SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

                                      FORM 10-Q


(Mark One)

 ...X..Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                                                    September 30, 1994
For the quarterly period ended..................................................
                                     Or   
   
 ......Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the transition period from __________________  to __________________________

Commission File Number 1-3779

                         SAN DIEGO GAS & ELECTRIC COMPANY
 ................................................................................
              (Exact name of registrant as specified in its charter)


       CALIFORNIA                                                  95-1184800
(State or other jurisdiction of                              (I.R.S. Employer 
incorporation or organization)                            Identification No.)

101 ASH STREET, SAN DIEGO, CALIFORNIA                                   92101 
 ................................................................................
(Address of principal executive offices)                           (Zip Code)
                                                                         
                                                               (619) 696-2000
Registrant's telephone number, including area code..............................

                                  No Change
 ................................................................................
Former name, former address and former fiscal year, if changed since last report

     Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                   Yes...X... No......

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                                                                  116,475,955
Common Stock outstanding October 31, 1994 .....................................





                    PART I - FINANCIAL INFORMATION
                   SAN DIEGO GAS & ELECTRIC COMPANY
                  STATEMENTS OF CONSOLIDATED INCOME
               (In thousands except per share amounts)

                                                           Three Months Ended
                                                               September 30,
                                                            1994         1993
                                                         ----------   ----------
                                                              (Unaudited)
Operating Revenues                                                   
 Electric .  .  .  .  .  .  .  .  .  .  .                $387,144     $390,570
 Gas   .  .  .  .  .  .  .  .  .  .  .  .                  75,261       77,078
 Diversified operations  .  .  .  .  .  .                  29,081       27,387
                                                         ----------   ----------
  Total operating revenues  .  .  .  .  .                 491,486      495,035
                                                         ----------   ----------
Operating Expenses                                                   
 Electric fuel  .  .  .  .  .  .  .  .  .                  42,311       44,436
 Purchased power   .  .  .  .  .  .  .  .                  93,409       87,080
 Gas purchased for resale   .  .  .  .  .                  24,567       32,779
 Maintenance .  .  .  .  .  .  .  .  .  .                  15,400       20,569
 Depreciation and decommissioning .  .  .                  66,082       63,156
 Property and other taxes   .  .  .  .  .                  11,221       11,046
 Other .  .  .  .  .  .  .  .  .  .  .  .                 112,076      123,845
 Income taxes   .  .  .  .  .  .  .  .  .                  43,797       35,267
                                                        ----------   ----------
  Total operating expenses  .  .  .  .  .                 408,863      418,178
                                                        ----------   ----------
Operating Income                                           82,623       76,857
                                                        ----------   ----------
Other Income and (Deductions)                                        
 Allowance for equity funds used
  during construction .  .  .  .  .  .  .                   1,196        3,775
 Taxes on nonoperating income  .  .  .  .                  (2,349)      (1,129)
 Other--net  .  .  .  .  .  .  .  .  .  .                   5,470        4,818
                                                        ----------   ----------
  Total other income and (deductions)   .                   4,317        7,464
                                                        ----------   ----------
Income Before Interest Charges                             86,940       84,321
                                                        ----------   ----------

Interest Charges                                                     
 Long-term debt .  .  .  .  .  .  .  .  .                  23,534       22,608
 Short-term debt and other  .  .  .  .  .                   3,959        3,600
 Allowance for borrowed funds used 
  during construction .  .  .  .  .  .  .                    (342)        (985)
                                                        ----------   ----------
  Net interest charges   .  .  .  .  .  .                  27,151       25,223
                                                        ----------   ----------
Net Income (before preferred dividend
 requirements)  .  .  .  .  .  .  .  .  .                  59,789       59,098
Preferred Dividend Requirements   .  .  .                   1,916        2,282
                                                        ----------   ----------
Earnings Applicable to Common Shares .  .                 $57,873      $56,816
                                                        ==========   ==========
Average Common Shares Outstanding .  .  .                 116,475      116,335
                                                        ==========   ==========
Earnings Per Common Share   .  .  .  .  .                   $0.50        $0.49
                                                        ==========   ==========
Dividends Declared Per Common Share  .  .                   $0.38        $0.37
                                                        ==========   ==========


                  See notes to consolidated financial statements.






                                            2











                    PART I - FINANCIAL INFORMATION
                   SAN DIEGO GAS & ELECTRIC COMPANY
                  STATEMENTS OF CONSOLIDATED INCOME
               (In thousands except per share amounts)

                                                            Nine Months Ended
                                                               September 30,
                                                            1994         1993
                                                         ----------   ----------
                                                              (Unaudited)
Operating Revenues                                                   
 Electric .  .  .  .  .  .  .  .  .  .  .              $1,115,061   $1,111,218
 Gas   .  .  .  .  .  .  .  .  .  .  .  .                 252,371      257,190
 Diversified operations  .  .  .  .  .  .                  91,452       86,230
                                                        -----------  -----------
  Total operating revenues  .  .  .  .  .               1,458,884    1,454,638
                                                        -----------  -----------
Operating Expenses                                                   
 Electric fuel  .  .  .  .  .  .  .  .  .                 110,677      126,076
 Purchased power   .  .  .  .  .  .  .  .                 256,376      245,126
 Gas purchased for resale   .  .  .  .  .                 105,312      122,873
 Maintenance .  .  .  .  .  .  .  .  .  .                  47,970       55,472
 Depreciation and decommissioning .  .  .                 197,255      185,471
 Property and other taxes   .  .  .  .  .                  33,717       33,883
 Other .  .  .  .  .  .  .  .  .  .  .  .                 365,184      349,388
 Income taxes   .  .  .  .  .  .  .  .  .                 119,410      113,327
                                                       -----------   -----------
  Total operating expenses  .  .  .  .  .               1,235,901    1,231,616
                                                       -----------   -----------
Operating Income                                          222,983      223,022
                                                       -----------   -----------
Other Income and (Deductions)                                        
 Writedown of intangibles.  .  .  .  .  .                 (59,116)          --
 Writedown of real estate.  .  .  .  .  .                 (25,000)          --
 Allowance for equity funds used
  during construction .  .  .  .  .  .  .                   6,036       13,851
 Taxes on nonoperating income  .  .  .  .                   9,853       (2,261)
 Other--net  .  .  .  .  .  .  .  .  .  .                   8,494        4,245
                                                       -----------   -----------
  Total other income and (deductions)   .                 (59,733)      15,835
                                                       -----------   -----------
Income Before Interest Charges                            163,250      238,857
                                                       -----------   -----------

Interest Charges                                                     
 Long-term debt .  .  .  .  .  .  .  .  .                  69,038       71,211
 Short-term debt and other  .  .  .  .  .                  10,426        8,971
 Allowance for borrowed funds used 
  during construction .  .  .  .  .  .  .                  (2,580)      (3,229)
                                                       -----------   -----------
  Net interest charges   .  .  .  .  .  .                  76,884       76,953
                                                       -----------   -----------
Net Income (before preferred dividend
 requirements)  .  .  .  .  .  .  .  .  .                  86,366      161,904
Preferred Dividend Requirements   .  .  .                   5,747        6,645
                                                       -----------   -----------
Earnings Applicable to Common Shares .  .                 $80,619     $155,259
                                                       ===========  ===========
Average Common Shares Outstanding .  .  .                 116,480      115,901
                                                       ===========  ===========
Earnings Per Common Share   .  .  .  .  .                   $0.69        $1.34
                                                       ===========  ===========
Dividends Declared Per Common Share  .  .                   $1.14        $1.11
                                                       ===========  ===========


                  See notes to consolidated financial statements.


                                            3













                   SAN DIEGO GAS & ELECTRIC COMPANY
                     CONSOLIDATED BALANCE SHEETS
                      (In thousands of dollars)

                                               September 30,     December 31,
                                                    1994             1993
                                               --------------   -------------
                                                 (Unaudited)
                            ASSETS
Utility plant--at original cost .  .  .         $5,281,870       $5,134,251   
Accumulated depreciation and                            
 decommissioning .  .  .  .  .  .  .  .         (2,147,059)      (2,016,618)
                                               -------------    -------------
 Utility plant--net .  .  .  .  .  .  .          3,134,811        3,117,633
                                               -------------    -------------
Investments and other property  .  .  .            460,473          464,101
                                               -------------    -------------
Current assets                                                   
 Cash and temporary investments .  .  .             43,989           17,450
 Accounts receivable   .  .  .  .  .  .            213,391          205,712
 Notes receivable   .  .  .  .  .  .  .             30,475           29,201
 Inventories  .  .  .  .  .  .  .  .  .             96,392           84,922
 Other  .  .  .  .  .  .  .  .  .  .  .             37,630           40,810
                                               -------------    -------------
   Total current assets   .  .  .  .  .            421,877          378,095
                                               -------------    -------------

Construction funds held by trustee .  .                --            58,042
Goodwill   .  .  .  .  .  .  .  .  .  .                --            53,921
Deferred taxes recoverable in rates   .            286,452          311,564
Deferred charges and other assets  .  .            276,220          318,880
                                               -------------    -------------
  Total .  .  .  .  .  .  .  .  .  .  .         $4,579,833       $4,702,236
                                               =============    =============

                CAPITALIZATION AND LIABILITIES
Capitalization                                                  
 Common equity   .  .  .  .  .  .  .  .         $1,463,124       $1,516,240
 Preferred stock not subject to
  mandatory redemption .  .  .  .  .  .             93,493           93,493
 Preferred stock subject to 
  mandatory redemption .  .  .  .  .  .             25,000           25,000
 Long-term debt  .  .  .  .  .  .  .  .          1,337,996        1,411,948
                                               -------------    -------------
   Total capitalization   .  .  .  .  .          2,919,613        3,046,681
                                               -------------    -------------
Current liabilities                                              
 Short-term borrowings .  .  .  .  .  .             39,800          131,197
 Long-term debt 
  redeemable within one year .  .  .  .            115,000           88,000
 Current portion of long-term debt .  .             92,241           76,161
 Accounts payable   .  .  .  .  .  .  .            109,041          166,622
 Dividends payable  .  .  .  .  .  .  .             46,177           44,962
 Taxes accrued   .  .  .  .  .  .  .  .             79,912           36,830
 Interest accrued   .  .  .  .  .  .  .             25,220           20,396
 Regulatory balancing accounts
  overcollected -- net .  .  .  .  .  .            118,308           33,179
 Other  .  .  .  .  .  .  .  .  .  .  .            120,350          104,353
                                               -------------    -------------
  Total current liabilities  .  .  .  .            746,049          701,700
                                               -------------    -------------
Customer advances for construction .  .             38,277           41,729
Accumulated deferred income taxes--net.            495,323          520,076
Accumulated deferred investment 
 tax credits  .  .  .  .  .  .  .  .  .            110,340          114,159
Deferred credits and other liabilities             270,231          277,891
                                               -------------    -------------
   Total                                        $4,579,833       $4,702,236
                                               =============   =============

                   See notes to consolidated financial statements.

                                             4









                   SAN DIEGO GAS & ELECTRIC COMPANY
                STATEMENTS OF CONSOLIDATED CASH FLOWS
                      (In thousands of dollars)

                                                            Nine Months Ended
                                                               September 30,
                                                          1994          1993
                                                       ----------    ----------
                                                              (Unaudited)
Cash Flows From Operating Activities                                           
 Net Income .  .  .  .  .  .  .  .  .  .  .  .           $86,366      $161,904
 Adjustments to reconcile net income to                       
 net cash provided by operating activities
  Writedown of intangibles .  .  .  .  .  .  .            59,116            --
  Writedown of real estate .  .  .  .  .  .  .            25,000            --
  Depreciation and decommissioning  .  .  .  .           197,255       185,471 
  Amortization of deferred charges 
   and other assets  .  .  .  .  .  .  .  .  .             9,647         4,443
  Amortization of deferred credits
   and other liabilities.  .  .  .  .  .  .  .           (22,622)      (11,332)
  Allowance for equity funds 
   used during construction.  .  .  .  .  .  .            (6,036)      (13,851)
  Deferred income taxes 
   and investment tax credits .  .  .  .  .  .           (15,538)      (28,592)
  Other--net   .  .  .  .  .  .  .  .  .  .  .            31,304        11,571
 Changes in working capital components:
  Accounts and notes receivable  .  .  .  .  .            (8,953)      (17,688)
  Regulatory balancing accounts  .  .  .  .  .            85,129        26,025
  Inventories  .  .  .  .  .  .  .  .  .  .  .           (11,470)      (17,792)
  Other current assets  .  .  .  .  .  .  .  .             3,180         4,958
  Accrued interest and taxes  .  .  .  .  .  .            51,059        75,782
  Accounts payable 
   and other current liabilities .  .  .  .  .           (41,584)      (13,028)
                                                       ----------    ----------
    Net cash provided by operating activities            441,853       367,871
                                                       ----------    ----------
Cash Flows From Financing Activities                         
 Dividends paid   .  .  .  .  .  .  .  .  .  .          (137,315)     (133,552)
 Short-term borrowings--net.  .  .  .  .  .  .           (91,397)          598
 Issuances of long-term debt  .  .  .  .  .  .                --       334,893
 Repayment of long-term debt  .  .  .  .  .  .           (26,733)     (501,148)
 Sale (redemption) of common stock  .  .  .  .              (929)       36,777
 Issuances of preferred stock .  .  .  .  .  .                --        34,694
 Redemption of preferred stock   .  .  .  .  .                --       (20,370)
                                                       ----------    ----------
   Net cash used by financing activities  .  .          (256,374)     (248,108)
                                                       ----------    ----------
Cash Flows From Investing Activities                         
 Utility construction expenditures  .  .  .  .          (197,715)     (208,908)
 Withdrawals from construction 
  trust funds - net  .  .  .  .  .  .  .  .  .            58,042       145,979 
 Contributions to decommissioning funds   .  .           (16,527)      (16,527)
 Leasing investments .  .  .  .  .  .  .  .  .                --       (19,729)
 Other--net .  .  .  .  .  .  .  .  .  .  .  .            (2,740)       (6,816)
                                                       ----------    ----------
   Net cash used by investing activities  .  .          (158,940)     (106,001)
                                                       ----------    ----------
Net increase   .  .  .  .  .  .  .  .  .  .  .            26,539        13,762
Cash and temporary investments, 
 beginning of period .  .  .  .  .  .  .  .  .            17,450        11,079
                                                       ----------    ----------
Cash and temporary investments,
 end of period .  .  .  .  .  .  .  .  .  .  .           $43,989       $24,841
                                                       ==========    ==========
Supplemental Disclosures of Cash Flow Information
 Income tax payments .  .  .  .  .  .  .  .  .           $81,219       $71,484
                                                       ==========    ==========
 Interest payments,
  net of amounts capitalized  .  .  .  .  .  .           $72,060       $80,047
                                                       ==========    ==========
Supplemental Schedule of Noncash Investing and 
 Financing Activities                                         
  Leasing investments   .  .  .  .  .  .  .  .           $    --      $150,880
  Real estate investments  .  .  .  .  .  .  .            10,641        66,910
                                                       ----------    ----------
   Total assets acquired   .  .  .  .  .  .  .            10,641       217,790
  Cash paid    .  .  .  .  .  .  .  .  .  .  .               (52)      (28,189)
                                                       ----------    ----------
  Liabilities assumed   .  .  .  .  .  .  .  .           $10,589      $189,601
                                                       ==========    ==========
                    See notes to consolidated financial statements.
                                               5



                             SAN DIEGO GAS & ELECTRIC COMPANY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

1.    GENERAL

      SDG&E believes all adjustments necessary to present a fair
      statement of the consolidated financial position and results
      of operations for the periods covered by this report,
      consisting of recurring accruals, have been made.  Certain
      prior year amounts have been reclassified for comparability. 


      SDG&E's significant accounting policies are described in the
      notes to consolidated financial statements in its 1993 Annual
      Report to Shareholders. SDG&E follows the same accounting
      policies for interim reporting purposes. 

      This quarterly report should be read in conjunction with
      SDG&E's 1993 Annual Report on Form 10-K and its Quarterly
      Reports on Form 10-Q for the three months ended March 31, 1994
      and June 30, 1994. The consolidated financial statements and
      Management's Discussion & Analysis of Financial Condition and
      Results of Operations included in SDG&E's 1993 Annual Report
      to Shareholders were incorporated by reference into SDG&E's
      1993 Annual Report on Form 10-K and filed as an exhibit
      thereto.

2.    MATERIAL CONTINGENCIES

      INVESTMENT IN WAHLCO ENVIRONMENTAL SYSTEMS, INC.

      SDG&E's investment in and advances to Wahlco aggregate $23
      million at September 30, 1994 after the writedown of Wahlco's
      goodwill and other assets as described below and in Note 3. 
      At September 30, 1994, Wahlco had consolidated net assets of
      $9 million. During the years ended December 31, 1991, 1992 and
      1993, Wahlco's net income (loss) was $12 million, ($13
      million) and ($11 million). During those years Wahlco's cash
      flow provided by (used in) operations was $7 million, ($7
      million) and ($12 million). For the nine months ended
      September 30, 1994 Wahlco had a net loss but its operations
      provided a positive cash flow. 

      Historically, Wahlco's primary and most profitable product
      line has been flue gas conditioning equipment, which is sold
      to utilities with coal-fired generating plants. Since the
      passage of the 1990 Clean Air Act Amendments, Wahlco's
      prospects for future profitability have been significantly
      associated with the size and timing of flue gas conditioning
      equipment orders from utilities responding to that
      legislation. Phase I of that legislation requires certain
      utilities to submit compliance plans to the Environmental
      Protection Agency by February 28, 1993 and to be in compliance
      by January 1, 1995. Phase II requires the remaining utilities
      with coal-fired generation to be in compliance by January 1,
      2000.

      Thus far, sales of and orders for flue gas conditioning
      equipment have not reached anticipated levels in the United
      States as a result of many companies' delaying decisions on
      how to comply with the Clean Air Act, and as a result of
      increasing competition from the availability of federal
      pollution credits, aggressive pricing strategies by
      competitors, alternative methods of compliance, such as fuel
      blending, and other options. In late 1993 Wahlco recorded a
      restructuring charge to reflect the planned relocation of
      Wahlco's manufacturing operations in Canada and West Virginia
      to its other U.S. facilities. Wahlco has also recently reduced
      the number of employees by one-third and reduced its
      manufacturing square footage by about one-half. SDG&E
      continues to consider alternative strategies relative to its
      investment in Wahlco. Continued operating losses or the
      implementation of other strategies could lead to the further
      writeoff of a significant portion of SDG&E's remaining
      investment in Wahlco, resulting in a further adverse effect on
      SDG&E's earnings.


                                               6





                      SAN DIEGO GAS & ELECTRIC COMPANY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

SAN ONOFRE NUCLEAR GENERATING STATION UNITS 2 & 3 

      SDG&E and the CPUC's Division of Ratepayer Advocates have
      signed a Memorandum of Understanding to negotiate a settlement
      on the recovery of costs associated with SONGS. Among the
      terms to be negotiated is a proposal to recover SONGS 2 and 3
      capital costs of more than $750 million over an eight-year
      period beginning in 1996, rather than over the anticipated
      operational life of the units, which is expected to extend to
      2013.  During the eight-year period, the authorized rate of
      return would be reduced from 9.03 percent to 7.52 percent
      (SDG&E's requested 1995 embedded cost of debt). SDG&E also
      proposes a pay-for-performance plan that would encourage
      continued efficient operation of the plant. Under the plan,
      customers would pay about four cents for every kilowatt-hour
      of electricity produced by the plants during the eight-year
      period. This pricing plan would replace the traditional method
      of recovering the units' operating expenses and capital
      improvements. This is intended to make the plants more
      competitive with other sources. However, SDG&E is unable to
      predict the impact of this proposal, if approved, on results
      of operations. Southern California Edison (majority owner and
      operator of SONGS) has signed a similar Memorandum of
      Understanding with the DRA. SDG&E, Edison and the DRA have
      scheduled a settlement conference for November 3. A CPUC
      decision is expected in the first half of 1995.

      NUCLEAR INSURANCE 

      Public liability claims that could arise from a nuclear
      incident are limited by law to $9 billion for each licensed
      nuclear facility.  For this exposure, SDG&E and the co-owners
      of the San Onofre units have purchased primary insurance of
      $200 million, the maximum amount available.  The remaining
      coverage is provided by secondary financial protection
      required by the Nuclear Regulatory Commission and provides for
      loss sharing among utilities owning nuclear reactors if a
      costly accident occurs.  SDG&E could be assessed retrospective
      premium adjustments of up to $50 million in the event of a
      nuclear incident involving any of the licensed, commercial
      reactors in the United States, if the amount of the loss
      exceeds $200 million. 

      Insurance coverage is provided for up to $2.8 billion of
      property damage and decontamination liability. Coverage is
      also provided for the cost of replacement power, which
      includes indemnity payments for up to two years, after a
      waiting period of 21 weeks. Coverage is provided primarily
      through mutual insurance companies owned by utilities with
      nuclear facilities.  If losses at any of the nuclear
      facilities covered by the risk-sharing arrangements were to
      exceed the accumulated funds available for these insurance
      programs, SDG&E could be assessed retrospective premium
      adjustments of up to $8 million. 

3.    WRITEDOWNS 

      In June 1994 SDG&E recorded writedowns related to the utility
      and its subsidiaries. The total amount of the writedowns was
      $96 million before income taxes. $59 million represents the
      writedown of goodwill and other intangible assets at Wahlco
      Environmental Systems as a result of the depressed air
      pollution-control market and increasing competition as
      described in Note 2. SDG&E also recorded a $25 million
      writedown of various commercial properties in Colorado Springs
      and in San Diego to reflect continuing declines in commercial
      real estate values. As a result of the California Public
      Utilities Commission's proposal to restructure the electric
      utility industry and the uncertainty concerning the impact of
      competition, SDG&E also recorded a $12 million writedown of
      various non-earning utility assets, including the South Bay
      Repower project. (Additional information on the CPUC's
      proposed industry restructuring and its potential impacts on
      SDG&E is provided below under "Regulatory Matters" in
      Management's Discussion & Analysis of Financial Condition and
      Results of Operations.)

                                      7





ITEM 2.
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

EARNINGS

      Earnings per share for the three months ended September 30,
      1994 were up $0.01 from the same period in 1993. Earnings per
      share for the nine months ended September 30, 1994 were down
      $0.65 from the same period in 1993 due to the writedowns
      described in Notes 2 and 3 of the notes to consolidated
      financial statements.

OPERATING REVENUE AND EXPENSE

      Gas purchased for resale decreased for the nine months ended
      September 30, 1994 from the corresponding 1993 period
      primarily due to lower sales volumes.

      Revenues from diversified operations for the nine months ended
      September 30, 1994 were up over the corresponding 1993 period,
      primarily due to Califia's increased leasing activities,
      partially offset by lower sales at Wahlco Environmental
      Systems, resulting from the continuing poor market for air
      pollution control products. Additional information concerning
      Wahlco is described in Note 2 of the notes to consolidated
      financial statements.

      Other operating expenses increased for the nine months ended
      September 30, 1994 from the corresponding 1993 period
      primarily due to Califia's increased leasing activities.

REGULATORY MATTERS:

      CALIFORNIA PUBLIC UTILITIES COMMISSION'S PROPOSED INDUSTRY
      RESTRUCTURING

      In April 1994 the CPUC announced its proposal to restructure
      California's regulated electric utility industry to stimulate
      competition and to lower rates. The proposed regulatory
      framework would be phased in over a six-year period. Beginning
      in 1996, the utilities' largest customers (i.e. customers
      receiving service at transmission voltages) would be allowed
      to purchase their energy from either utility or nonutility
      suppliers. Other industrial and commercial customers would
      have this choice by between 1997 and 1999 depending on their
      energy requirements. Residential customers would have this
      choice by 2002. The utilities would continue to provide
      transmission and distribution services to customers that
      switch to other suppliers. The CPUC also proposed that the
      cost of providing these services and the cost of serving
      remaining utility customers would be recovered through a
      performance-based ratemaking process, replacing traditional
      cost-of-service ratemaking. 

      The CPUC is holding several full-panel hearings and public-
      participation hearings to address comments on its proposal.
      These hearings involve discussions of whether the CPUC's
      proposal or some other form of a competitive market should be
      developed, whether direct access and retail competition would
      be necessary for the CPUC to achieve its industry
      restructuring objectives, how such a market would be
      structured, and how the cost of the transition to competition
      and cost of the various utility-sponsored social programs
      should be shared.

      Both the Federal Energy Regulatory Commission and the
      California legislature have raised the issue of whether the
      CPUC has the authority to unilaterally change the way rates
      are determined and power is sold, since several California
      statutes would need to be changed to accommodate the proposal
      and since the FERC would have jurisdiction over interstate
      power sales involving California's transmission network. The
      California legislature has passed a resolution forming an
      oversight committee to ensure the legislature's involvement in
      the policies proposed by the CPUC, and that the policies
      comply with 

                                    8




      federal and state laws and achieve the objectives
      of both competition and the various social programs that are
      currently funded through utility rates.  

      SDG&E has proposed a multi-step process for the transition to
      competition, including: the establishment of a schedule for
      the transition to a competitive market that would allow the
      recovery of the above-market cost of existing generating
      plants, including the SONGS units, without having a
      significant rate increase or an adverse impact on SDG&E's
      earnings; the development of a fully competitive, pool-based
      wholesale market with open access to the transmission system
      for all power generators; and, to avoid self-dealing concerns,
      the separation of fossil-fuel generation (power plants and
      cogeneration contracts), transmission, and distribution
      assets. SDG&E's proposal also foresees: the renegotiation of
      long-term purchased power contracts, including contracts with
      cogenerators, to lower the cost of contracts to market price,
      but also to allow the recovery of any excess contract costs
      and other transition costs by allocating these costs to all
      utility customers through a distribution charge included in
      retail rates; the replacement of the Biennial Resource Plan
      Update process with short-term resource procurement; and, once
      the wholesale market is in place, the establishment of direct
      access to the competitive wholesale market for all customers
      at the same time, beginning in four to five years, rather than
      over the phase-in period ending in 2002 as proposed by the
      CPUC. 

      As the restructuring of the industry evolves, SDG&E will
      become more vulnerable to competition. California utilities'
      rates are significantly higher than the national average.
      However, among the investor-owned utilities in California,
      SDG&E has been the lowest-cost producer and it has a lower
      concentration of industrial customers, which make its
      customers a less likely target for outside competitors. In
      addition, SDG&E has not built a power plant in over 10 years,
      which lowers the risk associated with the recovery of its
      power-plant investment.

      The accompanying balance sheet includes approximately $1
      billion of utility plant and regulatory assets related to
      generating facilities.  Recovery of these amounts is currently
      being collected in electric rates over various periods of time
      and the CPUC has stated that the recovery of remaining amounts
      will be provided for in the new environment. However, if the
      CPUC proceeds with the move to a competitive environment, if
      the prices of competing suppliers are as anticipated, and if
      the regulatory process does not provide for recovery of those
      costs that are in excess of what will otherwise be recoverable
      via market-based pricing structures, SDG&E would have to write
      off a significant portion of the carrying amount of the
      generating facilities and the related regulatory assets.
      Additional information concerning the recovery of SONGS, which
      is included in the above amount, is provided in Note 2 of the
      notes to consolidated financial statements. 

      A CPUC decision setting forth policy conclusions is expected
      in the first half of 1995. SDG&E cannot predict the impact of
      the CPUC's final decision and the transition to a more
      competitive environment on SDG&E's financial condition and
      results of operations.

      BIENNIAL RESOURCE PLAN UPDATE

      On October 13 the CPUC voted 5-0 to delay its ruling on the
      California utilities' petitions regarding the BRPU Decision
      and to postpone the BRPU auction process for an indefinite
      period. The CPUC had previously issued a "Notice of Intention
      to Rule" to assure parties that the utilities' petitions would
      be addressed at a future, unspecified date. 

      ENERGY COST ADJUSTMENT CLAUSE

      On October 17, 1994 SDG&E filed its 1995 Energy Cost
      Adjustment Clause application with the CPUC, requesting a
      decrease of $67 million in electric rates. The request
      reflects lower fuel and purchased power costs, and the
      amortization of previous overcollections from customers, 
      including a refund of $15 million of unspent revenues for
      demand-side management programs, partially offset by the two-
      year amortization of the Bayside Cogeneration contract
      termination payment. A CPUC decision is expected in April
      1995, with the resultant rates effective May 1, 1995. Under
      the

                                      9





      Performance-Based Ratemaking Generation and Dispatch and
      the Gas Procurement mechanisms, fuel and energy operations and
      expenses are not normally subject to CPUC reasonableness
      reviews; however, SDG&E's nuclear operations and gas storage
      operations remain subject to review. This proceeding will
      include a review of those operations for the period from
      August 1993 to July 1994. A CPUC decision is expected in
      August 1995.

      On October 31, 1994 SDG&E filed reports with the CPUC on the
      results of the Generation and Dispatch and the Gas Procurement
      mechanisms for the year ended July 31, 1994. SDG&E's fuel and
      purchased power expenses fell below the benchmarks for these
      mechanisms by $35 million. SDG&E's ECAC application (see
      above) and its current Biennial Cost Allocation Proceeding
      application give 75 percent of these savings to customers
      through lower rates. 

      PERFORMANCE-BASED RATEMAKING - BASE RATES

      On October 17, 1994, in conjunction with the ECAC application,
      SDG&E filed its 1995 Performance-Based Ratemaking Base Rate
      mechanism application with the CPUC, requesting a $40 million
      increase in electric rates and an $8 million increase in gas
      rates.  The requested increase is based on the PBR mechanism's
      revenue requirement formula for operating and maintenance
      expenses, SONGS refueling costs, and capital-related costs
      (including depreciation). A CPUC decision is expected in
      December 1994, to be effective January 1, 1995. The combined
      ECAC and PBR applications would result in an overall decrease
      of $27 million in electric rates. SDG&E's gas rate request
      will be combined with prior rate requests that are being
      considered by the CPUC, including SDG&E's Biennial Cost
      Allocation Proceeding, to be effective January 1, 1995. The
      combined request would result in an overall decrease in gas
      rates of $14 million. These requests exclude SDG&E's 1995 Cost
      of Capital request discussed below. 

      1995 COST OF CAPITAL APPLICATION

      On October 18, 1994 a CPUC Administrative Law Judge issued a
      preliminary decision on SDG&E's 1995 Cost of Capital
      application, recommending a return on equity of 11.65 percent
      for an overall rate of return of 9.57 percent and an increase
      in electric and gas rates of $21 million and $4 million,
      respectively. SDG&E is requesting a return on equity of 12.45
      percent for an overall rate of return of 9.95 percent and a
      $44 million increase in electric and gas rates. SDG&E's 1994
      authorized return on equity and rate of return are 10.85
      percent and 9.03 percent, respectively.  The ALJ recommended
      ROEs ranging from 11.30 percent to 11.70 percent for the six
      California investor-owned utilities.  A CPUC decision is
      expected by year end with rates effective January 1, 1995.

LIQUIDITY AND CAPITAL RESOURCES:

      Sources of cash for 1994 through 1998 are expected to consist
      of income from operations and issuances of stock and debt.
      Cash requirements for 1994 through 1998 include the
      construction program and retirements of long-term debt.  SDG&E
      conducts a continuing review of its construction, investment
      and financing programs. They are revised in response to
      changes in competition, customer growth, inflation, customer
      rates, the cost of capital, and environmental and regulatory
      requirements. 

      SDG&E anticipates that it will continue to have short-term
      borrowings in 1994 due to construction expenditures' exceeding
      the amount of available funds generated internally. SDG&E does
      not expect to issue preferred stock or long-term debt in 1994. 

      SDG&E's employee savings and common stock investment plans
      permit SDG&E to issue common stock or to purchase it on the
      open market.  Currently, SDG&E is purchasing the stock on the
      open market. 

                                            10




      SDG&E maintains its utility capital structure to obtain
      long-term financing at the lowest possible rates.  The
      following table lists key financial ratios for SDG&E's utility
      operations.  The capital structure at December 31, 1993 is
      shown net of construction funds held by trustee:

                                        September 30,            December 31,
                                              1994                  1993
                                         or the twelve           or the year
                                       months then ended         then ended   

      Pretax interest coverage                5.0X                    4.7X
      Internal cash generation                 81%                     78%
      Construction
        expenditures as a percent of
        capitalization                       11.8%                   12.0%
      Capital structure:
        Common equity                          47%                     47%
        Preferred stock                         4%                      4%
        Debt and leases                        49%                     49%

      Besides the effects of items discussed in the preceding pages,
      the changes in cash flows provided by operating activities for
      the nine months ended September 30, 1994 compared to the
      corresponding 1993 period were related to the changes in
      accounts payable and other current liabilities, and in
      balancing accounts. The change in accounts payable and other
      current liabilities was primarily due to lower accruals for
      construction activity and for employee compensation at
      September 30, 1994. The change in balancing accounts was
      primarily due to higher electric sales and lower-than-expected
      fuel and purchased power costs. Also for the above periods,
      the changes in cash flows related to financing activities were
      primarily due to the issuances of common stock and the
      refinancing of high-cost debt and preferred stock in 1993. The
      change in cash flows related to investing activities was
      primarily due to leasing investments occurring in 1993 and the
      withdrawal of the remaining balance in the construction trust
      fund in 1994. 

      Construction expenditures were $354 million in 1993 and are
      expected to be approximately $275 million in 1994. The level
      of expenditures in the next few years will depend heavily on
      the CPUC's proposed industry restructuring (as described in
      "Regulatory Matters" above), the timing of expenditures to
      comply with air emission reduction and other environmental
      requirements, and SDG&E's proposal to transport natural gas to
      Mexico. (Additional information concerning SDG&E's proposal to
      transport gas to Mexico is provided in SDG&E's 1993 Annual on
      Form 10-K.)   

                                            11



                              PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      There have been no significant subsequent developments in the
      Century Power, American Trails, Public Service Company of New
      Mexico, North City West or MTDB proceedings.  Background
      information concerning these and the following proceedings is
      contained in SDG&E's 1993 Annual Report on Form 10-K and in
      its March 31, 1994 and June 30, 1994 Quarterly Reports on Form
      10-Q. 

      Canadian Natural Gas Litigation:

      Bow Valley Energy, Inc. and Summit Resources Ltd. gave SDG&E
      notice that their natural gas supply contracts with SDG&E were
      terminated pursuant to provisions in the contracts purportedly
      giving them the right to do so.  SDG&E has responded that the
      notices were inappropriate and that it may seek both contract
      and tort damages. SDG&E cannot predict the ultimate outcome of
      these proceedings. 

      McCartin/Covalt Litigation:

      McCartin:

      On August 19, 1994 the plaintiffs filed a notice of appeal of
      the trial court's decision. SDG&E cannot predict the ultimate
      outcome of this proceeding.

      Covalt:

      On August 17, 1994 the California Court of Appeals agreed to
      rule on SDG&E's petition to review the ruling of an Orange
      County Superior Court judge who recently denied SDG&E's motion
      to dismiss the Covalt complaint.  Oral arguments are scheduled
      for November 16, 1994. SDG&E cannot predict the ultimate
      outcome of this proceeding.

      Transphase Systems Litigation:  

      On September 1, 1994 Transphase filed a petition with the
      United States Supreme Court to have the Court review the
      dismissal of its case by the lower courts.  On September 30,
      1994 SDG&E filed its opposition to the petition. SDG&E cannot
      predict the ultimate outcome of this proceeding.

      James Litigation:

      On August 11, 1994 defendants Southern California Edison, San
      Diego Gas & Electric Company and Combustion Engineering filed
      a motion to dismiss plaintiffs' complaint.  Oral argument on
      defendants' motion is set for December 12, 1994.  Trial is
      currently scheduled to begin on May 31, 1995. SDG&E cannot
      predict the ultimate outcome of this proceeding.

      Yuma Cogeneration Litigation:

      On September 28, 1994 SDG&E and the defendants Yuma
      Cogeneration Associates, California Energy Yuma Corporation,
      California Energy Development Corporation and California
      Energy Company, Inc. agreed to dismiss SDG&E's complaint with
      prejudice.  SDG&E's complaint was dismissed by the court on
      September 28, 1994.

                                  12




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits 

      Exhibit 12 - Computation of ratios 

      12.1 Computation of Ratio of Earnings to Combined Fixed
      Charges and Preferred Stock Dividends as required under
      SDG&E's August 1993 registration of 5,000,000 shares of
      Preference Stock (Cumulative). 

      Exhibit 27 - Financial Data Schedules

      27.1      Financial Data Schedules for the nine months ended
                September 30, 1994.

(b)   Reports on Form 8-K

      A Current Report on Form 8-K was filed on September 8, 1994
      announcing that SDG&E had reached an understanding with the
      California Public Utilities Commission's Division of Ratepayer
      Advocates to negotiate a settlement on the recovery of costs
      associated with the San Onofre Nuclear Generating Station.  

      A Current Report on Form 8-K was filed on October 26, 1994
      announcing the appointments of Thomas C. Stickel and William
      D. Jones to SDG&E's Board of Directors.

                                  13



                                      SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this quarterly report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                     SAN DIEGO GAS & ELECTRIC COMPANY
                                             (Registrant)                     


November 2, 1994                           By     /s/   F.  H.  Ault         
- ----------------                              ---------------------------- 
     Date                                           (Signature)          

                                                   F.  H.  Ault            
                                         Vice President and Controller

                                    14



                                    EXHIBIT 12.1

                          SAN DIEGO GAS & ELECTRIC COMPANY

            COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
                           AND PREFERRED STOCK DIVIDENDS
(Unaudited) Nine Months Ended 1989 1990 1991 1992 1993 9/30/94 ---------- ---------- ---------- ---------- ---------- ------------ Fixed Charges: Interest: Long-Term Debt $ 87,962 $ 97,894 $ 98,802 $100,776 $93,402 $ 69,038 Short-Term Debt 13,984 12,301 8,234 6,242 7,980 6,995 Amortization of Debt Discount and Expense, Less Premium 2,420 2,465 2,471 2,881 4,162 3,431 Interest Portion of Annual Rentals 23,664 20,898 18,067 14,677 19,206 16,688 ---------- ---------- ---------- ----------- ---------- ---------- Total Fixed Charges 128,030 133,558 127,574 124,576 124,750 96,152 ---------- ---------- ---------- ----------- ---------- ---------- Preferred Dividends Requirements 11,202 10,863 10,535 9,600 8,565 5,747 Ratio of Income Before Tax to Net Income 1.79480 1.75499 1.63017 1.72369 1.67794 2.26852 ---------- ---------- ---------- ----------- ---------- ---------- Preferred Dividends for Purpose of Ratio 20,105 19,064 17,174 16,547 14,372 13,037 ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Charges and Preferred Dividends for Purpose of Ratio $148,135 $152,622 $144,748 $141,123 $139,122 $109,189 ========== ========== ========== ========== ========== ========== Earnings: Net Income (before preferred dividend requirements) $179,434 $207,841 $208,060 $210,657 $218,715 $ 86,366 Add: Fixed Charges (from above) 128,030 133,558 127,574 124,576 124,750 96,152 Less: Fixed Charges Capitalized 3,481 3,306 2,907 2,242 5,789 5,051 Taxes on Income 142,614 156,917 131,114 152,451 148,275 109,557 ---------- ---------- ---------- ---------- ---------- ----------- Total Earnings for Purpose of Ratio $446,597 $495,010 $463,841 $485,442 $485,951 $287,024 ========== ========== ========== ========== ========== =========== Ratio of Earnings to Combined Fixed Charges and Preferred Dividends 3.01 3.24 3.20 3.44 3.49 2.63 ========== ========== ========== ========== ========== ===========
 

UT 1000 9-MOS DEC-31-1994 SEP-30-1994 PER-BOOK 3,134,811 460,473 421,877 166,282 396,390 4,579,833 291,190 564,264 607,670 1,463,124 25,000 93,493 1,118,967 39,800 117,548 0 198,974 0 101,481 8,267 1,413,179 4,579,833 1,458,884 119,410 1,116,491 1,235,901 222,983 (59,733) 163,250 76,884 86,366 5,747 80,619 132,783 62,334 441,853 0.69 0.69