short Term Investment Fund 

   Annual administrative/management fees are netted out of yield

*  Out-of-Pockets

   Out-of-Pockets such as wires, courier, and communication
   charges are borne by the client

*  Stamp Duty and Registration

   Expenses paid to a third party for stamp duty and registration 
   will be billed to the client

*  Foreign Exchange

   A charge of $75.00 will be assessed for each foreign exchange  
   executed through a third party


ANALYTICS SERVICES

*  Performance Measurement

   $2,500 Per Portfolio 
    
*  Investment Compliance Monitoring    

   $750 Per Portfolio
    













STATE STREET BANK AND TRUST COMPANY

MASTER TRUST SERVICES FEE SCHEDULE FOR

SAN DIEGO GAS & ELECTRIC NDT

DOMESTIC PRO FORMA


TRUST/CUSTODY CHARGES

Fixed Income

SGE2  Brown Brothers    19,900,000 * .50 bp                 995.00
SGE3  Brown Brothers    49,769,000 * .50 bp               2,488.00
SGE4  Delaware          88,438,000 * .50 bp               4,422.00

                                                          7,905.00

Equity

SGE1  Fidelity           230 Holdings * $40.00            9,200.00
SGE6  State Street Global Advisors 600 Holdings * $40.00 24,000.00

                                                         33,200.00

PORTFOLIO ADMINISTRATION

SGE1  Fidelity                                           15,000.00
SGE2  Brown Brothers                                      6,000.00
SGE3  Brown Brothers                                      6,000.00
SGE4  Delaware                                            6,000.00
SGE6  State Street Global Advisors                        5,000.00

                                                         38,000.00

PORTFOLIO ACTIVITY

SGE1  Fidelity          660 trades * $15.00               9,900.00
SGE2  Brown Brothers     30 trades * $15.00                 450.00
SGE3  Brown Brothers     30 trades * $15.00                 450.00
SGE4  Delaware           60 trades * $15.00                 900.00
SGE6  State Street Global Advisors  425 trades * $13.00   5,525.00

                                                         17,225.00

                                 TOTAL                   96,330.00


ANALYTICS

5 Portfolios * (3,250.00)                                16,250.00


STATE STREET BANK AND TRUST COMPANY

MASTER TRUST SERVICES FEE SCHEDULE FOR

SAN DIEGO GAS & ELECTRIC NDT



INTERNATIONAL PRO FORMA



TRUST/CUSTODY CHARGES

Equity

SGE7  State Street Global Advisors  25,000,000 * 18 BP   45,000.00

PORTFOLIO ADMINISTRATION

SGE7  State Street Global Advisors                       50,000.00

PORTFOLIO ACTIVITY

SGE7  State Street Global Advisors 100 trades * $35.00    3,500.00
                                   25,000,000*    3 BP    7,500.00


                                     TOTAL              106,000.00


ANALYTICS

1 Portfolios * (3,250.00)                                 3,250.00