ENOVA CORPORATION
                      1986 LONG-TERM INCENTIVE PLAN
                   1996 RESTRICTED STOCK AWARD AGREEMENT


   THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered 
into this _____ day of ________, 1996, by and between ENOVA CORPORATION, 
a California corporation ("Enova") and ________________________ 
("Participant").

 ......WHEREAS, the Boards of Directors of Enova and San Diego Gas & 
Electric Company ("SDG&E") ("the Boards") have adopted the Enova 
Corporation 1986 Long-Term Incentive Plan (the "Plan"), which provides 
for the granting to selected employees of Enova and its subsidiaries of 
awards of Common Stock of Enova Corporation ("Restricted Stock Awards");

 ......WHEREAS, the grant of Restricted Stock Awards is intended as an 
incentive which will attract and retain highly competent persons as 
officers and key employees of Enova and its subsidiaries;

 ......WHEREAS, Participant is a selected employee of Enova and/or one of 
its subsidiaries; and

 ......WHEREAS, the Executive Compensation Committees of the Boards of 
Enova and SDG&E (the "Committees") have authorized, and the Boards have 
approved, the grant of a Restricted Stock Award to Participant pursuant 
to the terms of the Plan.

 ......NOW, THEREFORE, in consideration of the foregoing and of the 
mutual covenants hereinafter set forth and other good and valuable 
consideration, the receipt of which is hereby acknowledged, the parties 
hereto agree as follows:

1.....Grant of Restricted Stock Award

 ......Enova hereby grants to Participant, on the terms, conditions and 
restrictions hereinafter set forth, and in accordance with the Plan 
which is incorporated herein, as a matter of separate inducement to 
achieve a certain goal set by the Boards and not in lieu of any salary 
or other compensation for Participant's services, a Restricted Stock 
Award consisting of ____________________________________________ 
(_________) shares of the authorized but unissued shares of Enova 
Corporation Common Stock, (the "Shares").

2.....Receipt and Transfer of Shares

 ......Participant hereby acquires the Shares, and Enova hereby transfers 
the Shares to Participant. Concurrently with the execution hereof, Enova 
has delivered to Participant, and Participant acknowledges receipt into 
escrow of, a certificate or certificates evidencing the Shares, duly 
issued to Participant by Enova Corporation.  Concurrently with the 
execution hereof, Participant acknowledges that the Secretary or 
Assistant Secretary of Enova, holds on behalf of Participant all 
certificates evidencing the Shares. Participant also acknowledges prior 
receipt of a prospectus for the Plan, a copy of the Plan, and the most 
recent Annual Report of Enova Corporation.  Participant shall execute 
all such stock powers and other instruments of transfer in favor of 
Enova as are necessary at any time in the future to perform this 
contract.

3.....Shareholder of Record

 ......Enova agrees that Participant shall be deemed a shareholder of 
record with respect to the Shares on the date first written above.

4.....Restricted Term

 ......The Restricted Term with respect to the Shares shall commence on 
the date first above written.  The restrictions will be removed from and 
the restricted term will expire on one quarter of the restricted shares 
after the end of each of the years 1997, 1998, 1999 and 2000:
 .............
 ......a......If, at the end of each of such year the Corporation's 
earnings per share meet or exceed the target earnings per share as set 
by the Executive Compensation Committee.

 ......b......If, beginning in 1998, at the end of any quarter, the 
published quarterly earnings meet or exceed the previous year's target 
earnings plus 25% of the annual target increase per quarter.

 ......c......At the end of 2000, the remaining restricted shares not 
released previously may be released in the discretion of the Board 
dependent upon the impact on 1997 through 2000 earnings of industry and 
corporate restructuring during such period.

 ......d......The Board, in response to industry or corporate 
restructuring, may elect to change the Plan design and performance goals 
to align the Plan with a new long term direction.

5....Voting and Other Rights

 ......During the Restricted Term, Participant shall, except as otherwise 
provided herein, have all of the rights of a stockholder with respect to 
all of the Shares subject to the Restricted Term, including without 
limitation the right to vote such Shares and the right to receive all 
dividends or other distributions with respect to such Shares.  In 
connection with the payment of such dividends or other distributions, 
there shall be deducted any taxes or other amounts required by any 
governmental authority to be withheld and paid over to such authority 
for the account of Participant.

6.....Restrictions On Inter Vivos Transfer

 ......During the Restricted Term, the Shares subject to the Restricted 
Term shall not be sold, assigned, transferred, hypothecated or otherwise 
alienated, disposed of or encumbered except as provided in the Plan.  
The certificate for such Shares shall bear the following legend, or any 
other similar legend as may be required by Enova:

 ......"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE 
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE 
ENCUMBERED OR DISPOSED OF EXCEPT AS PERMITTED BY ENOVA 
CORPORATION'S 1986 LONG-TERM INCENTIVE PLAN OR THE COMMITTEE WHICH 
ADMINISTERS THAT PLAN."

7.....Termination of Participant's Employment

 ......In the event Participant ceases to be employed by Enova and/or one 
of its subsidiaries at any time before the end of the Restricted Term 
for any reason, Participant shall deliver to Enova all certificates 
evidencing the Shares subject to the Restricted Term, accompanied by 
stock powers and other instruments of transfer duly executed by 
Participant to transfer such shares to Enova.

8.....Election to Recognize Income

 ......Check one:

 ......a....___..Participant elects, pursuant to the Internal Revenue 
Code as amended, and the comparable provisions of state tax law, to 
include in gross income in connection with the grant of this Restricted 
Stock Award, all amounts now recognizable.

 ......b....___  Participant shall not elect, pursuant to the Internal 
Revenue Code as amended, or comparable provisions of any state tax law, 
to include any amount in gross income in connection with the grant of 
this Restricted Stock Award.

9.....Withholding and Registration

 .....a.....Upon recognition of income as elected in paragraph 8 above, 
Participant shall, with respect to such Shares, make payment, in the 
form of cash or a cashier's check or in the manner stated in paragraph 
9(b) below, to Enova in an amount sufficient to satisfy any taxes or 
other amounts Enova determines is required by any governmental authority 
to be withheld and paid over by Enova or any of its subsidiaries to such 
authority for the account of Participant (collectively, "Withholding 
Taxes"), or shall otherwise make arrangements satisfactory to Enova for 
the payment of such amounts through withholding or otherwise.  For 
purposes of paragraph 8(a), such payment or arrangements shall be made 
by December 6, 1996.  For purposes of paragraph 8(b), the date shall be 
30 days after the restrictions are removed.  Participant shall, if 
requested by Enova, make appropriate representations in a form 
satisfactory to Enova that such Shares will not be sold other than 
pursuant to an effective registration statement under the Securities Act 
of 1933, as amended, or an applicable exemption from the registration 
requirements of such Act.

 .....b......Subject to the restrictions set forth in paragraph 9(c) and 
such rules as the Committee may from time to time adopt and upon 
approval by the Committee in its sole discretion, Participant may elect 
to satisfy all or any portion of such Participant's tax withholding 
obligations set forth in paragraph 9(a) by electing (i) to have Enova 
withhold from delivery of any Shares otherwise deliverable to 
Participant in the manner set forth in paragraph 10 hereof, a portion of 
such Shares to satisfy Withholding Taxes or (ii) to deliver to Enova 
shares of Common Stock, no par value, of Enova, other than those 
delivered to Participant in the manner set forth in paragraph 10 hereof, 
to satisfy all or any portion of such Participant's Withholding Taxes.  
The number of Shares withheld from delivery or such other shares 
delivered shall equal the number of shares the Committee, in its sole 
discretion, determines to have a fair market value equal to the amount 
of such Participant's Withholding Taxes required to be withheld or paid 
over by Enova or any of its subsidiaries and which Participant elected 
to be satisfied by withholding or delivery of shares.

 .....c......Participant's election to satisfy all or any portion of 
Participants Withholding Taxes under paragraph 9(b) is subject to the 
following restrictions:

 ............(i)  such election must be made in writing on or before the 
date when the amount of Withholding Taxes is required to be 
determined (the "Tax Date");

 ............(ii)  such election shall be irrevocable;

 ............(iii).such election shall be subject to the approval or 
disapproval of the Committee, in its sole discretion;

 ............(iv)  the fair market value of the Shares to be withheld or 
other shares of Common Stock to be delivered to Enova for the 
purposes of satisfying all or any portion of such Participant's 
Withholding Taxes shall be deemed to be the average of the highest 
and lowest selling prices of such stock as reported on the New 
York Stock Exchange Composite Transactions Tape on the Tax Date, 
or if such stock is not traded that day, then on the next 
preceding day on which such stock was traded; and

 ............(v).. if Participant is or becomes subject to Section 16(b) 
of the Securities Exchange Act of 1934, as amended (the "1934 
Act"), such election must be made in compliance with Rule 16b-3(e) 
promulgated under said Section 16(b) or any successor regulation 
promulgated thereunder.

10....Delivery of Shares

 ......Upon expiration of the Restricted Term applicable to any shares as 
provided in the manner stated in paragraph 4 above and payment by the 
Participant as required in paragraph 9 above, the Secretary or Assistant 
Secretary of Enova shall deliver to Participant all certificates 
evidencing the Shares free of legend and no longer subject to the 
Restricted Term and all restrictions set forth herein with respect to 
such Shares shall terminate.

 ......If at the end of 2000 the restrictions have not been removed from 
and the Restricted Term has not expired on any of the shares received by 
Participant under this Agreement, Participant shall deliver to Enova all 
certificates evidencing such shares accompanied by stock powers and 
other instruments of transfer duly executed by Participant to transfer 
such shares to Enova.

11....Effects On Participant's Continued Employment

 ......Participant's right, if any, to continue to serve Enova and/or its 
subsidiaries as an officer or employee shall not be enlarged or 
otherwise affected by the grant to him or her of this Restricted Stock 
Award, nor shall such grant in any way restrict the right of Enova 
and/or any of its subsidiaries to terminate Participant's employment at 
any time.

12....Further Action

 ......Each party hereto agrees to perform any further acts and to 
execute and deliver any documents which may be reasonably necessary to 
carry out the provisions hereof.

13....Parties in Interest and Governing Law

 ......This Agreement shall be binding upon and inure to the benefit of 
the parties hereto and their respective assigns and successors-in-
interest, and shall be governed by and interpreted in accordance with 
the laws of the State of California.

14....Entire Agreement

 ......This Agreement contains the entire agreement and understanding 
between the parties as to the subject matter hereof.

15....Invalid Provisions

 ......The invalidity or unenforceability of any particular provision 
hereto shall not affect the other provisions hereof, and this Agreement 
shall be construed in all respects as if such invalid or unenforceable 
provisions were omitted.

16....Amendment

 ......No amendment or modification hereof shall be valid unless it shall 
be in writing and signed by both parties hereto.

17....Counterparts

 ......This Agreement may be executed in counterparts, each of which 
shall be deemed to be an original, and taken together shall constitute 
one and the same document.

18....Notices

 ......All notices or other communications required or permitted 
hereunder shall be in writing, and shall be sufficient in all respects 
only if delivered in person or sent via certified mail, postage prepaid, 
addressed as follows:

 ...If to Enova:.........Enova Corporation
 ........................P. O. Box 129400
 ........................San Diego, CA 92112-9400

 ........................Attention:  Corporate Secretary

 ...If to Participant:...________________________________________

 ........................________________________________________

 ........................________________________________________

or such other address as shall be furnished in writing by any such 
party.  Any such notice or communication shall be deemed to have been 
delivered when delivered in person or 48 hours after the date it has 
been mailed in the manner described above.

 ...IN WITNESS WHEREOF, the parties hereto have executed this Restricted 
Stock Award Agreement on the day and year first above written.


PARTICIPANT.........................ENOVA CORPORATION



____________________________________By:_________________________________
Signature of Participant	
 ....................................Title:______________________________