EXHIBIT 3.01

BYLAWS OF SAN DIEGO GAS & ELECTRIC COMPANY
As of September 1, 1998
ARTICLE ONE
Corporate Management
The business and affairs of the corporation shall be managed, and 
all corporate powers shall be exercised, by or under the direction 
of the Board of Directors ("the Board"), subject to the Articles 
of Incorporation and the California Corporations Code.
ARTICLE TWO
Officers
Section 1. Designation.  The officers of the corporation shall 
consist of a Chairman of the Board ("Chairman") or a President, or 
both, one or more Vice Presidents, a Secretary, one or more 
Assistant Secretaries, a Treasurer, one or more Assistant 
Treasurers, a Controller, one or more Assistant Controllers, and 
such other officers as the Board may from time to time elect.  Any 
two or more of such offices may be held by the same person.
Section 2. Term.  The officers shall be elected by the Board as 
soon as possible after the annual meeting of the Shareholders, and 
shall hold office for one year or until their successors are duly 
elected.  Any officers may be removed from office at any time, 
with or without cause, by the vote of a majority of the authorized 
number of Directors. The Board may fill vacancies or elect new 
officers at any time.
Section 3. Chairman.  The Chairman, or any officer designated by 
the Chairman, shall preside over meetings of the Shareholders and 
of the Board.  The Chairman shall perform all other duties 
designated by the Board.
Section 4. The President.  The President shall have the general 
management and direction of the affairs of the corporation, 
subject to the control of the Board.  In the absence or disability 
of the Chairman, the President shall perform the duties and 
exercise the powers of the Chairman.
Section 5. Vice Presidents.  The Vice Presidents, one of whom 
shall be the Chief Financial Officer, shall have such duties as 
the President or the Board shall designate.
Section 6. Chief Financial Officer.  The Chief Financial Officer 
shall be responsible for the issuance of securities and the 
management of the corporation's cash, receivables and temporary 
investments.
Section 7. Secretary and Assistant Secretary.  The Secretary shall 
attend all meetings of the Shareholders and the Board, keep a true 
and accurate record of the proceedings of all such meetings and 
attest the same by his or her signature, have charge of all books, 
documents and papers which appertain to the office, have custody 
of the corporate seal and affix it to all papers and documents 
requiring sealing, give all notices of meetings, have the custody 
of the books of stock certificates and transfers, issue all stock 
certificates, and perform all other duties usually appertaining to 
the office and all duties designated by the bylaws, the President 
or the Board.  In the absence of the Secretary, any Assistant 
Secretary may perform the duties and shall have the powers of the 
Secretary.
Section 8. Treasurer and Assistant Treasurer.  The Treasurer shall 
perform all duties usually appertaining to the office and all 
duties designated by the President or the Board.  In the absence 
of the Treasurer, any Assistant Treasurer may perform the duties 
and shall have all the powers of the Treasurer.
Section 9. Controller and Assistant Controller.  The Controller 
shall be responsible for establishing financial control policies 
for the corporation, shall be its principal accounting officer, 
and shall perform all duties usually appertaining to the office 
and all duties designated by the President or the Board.  In the 
absence of the Controller, any Assistant Controller may perform 
the duties and shall have all the powers of the Controller.
Section 10. Chief Executive Officer.  Either the Chairman or the 
President shall be the Chief Executive Officer.
Section 11. Chief Operating Officer.  Either the President or any 
Vice President shall be the Chief Operating Officer.
ARTICLE THREE
Directors
Section 1. Number.  The authorized number of Directors shall be 
from a minimum of seven to a maximum of seventeen, unless changed 
by the vote or written consent of holders of a majority of 
outstanding shares entitled to vote.  The Board of Directors shall 
fix by resolution the number of Directors comprising the Board 
within the stated minimum and maximum number at its discretion and 
without Shareholder approval.
Section 2. Election.  A Board shall be elected at each annual 
meeting of the Shareholders, at any adjournment thereof, or at any 
special meeting of the Shareholders called for that purpose.  The 
Directors shall hold office for one year or until their successors 
are duly elected.  Any candidate nominated by management for 
election to the Board shall be so nominated without regard to his 
or her sex, race, color or creed.
Section 3. Vacancies.  Vacancies in the Board may be filled by a 
majority of the remaining Directors, though less than a quorum, 
and each Director so elected shall hold office for the unexpired 
term and until his or her successor is elected.
Section 4. Compensation.  Members of the Board shall receive such 
compensation as the Board may from time to time determine.
Section 5. Regular Meetings.  A regular meeting of the Board shall 
be held without other notice than this bylaw immediately after 
each annual meeting of the Shareholders, and at such other times 
as provided for by resolution, at the principal office of the 
corporation.  The Board may cancel, or designate a different date, 
time or place for any regular meeting.
Section 6. Special Meetings.  Special meetings of the Board may be 
called at any time by the Chairman, the President or any two 
Directors.
Section 7. Notice of Meetings.  Written notice shall be given to 
each Director of the date, time and place of each regular meeting 
and each special meeting of the Board.  If given by mail, such 
notice shall be mailed to each Director at least four days before 
the date of such meeting, or such notice may be given to each 
Director personally or by telegram at least 48 hours before the 
time of such meeting.  Every notice of special meeting shall state 
the purpose for which such meeting is called.  Notice of a meeting 
need not be given to any Director who signs a waiver of notice, 
whether before or after the meeting, or who attends the meeting 
without protesting, prior thereto or at its commencement, the lack 
of notice to such Director.
Section 8. Quorum.  A majority of the authorized number of 
Directors shall be necessary to constitute a quorum for the 
transaction of business, and every act or decision of a majority 
of the Directors present at a meeting at which a quorum is present 
shall be valid as the act of the Board, provided that a meeting at 
which a quorum is initially present may continue to transact 
business, notwithstanding the withdrawal of Directors, if any 
action taken is approved by at least a majority of the required 
quorum for such meeting.  A majority of Directors present at any 
meeting, in the absence of a quorum, may adjourn to another time.
Section 9. Action Upon Consent.  Any action required or permitted 
to be taken by the Board may be taken without a meeting, if all 
members of the Board shall individually or collectively consent in 
writing to such action.
Section 10. Telephonic Participation.  Members of the Board may 
participate in a meeting through use of a conference telephone or 
similar communications equipment, so long as all members 
participating in the meeting can hear one another.  Such 
participation constitutes presence in person at the meeting.
Section 11. Directors Emeritus.  The Board may from time to time 
elect one or more Directors Emeritus.  Each Director Emeritus 
shall have the privilege of attending meetings of the Board, upon 
invitation of the Chairman or the President.  No Director Emeritus 
shall be entitled to vote on any business coming before the Board 
or be counted as a member of the Board for any purpose whatsoever.
ARTICLE FOUR
Committees
Section 1. Executive Committee.  The Board shall appoint an 
Executive Committee.  The Chairman shall be ex officio the 
Chairman thereof, unless the Board shall appoint another member as 
Chairman.  The Executive Committee shall be composed of members of 
the Board, and shall at all times be subject to its control.  The 
Executive Committee shall have all the authority of the Board, 
except with respect to:
(a) The approval of any action which also requires Shareholders' 
approval.
(b) The filling of vacancies on the Board or on any committee.
(c) The fixing of compensation of the Directors for serving on the 
Board or on any committee.
(d) The amendment or repeal of bylaws or the adoption of new 
bylaws.
(e) The amendment or repeal of any resolution of the Board which 
by its express terms is not so amendable or repealable.
(f) A distribution to the Shareholders.
(g) The appointment of other committees of the Board or the 
members thereof.
Section 2. Audit Committee.  The Board shall appoint an Audit 
Committee comprised solely of Directors who are neither officers 
nor employees of the corporation and who are free from any 
relationship that, in the opinion of the Board, would interfere 
with the exercise of independent judgment as committee members.  
The Audit Committee shall review and make recommendations to the 
Board with respect to:
(a) The engagement of an independent accounting firm to audit the 
corporation's financial statements and the terms of such 
engagement.
(b) The policies and procedures for maintaining the corporation's 
books and records and for furnishing appropriate information to 
the independent auditor.
(c) The evaluation and implementation of any recommendations made 
by the independent auditor.
(d) The adequacy of the corporation's internal audit controls and 
related personnel.
(e) Such other matters relating to the corporation's financial 
affairs and accounts as the Committee deems desirable.
Section 3. Other Committees.  The Board may appoint such other 
committees of its members as it shall deem desirable, and, within 
the limitations specified for the Executive Committee, may vest 
such committees with such powers and authorities as it shall see 
fit, and all such committees shall at all times be subject to its 
control.
Section 4. Notice of Meetings.  Notice of each meeting of any 
committee of the Board shall be given to each member of such 
committee, and the giving of such notice shall be subject to the 
same requirements as the giving of notice of meetings of the 
Board, unless the Board shall establish different requirements for 
the giving of notice of committee meetings.
Section 5. Conduct of Meetings.  The provisions of these bylaws 
with respect to the conduct of meetings of the Board shall govern 
the conduct of committee meetings.  Written minutes shall be kept 
of all committee meetings.
ARTICLE FIVE
Shareholder Meetings
Section 1. Annual Meeting.  The annual meeting of the Shareholders 
shall be held on a date and at a time fixed by the Board.
Section 2. Special Meetings.  Special meetings of the Shareholders 
for any purpose whatsoever may be called at any time by the 
Chairman, the President, or the Board, or by one or more 
Shareholders holding not less than one-tenth of the voting power 
of the corporation.
Section 3. Place of Meetings.  All meetings of the Shareholders 
shall be held at the principal office of the corporation in San 
Diego, California, or at such other locations as may be designated 
by the Board.
Section 4. Notice of Meetings.  Written notice shall be given to 
each Shareholder entitled to vote of the date, time, place and 
general purpose of each meeting of Shareholders.  Notice may be 
given personally, or by mail, or by telegram, charges prepaid, to 
the Shareholder's address appearing on the books of the 
corporation.  If a Shareholder supplies no address to the 
corporation, notice shall be deemed to be given if mailed to the 
place where the principal office of the corporation is situated, 
or published at least once in some newspaper of general 
circulation in the county of said principal office.  Notice of any 
meeting shall be sent to each Shareholder entitled thereto not 
less than 10 or more than 60 days before such meeting.
Section 5. Voting.  The Board may fix a time in the future not 
less than 10 or more than 60 days preceding the date of any 
meeting of Shareholders, or not more than 60 days preceding the 
date fixed for the payment of any dividend or distribution, or for 
the allotment of rights, or when any change or conversion or 
exchange of shares shall go into effect, as a record date for the 
determination of the Shareholders entitled to notice of and to 
vote at any such meeting or entitled to receive any such dividend 
or distribution, or any such allotment of rights, or to exercise 
the rights in respect to any such change, conversion, or exchange 
of shares.  In such case only Shareholders of record at the close 
of business on the date so fixed shall be entitled to notice of 
and to vote at such meeting or to receive such dividend, 
distribution or allotment of rights, or to exercise such rights, 
as the case may be, notwithstanding any transfer of any shares on 
the books of the corporation after any record date fixed as 
aforesaid.  The Board may close the books of the corporation 
against any transfer of shares during the whole or any part of 
such period.
Section 6. Quorum.  At any Shareholders' meeting a majority of the 
shares entitled to vote must be represented in order to constitute 
a quorum for the transaction of business, but a majority of the 
shares present, or represented by proxy, though less than a 
quorum, may adjourn the meeting to some other date, and from day 
to day or from time to time thereafter until a quorum is present.
Section 7. Elimination of Cumulative Voting.  No holder of any 
class of stock of the corporation shall be entitled to cumulate 
votes at any election of Directors of the corporation.
ARTICLE SIX
Certificate of Shares
Section 1. Form.  Certificates for Shares of the corporation shall 
state the name of the registered holder of the Shares represented 
thereby, and shall be signed by the Chairman or Vice Chairman or 
the President or a Vice President, and by the Chief Financial 
Officer or an Assistant Treasurer or the Secretary or an Assistant 
Secretary.  Any such signature may be by facsimile thereof.
Section 2. Surrender.  Upon a surrender to the Secretary, or to a 
transfer agent or transfer clerk of the corporation, of a 
Certificate of Shares duly endorsed or accompanied by proper 
evidence of succession, assignment or authority to transfer, the 
corporation shall issue a new certificate to the party entitled 
thereto, cancel the old certificate and record the transaction 
upon its books.
Section 3. Right of Transfer.  When a transfer of shares on the 
books is requested, and there is a reasonable doubt as to the 
rights of the persons seeking such transfer, the corporation, or 
its transfer agent or transfer clerk, before entering the transfer 
of the shares on its books or issuing any certificate therefor, 
may require from such person reasonable proof of his or her 
rights, and, if there remains a reasonable doubt in respect 
thereto, may refuse a transfer unless such person shall give 
adequate security or a bond of indemnity executed by a corporate 
surety, or by two individual sureties, satisfactory to the 
corporation as to form, amount and responsibility of sureties.
Section 4. Conflicting Claims.  The corporation shall be entitled 
to treat the holder of record of any shares as the holder in fact 
thereof and shall not be bound to recognize any equitable or other 
claim to or interest in such shares on the part of any other 
person, whether or not it shall have express or other notice 
thereof, save as expressly provided by the laws of the State of 
California.
Section 5. Loss, Theft and Destruction.  In the case of the 
alleged loss, theft or destruction of any Certificate of Shares, 
another may be issued in its place as follows:  (1) the owner of 
the lost, stolen or destroyed certificate shall file with the 
transfer agent of the corporation a duly executed Affidavit or 
Loss and Indemnity Agreement and Certificate of Coverage, 
accompanied by a check representing the cost of the bond as 
outlined in any blanket lost securities and administration bond 
previously approved by the Directors of the corporation and 
executed by a surety company satisfactory to them, which bond 
shall indemnify the corporation, its transfer agents and 
registrars; or (2) the Board may, in its discretion, authorize the 
issuance of a new certificate to replace a lost, stolen or 
destroyed certificate on such other terms and conditions as it may 
determine to be reasonable.
ARTICLE SEVEN
Indemnification of Agents of the Corporation
Section 1. Definitions.  For the purposes of this Article Seven, 
"agent" means any person who (i) is or was a Director, officer, 
employee or other agent of the corporation, (ii) is or was serving 
at the request of the corporation as a director, officer, employee 
or agent of another foreign or domestic corporation, partnership, 
joint venture, trust or other enterprise or (iii) was a director, 
officer, employee or agent of a foreign or domestic corporation 
which was a predecessor corporation of the corporation or of 
another enterprise at the request of such predecessor corporation; 
"proceeding" means any threatened, pending or completed action or 
proceeding, whether civil, criminal, administrative or investiga-
tive; and "expenses" includes, without limitation, attorneys' fees 
and any expenses of establishing a right to indemnification under 
Sections 4 or 5(c) of this Article Seven.
Section 2. Indemnification for Third Party Actions.  The 
corporation shall have the power to indemnify any person who is or 
was a party, or is threatened to be made a party, to any 
proceeding (other than an action by or in the right of the 
corporation to procure a judgment in its favor) by reason of the 
fact that such person is or was an agent of the corporation 
against expenses, judgments, fines, settlements and other amounts 
actually and reasonably incurred in connection with such 
proceeding if such person acted in good faith and in a manner such 
person reasonably believed to be in the best interests of the 
corporation and, in the case of a criminal proceeding, had no 
reasonable cause to believe the conduct of such person was unlaw-
ful.  The termination of any proceeding by judgment, order, 
settlement, conviction or upon a plea of nolo contendere or its 
equivalent shall not, of itself, create a presumption that the 
person did not act in good faith and in a manner which the person 
reasonably believed to be in the best interests of the corporation 
or that the person had reasonable cause to believe that the per-
son's conduct was unlawful.
Section 3. Indemnification for Derivative Actions.  The 
corporation shall have the power to indemnify any person who is or 
was a party, or is threatened to be made a party, to any 
threatened, pending or completed action by or in the right of the 
corporation to procure a judgment in its favor by reason of the 
fact that such person is or was an agent of the corporation 
against expenses actually and reasonably incurred by such person 
in connection with the defense or settlement of such action if 
such person acted in good faith and in a manner such person 
believed to be in the best interests of the corporation and its 
Shareholders.  No indemnification shall be made under this Sec-
tion 3:
(a) In respect of any claim, issue or matter as to which such 
person shall have been adjudged to be liable to the corporation in 
the performance of such person's duty to the corporation and its 
Shareholders, unless and only to the extent that the court in 
which such proceeding is or was pending shall determine upon 
application that, in view of all the circumstances of the case, 
such person is fairly and reasonably entitled to indemnity for 
expenses and then only to the extent that the court shall 
determine; or
(b) Of amounts paid in settling or otherwise disposing of a 
pending action without court approval; or
(c) Of expenses incurred in defending a pending action which is 
settled or otherwise disposed of without court approval.
Section 4. Successful Defense.  Notwithstanding any other 
provision of this Article, to the extent that an agent of the 
corporation has been successful on the merits or otherwise 
(including the dismissal of an action without prejudice or the 
settlement of a proceeding or action without admission of 
liability) in defense of any proceeding referred to in Sections 2 
or 3 of this Article, or in defense of any claim, issue or matter 
therein, he or she shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably incurred in 
connection therewith.
Section 5. Discretionary Indemnification.  Except as provided in 
Section 4 of this Article Seven, any indemnification under Section 
3 thereof shall be made by the corporation only if authorized in 
the specific case, upon a determination that indemnification of 
the agent is proper in the circumstances because the agent has met 
the applicable standard of conduct set forth in Section 3, by:
(a) A majority vote of a quorum consisting of Directors who are 
not parties to such proceeding;
(b) If such a quorum of Directors is not obtainable, by 
independent legal counsel in a written opinion; 
(c) Approval by the affirmative vote of a majority of the shares 
of this corporation represented and voting at a duly held meeting 
at which a quorum is present (which shares voting affirmatively 
also constitute at least a majority of the required quorum) or by 
the written consent of holders of a majority of the outstanding 
shares which would be entitled to vote at such meeting and, for 
such purpose, the shares owned by the person to be indemnified 
shall not be considered outstanding or entitled to vote; or
(d) The court in which such proceeding is or was pending, upon 
application made by the corporation, the agent or the attorney or 
other person rendering services in connection with the defense, 
whether or not such application by said agent, attorney or other 
person is opposed by the corporation.
Section 6: Advancement of Expenses.  Expenses incurred in 
defending any proceeding may be advanced by the corporation prior 
to the final disposition of such proceeding upon receipt of an 
undertaking by or on behalf of the agent to repay such amount if 
it shall be determined ultimately that the agent is not entitled 
to be indemnified as authorized in this Article Seven.
Section 7: Restriction on Indemnification.  No indemnification or 
advance shall be made under this Article Seven, except as provided 
in Sections 4 and 6 thereof, in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the Articles 
of Incorporation of the corporation, its bylaws, a resolution of 
the Shareholders or an agreement in effect at the time of the 
accrual of the alleged cause of action asserted in the proceeding 
in which the expenses were incurred or other amounts were paid 
which prohibits or otherwise limits indemnification; or   
(b) That it would be inconsistent with any condition expressly 
imposed by a court in approving a settlement.
Section 8: Non-Exclusive.  In the absence of any other basis for 
indemnification of an agent, the corporation can indemnify such 
agent pursuant to this Article Seven.  The indemnification 
provided by this Article Seven shall not be deemed exclusive of 
any other rights to which those seeking indemnification may be 
entitled under any statute, bylaw, agreement, vote of Shareholders 
or disinterested Directors or otherwise, both as to action in an 
official capacity and as to action in another capacity while 
holding such office.  The rights to indemnification under this 
Article Seven shall continue as to a person who has ceased to be a 
Director, officer, employee, or agent and shall inure to the 
benefit of the heirs, executors, and administrators of the person. 
 Nothing contained in this Section 8 shall affect any right to 
indemnification to which persons other than such Directors and 
officers may be entitled by contract or otherwise.
Section 9: Expenses as a Witness.  To the extent that any agent of 
the corporation is by reason of such position, or a position with 
another entity at the request of the corporation, a witness in any 
action, suit or proceeding, he or she shall be indemnified against 
all costs and expenses actually and reasonably incurred by him or 
her or on his or her behalf in connection therewith.
Section 10: Insurance.  The Board may purchase and maintain 
directors and officers liability insurance, at its expense, to 
protect itself and any Director, officer or other named or 
specified agent of the corporation or another corporation, 
partnership, joint venture, trust or other enterprise against any 
expense, liability or loss asserted against or incurred by the 
agent in such capacity or arising out of the agent's status as 
such, whether or not the corporation would have the power to 
indemnify the agent against such expense, liability or loss under 
the provisions of this Article Seven or under California Law.
Section 11: Separability.  Each and every paragraph, sentence, 
term and provision of this Article Seven is separate and distinct 
so that if any paragraph, sentence, term or provision hereof shall 
be held to be invalid or unenforceable for any reason, such 
invalidity or unenforceability shall not affect the validity or 
unenforceability of any other paragraph, sentence, term or 
provision hereof.  To the extent required, any paragraph, 
sentence, term or provision of this Article may be modified by a 
court of competent jurisdiction to preserve its validity and to 
provide the claimant with, subject to the limitations set forth in 
this Article and any agreement between the corporation and 
claimant, the broadest possible indemnification permitted under 
applicable law.  If this Article Seven or any portion thereof 
shall be invalidated on any ground by any court of competent 
jurisdiction, then the corporation shall nevertheless have the 
power to indemnify each Director, officer, employee, or other 
agent against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement with respect to any action, 
suit, proceeding or investigation, whether civil, criminal or 
administrative, and whether internal or external, including a 
grand jury proceeding and including an action or suit brought by 
or in the right of the corporation, to the full extent permitted 
by any applicable portion of this Article Seven that shall not 
have been invalidated by any other applicable law.
Section 12: Agreements.  Upon, and in the event of, a 
determination of the Board to do so, the corporation is authorized 
to enter into indemnification agreements with some or all of its 
Directors, officers, employees and other agents providing for 
indemnification to the fullest extent permissible under California 
law and the corporation's Articles of Incorporation.
Section 13: Retroactive Appeal.  In the event this Article Seven 
is repealed or modified so as to reduce the protection afforded 
herein, the indemnification provided by this Article shall remain 
in full force and effect with respect to any act or omission 
occurring prior to such repeal or modification. 
ARTICLE EIGHT
Obligations
All obligations of the corporation, including promissory notes, 
checks, drafts, bills of exchange, and contracts of every kind, 
and evidences of indebtedness issued in the name of, or payable 
to, or executed on behalf of the corporation, shall be signed or 
endorsed by such officer or officers, or agent or agents, of the 
corporation and in such manner as, from time to time, shall be 
determined by the Board.
ARTICLE NINE
Corporate Seal
The corporate seal shall set forth the name of the corporation, 
state, and date of incorporation.
ARTICLE TEN
Amendments
These bylaws may be adopted, amended, or repealed by the vote of 
Shareholders entitled to exercise a majority of the voting power 
of the corporation or by the written assent of such Shareholders. 
 Subject to such right of Shareholders, these bylaws, other than a 
bylaw or amendment thereof changing the authorized number of 
Directors, may be adopted, amended or repealed by the Board.
ARTICLE ELEVEN
Availability of Bylaws
A current copy of these bylaws shall be mailed or otherwise 
furnished to any Shareholder of record within five days after 
receipt of a request therefor.
 

 
 
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