AMENDMENT NO. 4 TO THE          Exhibit 10.32
                  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
_October_, 1999, 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  Mellon Bank,
N.A., having its principal office at One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.

     WHEREAS, the Company wishes to appoint Mellon Bank, N.A. as
successor  Trustee , and Mellon Bank, N.A. agrees to act as successor
Trustee subject to the terms of the Nuclear Facilities Non-Qualified
CPUC Decommissioning Master Trust Agreement dated June 29, 1992 (the
"Agreement") between the Company  and State Street Bank and Trust
Company, as amended;

     WHEREAS, in Section 2.12 of the Agreement, the parties
specifically reserve the right to amend the Agreement; and

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


     NOW, THEREFORE, the parties agree as follows:

     1.  Paragraph (c) of Section 1.04 is amended to read as follows:

          "(c) appoints Mellon Bank, N.A. as Trustee of the Master
           Trust and of each of the Funds."

     2.  The first sentence of the second paragraph of section 4.03
         shall be restated to read as follows:

          "The attached Exhibit C is effective from the date that
           assets are transferred to Mellon Bank, N.A.  as successor
           Trustee."

     3.  The first and second sentences of the fourth paragraph of
         section 4.03 shall be restated to read as follows:

          "The attached Exhibit D is effective as of the date that
          assets are transferred to Mellon Bank, N.A. as successor
          Trustee."

     4.  The third sentence of the first paragraph of Section 4.07 is
         amended to read as follows:

         "The Trustee shall not be responsible for any losses
         resulting from the deposit or maintenance of securities or
         other property (in accordance with market practice, custom,
         or regulation) with any recognized foreign clearing
         facility, book-entry system, centralized custodial
         depository, or similar organization."

     5.  Section 4.08 is amended to read as follows:

          "The Company shall indemnify and hold harmless the Trustee
          from all claims, liabilities, losses, damages and expenses,
          including reasonable attorneys' fees and expenses, incurred
          by the Trustee in connection with this Agreement, except as
          a result of the Trustee's own bad faith, negligence, or
          willful misconduct or for any breach of the Agreement that
          results from the Trustee's own bad faith, negligence or
          willful misconduct."

     6.  The fifth sentence of Section 5.02 shall be restated as
         follows:

          "Notification of the issuance of each such authorization
          shall be given promptly to the Trustee by the Investment
          Manager(s), and the Investment Manager(s) shall cause the
          execution of such order to be confirmed in writing to the
          Trustee by the broker or dealer.  Such notification to the
          Trustee from the Investment Manager shall be in writing, by
          facsimile transmission, electronic transmission, or any
          other method specifically agreed to in writing by the
          Committee and the Trustee, provided the Trustee may, in its
          discretion, accept oral directions and instructions and may
          require confirmation in writing."

     7.  Paragraph 6.04 shall be deleted.

     8.  The following Section 6.08 shall be added:

          "6.08    If the Trustee advances cash or securities for any
          purpose,  or in the event that the Trustee shall incur or be
          assessed taxes, interest, charges, expenses, assessments, or
          other liabilities in connection with the performance of this
          Agreement, except such as may arise from its own negligent
          action, negligent failure to act or willful misconduct, any
          property at any time held for the Fund or under this
          Agreement shall be security therefor and the Trustee shall
          be entitled to collect from the Fund sufficient cash for
          reimbursement , and if such cash is insufficient, dispose of
          the assets of the Fund  held under this Agreement to the
          extent necessary to obtain reimbursement and to the extent
          that such reimbursement is not a violation of any provision
          of Section 468A of the Internal Revenue Service.  To the
          extent the Trustee advances funds to the Fund for
          disbursements or to effect the settlement of purchase
          transactions, the Trustee shall be entitled to collect from
          the Fund  with respect to domestic assets,  (i) an amount
          equal to what would have been earned on the sums advanced
          (an amount approximating the "federal funds" interest rate)
          or (ii) with respect to nondomestic assets, the rate
          applicable to the appropriate foreign market with respect to
          non-domestic assets."

     9.  The following paragraph shall be added to 7.02:

          "Settlements of transactions may be effected in trading and
          processing practices customary in the jurisdiction or market
          where the transaction occurs.  The Company acknowledges that
          this may, in certain circumstances, require the delivery of
          cash or securities (or other property) without the
          concurrent receipt of securities (or other property) or cash
          and, in such circumstances, the Company shall have sole
          responsibility for nonreceipt of payment (or late payment)
          by the counterparty."

     10. The following 8.13 shall be added:


          "8.13    Notwithstanding anything in this Agreement to the
          contrary contained herein, the Trustee shall not be
          responsible or liable for its failure to perform under this
          Agreement or for any losses to the Account resulting from
          any event beyond the reasonable control of the Trustee its
          agents or subcustodians, including but not limited to
          nationalization, strikes, expropriation, devaluation,
          seizure, or similar action by any governmental authority, de
          facto or de jure; or enactment, promulgation, imposition or
          enforcement by any such governmental authority of currency
          restrictions, exchange controls, levies or other charges
          affecting the Account's property; or the breakdown, failure
          or malfunction of any utilities or telecommunications
          systems; or any order or regulation of any banking or
          securities industry including changes in market rules and
          market conditions affecting the execution or settlement of
          transactions; or acts of war, terrorism, insurrection or
          revolution; or acts of God; or any other similar event. This
          Section shall survive the termination of this Agreement."

     11. The following Section 8.14 shall be added:

         "8.14  Each Party hereby represents and warrants to the
         others that it has full authority to enter into this
         Agreement upon the terms and conditions hereof and that the
         individual executing this Agreement on its behalf has the
         requisite authority to bind that Party."


     IN WITNESS WHEREOF,  the Parties have each set their Hands and
     Seals to this Amendment to the Agreement as of  the date and
     year first written above.


                                    CALIFORNIA PUBLIC UTILITIES
                                    COMMISSION




                                    By:
                                         ---------------------------
                                    Name:
                                           -------------------------
                                    Title:
                                           -------------------------



                                    SAN DIEGO GAS &
                                    ELECTRIC COMPANY

                                    By:
                                         --------------------------
                                    Name:
                                          -------------------------
                                    Title:
                                           ------------------------





                                    MELLON BANK, N.A.


                                    By:
                                         --------------------------
                                    Name:
                                          -------------------------
                                    Title:
                                            -----------------------








                            MELLON  BANK, N.A.
                            ------------------
                     MASTER TRUST SERVICES FEE SCHEDULE
                     ----------------------------------
                                  FOR
                                  ---
                              NON-QUALIFIED
                             --------------
                      SAN DIEGO GAS & ELECTRIC N.D.T.
                      -------------------------------


                               Pro Forma




TRUST/CUSTODY CHARGES, PORTFOLIO ADMINISTRATION, PORTFOLIO ACTIVITY
-------------------------------------------------------------------

Fixed Income:

      SGE2 Brown Brothers    $  36,360,000    *1.50 bpts    $ 5,454

Domestic Equity:

      SGE1 SSGA R3000           55,386,000    *1.50 bpts      8,308
                                                            --------
                                                            $13,742

PERFORMANCE MEASUREMENT
-----------------------

      Customized Benchmarks                                $    250


OUT-OF-POCKET EXPENSES                                     $  1,000
----------------------


TRUST SERVICES                                             $  2,000
--------------                                             ---------

                                                 TOTAL:    $ 16,992
                                                           ---------


                                                          Exhibit C



                          MELLON  BANK, N.A.
                          ------------------
                   MASTER TRUST SERVICES FEE SCHEDULE
                   ----------------------------------
                               FOR
                               ---
                    SAN DIEGO GAS & ELECTRIC N.D.T.
                    -------------------------------



TRUST/CUSTODY CHARGES, PORTFOLIO ADMINISTRATION, PORTFOLIO ACTIVITY
-------------------------------------------------------------------

Domestic Asset Fee (Active):
     1.5 basis points on Market Value of Assets

International Asset Fee (Active):
     7.5 basis points on Market Value of Assets


PERFORMANCE MEASUREMENT
-----------------------

Includes Basic Return Calculation, Historical data download, Universe
Comparison and Commingled Funds.

 Customized Benchmarks/Universes:$250 per benchmark
 BARRA, Vestek, etc.:            $250 per portfolio
 Attribution:                    $500 per portfolio
 Trading Cost Analysis:          $250 per portfolio
 CMS BondEdge:                   Pass Through
 TUCS:                           $750 per portfolio/Minimum $7,500
 Look Through Analytics:         $500

ON-LINE SERVICES
----------------

Includes Terminal Charge, Communication software, CPU connect time.

         Executive Workbench: Client Reporting
            First User              Free of Charge
                                    Performance Report Generator
                                    Analytics Report Generator
                                    Accounting Report Generator
                                    Investment Monitor

OUT-OF-POCKET EXPENSES
----------------------

      Wire Transfer:                $10 per transfer out charge
      Courier Service:              Pass Through
      Telex Charges:                Pass Through
      Computer Processing:          Pass Through
      Staff Training:               Included
      Stamp Duty:                   Pass Through
      Registration:                 Pass Through

                       SAN DIEGO GAS & ELECTRIC N.D.T.
                               FEE SCHEDULE
                                PAGE 2 OF 2




OUT-OF-POCKET EXPENSES (Cont.)
------------------------------

We will pass through to the client any out-of-pocket expenses
including, but not limited to, postage, courier expense, registration
fees, stamp duties, telex charges, custom reporting or custom
programming, internal/external tax, legal or consulting costs and
proxy voting expenses.

TRUST SERVICES
--------------

      Cash Sweep Fee:                     12 basis points (Annually)
      Tax Reporting:                      $125 per hour
      Tax Return Preparation:             $400 per filing/per year

BENEFIT PAYMENT SERVICES
------------------------

      Non-periodic                        $6.00 per check

MISCELLANEOUS
-------------

      *All costs associated with the asset conversion will be waived.
      *This fee assumes Mellon Trust is the sole foreign exchange
       dealer.
      *This fee assumes that all investment portfolios are valued on
       a monthly basis.
      *Mellon Trust bills clients on a monthly basis via a direct
       account deduction.
      *Fee Schedule is guaranteed for five (5) years.
      *We reserve the right to amend our fees if the service
       requirements change in a way that materially affects our
       responsibilities or costs.  Support of other derivative
       investment strategies or special processing requirements
       (e.g. external cash sweep, etc.) may result in additional
       fees.
       (Note:  Fees will not be amended prior to the notification and
       consent of the company.)


                                                            Exhibit D



                        MELLON BANK, N.A.
                        -----------------
                  INVESTMENT MANAGEMENT FEE SCHEDULE
                  ----------------------------------
                              FOR
                              ---
                  SAN DIEGO GAS & ELECTRIC N.D.T.
                  -------------------------------


      50 Basis points for the first $  50,000,000
      40 Basis points for the next $150,000,000
      30 Basis points thereafter

9