(Rule 14a-101)
             INFORMATION REQUIRED IN PROXY STATEMENT
                    SCHEDULE 14A INFORMATION

    Proxy Statement Pursuant to Section 14(a) of the 
Securities
              Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant  [X] 
Filed by a Party other than the Registrant  [ ] 

Check the appropriate box:

[ ] Preliminary Proxy Statement      
[ ]Confidential, for Use of the Commission
    Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 
14a-12

                    San Diego Gas and Electric Company
_____________________________________________________________

             (Name of Registrant as Specified in its Charter)
_____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than 
Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]    $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-
       6(i)(1), or 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.

[ ]   $500 per each party to the controversy pursuant to 
      Exchange Act Rule 14a-6(i)(3).

[ ]   Fee computed on table below per Exchange Act Rules 14a-
      6(i)(4) and 0-11.

(1)     Title of each class of securities to which 
transaction applies:
- -------------------------------------------------------------

(2)     Aggregate number of securities to which transactions 
applies:
- -------------------------------------------------------------

(3)     Per unit price or other underlying value of 
transaction computed pursuant to Exchange Act Rule 0-11.
- -------------------------------------------------------------


(4)     Proposed maximum aggregate value of transaction:

- -------------------------------------------------------------

(5)     Total fee paid:
- -------------------------------------------------------------


[ ]  Fee paid previously with preliminary materials.


[ ]     Check box if any part of the fee is offset as 
provided by Exchange Act Rule 0-11(a)(2) and identify the 
filing for which the offsetting fee was paid previously.  
Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.

(1)     Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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San Diego Gas & Electric Company 
An Enova company


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
APRIL 23, 1996


<PAGE>

San Diego Gas & Electric Company 



Dear Shareholder: 


You are invited to attend the 1996 Annual Meeting of San 
Diego Gas & Electric Company shareholders at 2:00 p.m. on 
Tuesday, April 23, 1996, in the Auditorium, Corporate 
Headquarters, 101 Ash Street, San Diego, California. 

During the meeting, the business of San Diego Gas & Electric 
Company will be reviewed. 

Whether or not you plan to attend the meeting, please fill 
out, sign and return your proxy card right away. Your vote is 
very important. 


Sincerely yours, 






Thomas A. Page 
Chairman 


<PAGE>

Map and Directions to 1996 Annual Meeting 



Directions to SDG&E's 
Corporate Headquarters. 
Please park in the Ace parking lot,
enter on Second or Third Avenue.
Enter SDG&E building on Ash Street. 

From the North 
Driving South on Interstate 5: 
Take I-5 South to Front Street/Civic Center.
Exit Front Street. Make left on A Street. Go
three blocks to Third Avenue. Make left on
Third Avenue. 

From the South 
Driving North on Interstate 5: 
Take I-5 North to Sixth Avenue/Downtown.
Make left on Sixth Avenue. Go three blocks
to Ash Street. Make right on Ash Street. Go
four blocks to Second Avenue. 

From the East 
Driving West on Interstate 8: 
Take I-8 West to 163 South. Exit Ash Street.
Go seven blocks west to Second Avenue. 


<PAGE>

Notice of Annual Meeting of Shareholders of San Diego Gas & 
Electric Company 
San Diego Gas & Electric Company 
P.O. Box 1831, 101 Ash Street 
San Diego, California 92112-4150 


Tuesday, April 23, 1996 

The annual meeting of shareholders of San Diego Gas & 
Electric Company will be held on Tuesday, April 23, 1996, at 
2:00 p.m. in the Auditorium, Corporate Headquarters, 101 Ash 
Street, San Diego, California, to: 

1.     Elect 11 persons as directors of San Diego Gas & 
Electric Company--the names of the 11 nominees intended to be 
presented for election are Richard C. Atkinson, Stephen L. 
Baum, Ann Burr, Richard A. Collato, Daniel W. Derbes, Donald 
E. Felsinger, Robert H. Goldsmith, William D. Jones, Ralph R. 
Ocampo, Thomas A. Page and Thomas C. Stickel; and 

2.     Act upon such other business as may properly come 
before the meeting. 

The board of directors has fixed the close of business on 
March 1, 1996 as the record date for the determination of 
shareholders entitled to notice of and to vote at the meeting 
and any adjournment or postponement thereof. It is 
anticipated that the proxy material will be mailed to 
shareholders on or about the date of this notice. 


San Diego, California                    By order of the 
Board of Directors 
M
arch 11, 1996                           Thomas A. Page 
                                         Chairman 

YOUR VOTE IS IMPORTANT! Please sign and return your enclosed 
proxy promptly, even if you expect to attend the meeting. A 
business reply envelope is enclosed for your convenience in 
returning the proxy. It requires no postage if mailed within 
the United States. 


<PAGE>



                Notice of Annual Meeting of Shareholders 

                         and Proxy Statement 

                       Tuesday, April 23, 1996 


Contents                                                               Page
Proxy Statement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

  Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

  Meeting Date, Voting, Proxies  . . . . . . . . . . . . . . . . . . . . 1

  Election of Directors  . . . . . . . . . . . . . . . . . . . . . . . . 2

    Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

    Board Meetings/Committees  . . . . . . . . . . . . . . . . . . . . . 5

    Security Ownership of Management and Certain Beneficial Holders  . . 6

    Executive Compensation and Transactions with Management and Others . 8

  Relationship with Independent Public Accountant  . . . . . . . . . . .20

  Annual Report and Availability of Form 10-K  . . . . . . . . . . . . .20

  Shareholder Proposals for 1997 Annual Meeting  . . . . . . . . . . . .20

  Proxy Solicitations  . . . . . . . . . . . . . . . . . . . . . . . . .20

  Other Business to Be Brought Before the Annual Meeting . . . . . . . .20

<PAGE>


                       San Diego Gas & Electric Company 

                             ____________________
 
                              Proxy Statement 
                             ____________________


Introduction 

     This Proxy Statement is provided to the shareholders of 
San Diego Gas & Electric Company (SDG&E) in connection with 
its 1996 annual meeting of shareholders, together with any 
adjournments or postponements thereof (the Annual Meeting). 
The Annual Meeting is scheduled to be held on Tuesday, April 
23, 1996 at 2:00 p.m., in the Auditorium, Corporate 
Headquarters, 101 Ash Street, San Diego, California. 

     This Proxy Statement and the enclosed proxy were first 
mailed on or about March 11, 1996 to shareholders entitled to 
vote at the Annual Meeting. 

     Mail to SDG&E should be addressed to Shareholder 
Services, San Diego Gas & Electric Company, P.O. Box 1831, 
San Diego, CA 92112-4150. 


Meeting Date, Voting, Proxies 

     The board of directors of San Diego Gas & Electric 
Company is soliciting proxies for use at its Annual Meeting, 
and a form of proxy is being provided with this Proxy 
Statement. Any proxy may be revoked at any time before it is 
exercised by filing a written notice of revocation with 
SDG&E, or by presenting an executed proxy bearing a later 
date at or before the Annual Meeting. A shareholder also may 
revoke a proxy by attending the Annual Meeting and voting in 
person. However, attendance at the Annual Meeting will not in 
and of itself constitute revocation of a proxy. All shares 
represented by valid proxies will be voted as specified in 
this Proxy Statement. 

     The board of directors has fixed the close of business 
on March 1, 1996 as the record date (the Record Date) for the 
determination of shareholders entitled to notice of and to 
vote at the Annual Meeting. At the close of business on the 
Record Date there were 116,583,358 shares of SDG&E Common 
Stock, without par value, 1,373,770 shares of SDG&E 
Cumulative Preferred Stock, $20 par value per share, and 
3,040,000 shares of SDG&E Preference Stock (Cumulative), 
without par value, outstanding. All outstanding shares of 
SDG&E Common Stock are owned by Enova Corporation (Enova). 

     Each share of SDG&E Cumulative Preferred Stock is 
entitled to two votes and each share of SDG&E Common Stock 
(all of which is held by Enova) is entitled to one vote on 
each matter considered by SDG&E shareholders. Each share of 
SDG&E Preference Stock (Cumulative) has voting rights only in 
limited circumstances described in SDG&E's Restated Articles 
of Incorporation and as allowed by California law. Shares of 
SDG&E Preference Stock (Cumulative) do not vote in the 
election of directors. Unless otherwise indicated herein, 
shares of SDG&E Common Stock and SDG&E Cumulative Preferred 
Stock are referred to as "shares." 

     Shares represented by properly executed proxies received 
by SDG&E prior to or at the Annual Meeting will be voted at 
the Annual Meeting in accordance with the instructions 
specified in such proxies. If no instructions are specified 
in a proxy, shares represented thereby will be voted "FOR" 
the election of the nominees for directors of the board of 
directors, unless authority to vote is withheld as provided 
in the proxy. In the event that any other matters properly 
come before the Annual Meeting, the holders of proxies 
solicited by the board of directors will vote on those 
matters in accordance with their judgment, and discretionary 
authority to do so is included in the enclosed proxy. 

     Shares represented by proxies in which authority to vote 
is "WITHHELD" with respect to any nominee will be counted in 
the number of votes cast, but will not be counted as votes 
for or against the nominee. If a broker or other nominee 
holding shares for a beneficial owner does not vote on a 
nominee, the shares will not be counted in the number of 
votes cast. 

     THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THEIR 
NOMINEES FOR DIRECTORS. 

                                       1

<PAGE>

                             ELECTION OF DIRECTORS 

                           (Item No. 1 on Proxy Card) 

     There are presently 12 members on the board of 
directors. Catherine T. Fitzgerald has indicated she will not 
stand for re-election at the Annual Meeting and the board 
will be reduced to 11 members as a result. The board has 
nominated these 11 current members of the board to be 
reelected. Each nominee, except for Mr. Donald E. Felsinger, 
presently serves as a director of SDG&E and Enova. Directors 
elected to the board will serve a one-year term expiring in 
1997. 

     Should any of the nominees for the board of directors 
become unavailable (an event which is not anticipated), and 
the size of the board is not reduced accordingly, proxies 
will be voted for the remainder of the listed nominees and 
for such other nominees as may be designated by the board as 
replacements for those who become unavailable. The nominees 
for the board of directors receiving the highest number of 
affirmative votes of the shares entitled to vote for such 
nominees shall be elected as directors. Votes withheld from 
any nominee are counted for purposes of determining the 
presence or absence of a quorum, but have no other legal 
effect under California law. 

     The board of director's nominees for reelection at the 
Annual Meeting are R. C. Atkinson, S. L. Baum, A. Burr, R. A. 
Collato, D. W. Derbes, D. E. Felsinger, R. H. Goldsmith, W. 
D. Jones, R. R. Ocampo, T. A. Page and T. C. Stickel. 

     A brief biography of each nominee for election as a 
director is presented below. 

Nominees 


Richard C. Atkinson, Ph.D. 
[picture] 
Dr. Atkinson is president of the University of California. He 
served as the chancellor of the University of California at 
San Diego from 1980 to 1995. He is a director of Qualcomm, 
Inc. Before joining UCSD, he served as director of the 
National Science Foundation. He is a former long-term member 
of the faculty at Stanford University. 

Age 66 

Director of Enova (Class I) since 1994; Director of SDG&E 
since 1992; 
Member of the Audit (Chairman) and Executive Committees of 
Enova and SDG&E. 

                                         2


<PAGE>


Stephen L. Baum 
[picture] 
Mr. Baum has been the president and chief executive officer 
of Enova and a member of the Enova and SDG&E boards since 
January 1, 1996. He joined SDG&E as vice president and 
general counsel in 1985, and became senior vice president and 
general counsel in 1987. Mr. Baum was appointed as an 
executive vice president in January 1993. He is a director of 
Pacific Diversified Capital Company (PDC). 

Age 55 

Director of Enova (Class I) and SDG&E since January 1996. 


Ann Burr 
[picture] 
Ms. Burr is president of the Rochester, N. Y. Division of 
Time Warner Communica-tions. She was formerly president of 
the San Diego Division of Time Warner Cable, which includes 
Southwestern Cable TV and American Cablevision of Coronado. 

Age 49 

Director of Enova (Class I) since 1994; Director of SDG&E 
since 1993; Member of the Audit and Nominating Committees of 
Enova and SDG&E. 


Richard A. Collato 
[picture] 
Mr. Collato has been president and chief executive officer of 
the YMCA of San Diego County since January 1981. He is a 
former director of Y-Mutual Ltd., a reinsurance company, and 
is a trustee of Springfield College and a director of the 
Armed Services YMCA of the USA. 

Age 52 

Director of Enova (Class I) since 1994; Director of SDG&E 
since 1993; Member of the Finance and Nominating Committees 
of Enova and SDG&E. 


Daniel W. Derbes 
[picture] 
Mr. Derbes is president of Signal Ventures. From November 
1985 until December 31, 1988, he was president of Allied-
Signal International Inc. and executive vice president of 
Allied-Signal Inc., a multi-national advanced technologies 
company. Mr. Derbes is a director of Oak Industries, Inc., 
WD-40 Co. and PDC. He also is the chairman of the Board of 
Trustees of the University of San Diego. 

Age 65 

Director of Enova (Class II) since 1994; Director of SDG&E 
since 1983; Member of the Finance (Chairman), Executive 
Compensation and Technology Committees of Enova and SDG&E. 

                                       3

<PAGE>


Donald E. Felsinger 
[picture] 
Mr. Felsinger has been the president and chief executive 
officer of SDG&E and a member of the SDG&E board since 
January 1, 1996. He was first appointed a vice president of 
SDG&E in 1983 and became a senior vice president in January 
1992. Mr. Felsinger was appointed an executive vice president 
in January 1993. 

Age 48 

Director of SDG&E since January 1996. 


Robert H. Goldsmith 
[picture] 
Mr. Goldsmith is a management consultant. He is a former 
chairman, president and chief executive officer of Exten 
Industries, Inc. and a former chairman and chief executive 
officer of Rohr, Inc. He is also a former vice chairman and 
chief operating officer of Precision Forge Co., senior vice 
president of Pneumo Corporation's Aerospace and Industrial 
Group and vice president and general manager, commercial 
(aircraft) engine projects division and the gas turbine 
division of General Electric Company. 

Age 65 

Director of Enova (Class II) since 1994; Director of SDG&E 
since 1992; Member of the Executive Compensation (Chairman), 
Technology (Chairman) and Finance Committees of Enova and 
SDG&E. 


William D. Jones 
[picture] 
Mr. Jones is president, chief executive officer and a 
director of CityLink Investment Corporation. From 1989 to 
1993, he served as general manager/senior asset manager and 
investment manager with certain real estate subsidiaries of 
The Prudential. Prior to joining The Prudential, Mr. Jones 
served as a San Diego City Council member from 1982 to 1987. 
He is a director of The Price Real Estate Investment Trust 
and a member of the board of trustees of the University of 
San Diego. 

Age 40 

Director of Enova (Class III) and SDG&E since 1994; 
Member of the Finance and Nominating Committees of Enova and 
SDG&E. 


Ralph R. Ocampo, M.D. 
[picture] 
Dr. Ocampo is a San Diego physician and surgeon. 

Age 64 

Director of Enova (Class III) since 1994; Director of SDG&E 
since 1983; Member 
of the Finance and Nominating Committees of Enova and SDG&E. 
 


                                   4

<PAGE>


Thomas A. Page 
[picture] 
Mr. Page has been chairman of Enova since December 1994 and 
chairman of SDG&E since February 1983. He was the president 
and chief executive officer of Enova from December 1994 until 
January 1, 1996. Mr. Page was also the chief executive 
officer of SDG&E from February 1983 to January 1, 1996, and 
the president of SDG&E from February 1983 to December 1991 
and from January 1994 to January 1, 1996. He is a director of 
Burnham Pacific Properties and is the chairman and a director 
of PDC. 

Age 62 

Director of Enova (Class III) since 1994; Director of SDG&E 
since 1979; Chairman of the Executive and Nominating 
Committees of Enova and SDG&E. 


Thomas C. Stickel 
[picture] 
Mr. Stickel is the chairman and founder of American Partners 
Capital Group, Inc. He previously was the chairman, chief 
executive officer and president of TCS Enterprises, Inc. and 
the Bank of Southern California, both of which he founded. 
Mr. Stickel is a director of Catellus Development 
Corporation, Onyx Corporation, O'Connor R.P.T., Scripps 
International, Inc., Clair Burgener Foundation and the Del 
Mar Thoroughbred Club. 

Age 46 

Director of Enova (Class III) and SDG&E since 1994; Member of 
the Audit, Executive Compensation and Technology Committees 
of Enova and SDG&E. 



Footnotes 

     On March 4, 1993, Dr. Ocampo petitioned for protection 
under Chapter 11 of the Federal Bankruptcy Code. This filing 
was made in connection with certain legal proceedings 
involving a limited partnership in which Dr. Ocampo is a 
general partner. Dr. Ocampo's Chapter 11 Plan of 
Reorganization was approved by the bankruptcy court on April 
12, 1995. All payments required by the plan have been made 
and the case is now closed. 


Board Meetings/Committees 

     During 1995, the Audit and Executive Compensation 
Committees each met two times while the Nominating Committee 
did not meet. The board met 10 times. 

     During 1995, all directors attended 75% or more of the 
aggregate total meetings of the board and committees on which 
they served with the exception of Ms. Burr, who attended 67% 
of such meetings. 

     In addition to Executive, Finance and Technology 
Committees, the committees of the board are the Audit, 
Executive Compensation and Nominating Committees. The major 
functions of each of the Audit, Executive Compensation and 
Nominating Committees are described briefly below. The 
composition of each committee is the same for Enova and 
SDG&E. 

   Audit Committee 

     In addition to recommending an independent auditor for 
each ensuing year, this committee reviews (1) the overall 
plan of the annual independent audits, (2) financial 
statements, (3) audit results, (4) the scope of internal 
audit procedures and (5) the auditors' evaluation of internal 
controls. This committee is composed exclusively of directors 
who are not salaried employees of Enova or SDG&E. 

   Executive Compensation Committee 

     This committee reviews the salaries and other forms of 
compensation of executives and makes compensation 
recommendations to the full board. This committee is composed 
exclusively of directors who are not salaried employees of 
Enova or SDG&E. 

                                   5

<PAGE>

   Nominating Committee 

     In addition to considering and recommending nominees to 
the board, this committee recommends (1) criteria for board 
and committee composition and membership and (2) directors' 
compensation. This committee considers any nominees 
recommended by shareholders by letter to the board. This 
committee is composed of the chairman and at least three 
directors who are not salaried employees of Enova or SDG&E. 



Security Ownership of Management and Certain Beneficial 
Holders 

     The following table presents certain information as of 
J
anuary 31, 1996, except as otherwise noted, regarding the 
equity securities of Enova and SDG&E beneficially owned by 
(i) the directors, (ii) the executive officers named in the 
"Summary Compensation Table" below under "Executive 
Compensation and Transactions with Management and Others," 
(iii) the directors and executive officers of Enova and SDG&E 
as a group, and (iv) the only beneficial owners known to 
Enova or SDG&E to hold more than 5% of any class of the 
voting securities of Enova or SDG&E. All holdings listed 
below are of Enova Common Stock. 


<TABLE>
<CAPTION>
                                              Amount and Nature
                                                of Beneficial
                                                  Ownership       Percent of
                 Beneficial Owner                 (Shares)(A)        Class
                 ----------------             -----------------   ----------
Directors and Named Executive Officers:
<S>                                           <C>                 <C>

R. C. Atkinson                                         1,315             *  
A. Burr                                                1,300             *  
R. A. Collato                                          2,398             *  
D. W. Derbes                                           3,626             *  
C. T. Fitzgerald                                       3,015             *  
R. H. Goldsmith                                        1,486             *  
W. D. Jones                                              350             *  
R. R. Ocampo                                          13,443             *  
T. C. Stickel                                          1,003**           *  
T. A. Page                                           184,641             *  
S. L. Baum                                            44,421             *  
D. E. Felsinger                                       35,981             *  
G. D. Cotton                                          29,980             *  
E. A. Guiles                                          14,111             *  
All Directors and Executive Officers of 
 Enova and SDG&E as a group 
  (20 persons)                                       405,034(B)          *  
Others:
First Interstate Bank of California               18,251,955(C)       15.66%
  Trust Securities, W11-4
  707 Wilshire Boulevard Los Angeles, CA 90017
Franklin Resources, Inc.                           7,267,210(D)        6.23%
  777 Mariners Island Boulevard
  San Mateo, CA 94404
Union Bank Trust Department                        9,368,962(E)        8.04%
  530 B Street
  San Diego, CA 92101

</TABLE>

              
 * Less than 1% of the shares outstanding. 
** Information as of February 6, 1996. 

                                     6

<PAGE>

(A)  All shares are beneficially owned by the directors and 
named officers, with sole voting and investment power, except 
for the following: 
  -  Dr. Atkinson: 1,000 shares held jointly with 
spouse/children of same household; 315 shares credited to a 
Common Stock Investment Plan (CSIP) account with the 
shareholders' agent. 
  -  Mr. Collato: 1,909 shares held jointly with 
spouse/children of same household; 489 shares credited to a 
CSIP account with the shareholders' agent. 
  -  Mr. Derbes: 2,926 shares credited to a CSIP account with 
the shareholders' agent. 
  -  Ms. Fitzgerald: 3,015 shares credited to a CSIP account 
with the shareholders' agent. 
  -  Mr. Goldsmith: 486 shares credited to a CSIP account 
with the shareholders' agent. 
  -  Dr. Ocampo: 13,128 shares held jointly with 
spouse/children of same household; 15 shares credited to a 
CSIP account with the shareholders' agent. 
  -  Mr. Page: 89,165 shares held jointly with or separately 
by spouse/children of same household; 284 shares credited to 
a CSIP account with the shareholders' agent; 52,840 shares 
credited to a Savings Plan account with the trustee; 42,635 
shares of restricted stock purchased under the 1986 Long-Term 
Incentive Plan (LTIP) as to which vesting has not occurred. 
  -  Mr. Baum: 23,812 shares held jointly with or separately 
by spouse/children of same household; 2,414 shares credited 
to a Savings Plan account with the trustee; 18,195 shares of 
restricted stock purchased under the LTIP as to which vesting 
has not occurred. 
  -  Mr. Felsinger:14,030 shares held jointly with or 
separately by spouse/children of same household; 5,756 shares 
credited to a Savings Plan account with the trustee; 16,195 
shares of restricted stock purchased under the LTIP as to 
which vesting has not occurred. 
  -  Mr. Cotton: 7,896 shares credited to a Savings Plan 
account with the trustee; 8,735 shares of restricted stock 
purchased under the LTIP as to which vesting has not 
occurred. 
  -  Mr. Guiles: 2,267 shares credited to a Savings Plan 
account with the trustee; 7,985 shares of restricted stock 
purchased under the LTIP as to which vesting has not 
occurred. 

(B)  Excludes 17,280 shares delivered to Enova in January, 
1996, to satisfy certain withholding tax obligations relating 
to the vesting of shares pursuant to the LTIP as described 
below under "1986 Long-Term Incentive Plan." All shares 
beneficially owned by the directors and officers, with sole 
voting and investment power, except for the following: 
  -  138,652 shares held jointly with or separately by 
spouses or children living in the same household. 
  -  87,100 shares credited to the officers' Savings Plan 
accounts with the trustee. 
  -  9,058 shares credited to CSIP accounts with the 
shareholders' agent. 
  -  126,750 shares of restricted stock purchased by officers 
in 1992, 1993, 1994 and 1995 under the LTIP, as to which 
restrictions for vesting of shares have not yet been 
satisfied. 

(C)  12,797,501 shares are held by the bank in its capacity 
as shareholders' agent for the CSIP. The bank holds 5,454,454 
shares of Enova Common Stock and 28,765 shares of SDG&E 
Cumulative Preferred Stock as trustee for various other 
trusts. 

(D)  According to a Schedule 13G filed February 12, 1996, the 
indicated shares are owned by Franklin Resources, Inc., its 
subsidiaries and investment companies advised by such 
subsidiaries. 

(E)  9,321,687 shares are held by the bank in its capacity as 
trustee under the Savings Plan. The trustee has discretion 
under the Savings Plan to vote the shares in the absence of 
voting directions by the Savings Plan participants. The agent 
holds 47,275 shares of Enova Common Stock and 100 shares of 
SDG&E Cumulative Preferred Stock as trustee for various other 
trusts. 


Change of Control/Voting of Shares 

     As a result of a parent company formation merger (the 
Merger) which was approved by the SDG&E shareholders at their 
1995 Annual Meeting (held on April 25, 1995) and which became 
effective on January 1, 1996, Enova holds 100% of the issued 
and outstanding shares of SDG&E Common Stock and effectively 
controls SDG&E as a result. The holders of SDG&E Common Stock 
immediately prior to the effectiveness of the Merger had 
their shares of SDG&E Common Stock converted, on a share-for-
share basis, into shares of Enova Common Stock. 

                                         7

<PAGE>

     The Enova board of directors intends to vote all of the 
shares of SDG&E Common Stock held by Enova in favor of the 
board's nominees for election to the board of directors. As a 
result of the voting power of such shares of SDG&E Common 
Stock relative to the voting power of other shares entitled 
to vote for the directors, the nominees proposed by the board 
are assured of election. 



Section 16 Reporting 

     Section 16(a) of the Securities Exchange Act of 1934, as 
amended, requires SDG&E's directors and officers, and persons 
who own more than 10% of a registered class of SDG&E's equity 
securities, to file reports of ownership and changes in 
ownership of such equity securities with the Securities and 
Exchange Commission (the SEC) and the exchange (i.e. American 
Stock Exchange) upon which such securities are traded. 
D
irectors, officers and greater than 10% shareholders are 
required by SEC regulations to furnish SDG&E with copies of 
all Section 16(a) forms they file. 

     Based solely on a review of the copies of such forms 
furnished to the company, SDG&E believes that from January 1, 
1995 through December 31, 1995 its directors, officers and 
greater than 10% beneficial owners complied with all Section 
16(a) filing requirements except for Mr. Stickel, who 
inadvertently neglected to report the ownership of 100 shares 
of SDG&E Common Stock held by an affiliated charitable 
foundation on his original Section 16(a) form at the time he 
became a director. 


Executive Compensation and Transactions with Management and 
Others 

     The following table sets forth information as to all 
compensation awarded, paid, earned or distributed by Enova 
and/or SDG&E during the last three fiscal years for services 
in all capacities to or for the benefit of the chief 
executive officer and the four highest compensated executive 
officers whose earned compensation exceeded $100,000. Since 
Enova paid no amounts to any executives for services as such 
in 1995, the following table presents information solely for 
SDG&E. Moreover, Enova presently has no salaried executives; 
rather, certain Policies and Guidelines for Affiliated 
Company Transactions, which are mandated by the California 
Public Utilities Commission and have been adopted by SDG&E 
and Enova, provide that SDG&E will be compensated by Enova 
for personnel and resources which are used by Enova, 
including executive resources. 


<TABLE>
<CAPTION>

                                  SUMMARY COMPENSATION TABLE 
                                  --------------------------
                                            Long Term 
            Annual Compensation            Compensation
            -------------------            ------------
                                                       Other Annual   LTIP      All Other
                                     Salary    Bonus   Compensation  Payouts  Compensation
Name and Principal Position   Year     (A)      (B)        (C)       (D)(E)        (F)
- ---------------------------  -----  --------  -------- ------------ --------  ------------
<S>                          <C>    <C>       <C>      <C>          <C>       <C>      
T. A. Page (G)                1995  $560,577  $404,000   $ 12,571   $549,205    $104,908
Chairman, Chief Executive     1994   528,615   253,000     11,228     76,147      60,078
Officer and President         1993   509,203   337,000      9,910    513,777      55,161
Enova and SDG&E

S. L. Baum (G)                1995   264,423   191,000      1,426    173,661      32,874
Executive Vice President      1994   244,999    90,000      1,278     23,969      18,606
Enova and SDG&E               1993   244,307   129,000      1,107    162,006      17,695

D. E. Felsinger (G)           1995   242,885   169,000      2,387    126,580      18,203
Executive Vice President      1994   228,076    81,000      2,137     13,644      14,103
Enova and SDG&E               1993   216,970   111,000      1,881     96,401      10,755

G. D. Cotton Sr.              1995   193,461   112,000        383    117,122      19,641
Sr. Vice President            1994   184,999    68,000        340     16,778      14,862
SDG&E                         1993   184,722    98,000        302    105,076      14,160

E. A. Guiles                  1995   190,773   109,000         -      91,127      14,124
Sr. Vice President            1994   172,692    64,000         -      10,325       7,922
SDG&E                         1993   165,577    87,000         -      72,545       7,473

</TABLE>

                                         8

<PAGE>

(A)  Amounts shown reflect compensation paid and amounts 
deferred. All officers may elect to defer bonuses and base 
salary for periods of time they select. Restricted stock 
awarded in 1995 pursuant to the LTIP is reported below in the 
Long-Term Incentive Plan table. 

(B)  Bonuses are paid pursuant to the Executive Incentive 
Compensation Plan (EICP) as described under "Report of the 
Executive Compensation Committee" below. 

(C)  Other annual compensation includes any deferred 
compensation interest above 120% of the applicable federal 
rate. 

(D)  LTIP payouts relate to restrictions lifted on restricted 
stock awarded pursuant to the LTIP. Payouts are based on 
Enova's performance (and the performance of SDG&E for periods 
prior to January 1, 1996, the effective date of the Merger), 
as described below under "1986 Long-Term Incentive Plan." 

(E)  The aggregate holdings/value of restricted stock held on 
December 31, 1995, by the individuals listed in this table, 
are: T. A. Page, 58,420 shares/$1,241,425; S. L. Baum, 23,185 
shares/$492,681; D. E. Felsinger, 19,920 shares/$423,300; G. 
D. Cotton, 12,095 shares/$257,019; and E. A. Guiles, 10,660 
shares/$226,525. The value of the aggregate restricted stock 
holdings at December 31, 1995 is determined by multiplying 
$23.75, the fair market value of SDG&E's Common Stock on 
December 31, 1995, less the purchase price of $2.50 per 
share, by the number of shares held. These December 31, 1995 
share amounts include the share amounts shown in "Security 
Ownership of Management and Certain Beneficial Holders" 
above. All share amounts are in shares of Enova Common Stock 
as shares of SDG&E Common Stock held on December 31, 1995 
converted, on a share-for-share basis, to Enova Common Stock 
on January 1, 1996 pursuant to the Merger. In certain 
instances, the January 31, 1996 amounts are less due to the 
vesting of certain shares in January 1996. Regular quarterly 
dividends have been paid on restricted stock held by these 
individuals, when declared by SDG&E, and from and after the 
date of the Merger quarterly dividends will continue to be 
paid on such restricted stock when and if declared by Enova. 

(F)  All other compensation includes a cash amount paid to 
each officer designated solely for the purpose of paying (i) 
the premium for an insurance policy providing death benefits 
equal to two times the sum of annual base pay plus the 
average of such officer's three highest bonuses; such cash 
amount includes a gross-up payment such that the net amount 
retained by each officer, after deduction for any income tax 
imposed on such payment, will be equal to the gross amount 
which would have been paid to such officer had the income tax 
not been imposed; (ii) a match under deferred compensation 
agreements which allows officers who have exceeded the 
maximum pretax amount under the Savings Plan to continue to 
make pretax deferrals of base compensation to an account in 
their name up to a maximum of 15%; up to 6% of base 
compensation will be matched by a contribution of 50 cents 
per dollar deferred; no amount can be deferred by an officer 
or matched under this agreement until the officer contributes 
to the Savings Plan the maximum amount allowed by the tax 
law; and (iii) SDG&E matching contributions to the Savings 
Plan. The respective amounts paid in fiscal year 1995 for 
each of the above officers were: T. A. Page, $88,035, 
$14,969, and $1,904; S. L. Baum, $24,843, $6,085, and $1,946; 
D. E. Felsinger, $12,349, $4,311, and $1,543; G. D. Cotton, 
$13,765, $3,032, and $2,844; and E. A. Guiles, $9,744, $116, 
and $4,264. 

(G)  As of January 1, 1996, (i) Mr. Page resigned as chief 
executive officer and president of Enova and SDG&E, (ii) Mr. 
Baum became the chief executive officer and president of 
Enova, and (iii) Mr. Felsinger became the chief executive 
officer and president of SDG&E. 


Compensation of Directors 

     During 1995, SDG&E directors not holding salaried 
positions in SDG&E were paid an annual retainer of $30,000, 
payable at the rate of $2,500 per month. No additional fees 
were paid for attendance at any meeting of the board or of 
any committee of the board. Non-employee directors are 
reimbursed for their out-of-pocket expenses incurred to 
attend meetings. All SDG&E directors except Mr. Page (and 
Messrs. Baum and Felsinger, who joined the SDG&E board on 
January 1, 1996) are non-salaried directors. 

                                     9

<PAGE>

     During 1995, Enova directors were not paid for their 
service as such (all Enova directors during 1995 were also 
SDG&E directors). All Enova board meetings during 1995 were 
held in conjunction with SDG&E board meetings. Accordingly, 
the directors incurred no incremental out-of-pocket expenses 
in connection with Enova board meetings in 1995. A non-
salaried director serving on the boards of both Enova and 
SDG&E will receive a single annual retainer in the amount of 
$30,000. All Enova directors except Mr. Page (and Mr. Baum, 
who joined the Enova board on January 1, 1996) are non-
salaried directors. 

     In addition to the annual retainer for service as a 
director, the LTIP was amended at the 1995 Annual Meeting of 
SDG&E shareholders to provide for the automatic grant of up 
to 300 shares of SDG&E Common Stock (now Enova Common Stock) 
per year to non-employee directors. This grant was first made 
promptly following the 1995 Annual Meeting to each incumbent 
non-employee director based upon service during the prior 
year, and this grant will continue to be made on the same 
terms for future annual meetings, including the Annual 
Meeting. As a result of the Merger, Enova has assumed the 
LTIP and the obligation to issue shares thereunder. Although 
non-employee directors of Enova and SDG&E are eligible for 
the annual grant of 300 shares of Enova Common Stock under 
the LTIP, a director serving on both boards will receive only 
one grant of 300 shares annually. 

     S. L. Baum, D. W. Derbes and T. A. Page are directors of 
Enova and SDG&E who also served during 1995 as directors of 
PDC. Messrs. Derbes and Page also served during 1995 as 
directors of Wahlco Environmental. Mr. Page and Mr. Derbes 
resigned from the board of directors of Wahlco Environmental 
during 1995. As a non-employee director, Mr. Derbes received 
a $500 fee for attending each meeting of PDC. Mr. Derbes also 
received an annual retainer of $12,000 plus a $1,000 fee for 
attending each meeting of Wahlco Environmental. 

     Messrs. Baum and Page received no fees or other 
compensation for serving as directors of Enova, SDG&E or any 
of their subsidiaries. 

     Directors may elect to defer their retainers and/or fees 
for periods of time they select. 

     On December 17, 1990, the SDG&E board adopted a 
Retirement Plan for Directors applicable to directors serving 
on the SDG&E board on or after such date. As of the date of 
the Merger, this Retirement Plan also applies to directors of 
Enova. If a director has at least five years of total board 
service, then, beginning in the calendar quarter following 
the later of the director's retirement from the board or 
attaining age 65, the director (or a surviving spouse) will 
receive during each subsequent 12-month period, a benefit 
amount equal to the director's annual retainer (currently 
$30,000) plus meeting fees, committee chair fees, and the 
cash value of any stock grant paid to the director during the 
prior calendar year for a benefit period equal to the number 
of years of the director's total service on the board. 
Directors currently do not receive meeting or committee chair 
fees. The benefit will end upon the completion of the benefit 
period or the death of the later to die of the director and a 
surviving spouse, whichever occurs first. In computing the 
benefit period, periods of service as an employee director 
shall be disregarded, and concurrent service on the boards of 
SDG&E and Enova will not result in double-counting of years 
of service. 


Relocation Arrangements 

     In connection with her hiring as a vice president in 
July 1994, SDG&E arranged for a relocation firm to assist K. 
A. Flanagan with the potential sale of her former personal 
residence. Under the agreement with the relocation firm, Ms. 
Flanagan had the option to cause that entity to purchase her 
former residence within one year of her start date with SDG&E 
at an agreed price which was $40,000 above the appraised 
value of the residence at the time of her employment by 
SDG&E. In July 1995, Ms. Flanagan exercised her right to sell 
the former residence to the relocation firm. SDG&E incurred 
expenses totaling approximately $190,000 representing the 
$40,000 referenced above, the loss on the sale price due to 
deterioration of the Los Angeles real estate market, costs of 
sale, and certain carrying costs. 

                                        10

<PAGE>

Employment Contract of Mr. Page 

     On September 12, 1988, Thomas A. Page and SDG&E entered 
into an employment agreement dated as of June 15, 1988. Mr. 
Page's employment agreement provides that he will serve as 
chief executive officer and chairman of the board of 
directors of SDG&E for a period of two years beginning June 
15, 1988, subject to automatic extensions for successive two-
year periods (unless the contract is terminated as described 
below) and that he will receive a salary at a rate of not 
less than $31,916.66 per month or such greater amount as may, 
from time to time, be determined by the board. Mr. Page 
resigned from his position as chief executive officer 
effective January 1, 1996. Mr. Page continues to serve as 
chairman of the board of directors of SDG&E and Enova. Such 
resignation did not trigger a termination under the 
employment agreement described below. 

     The employment agreement also provides that Mr. Page 
will be entitled to participation in the EICP, any other 
annual bonus plan, the Savings Plan, the LTIP and any other 
long-term incentive plan. In addition, Mr. Page is entitled 
to participate in the Supplemental Executive Retirement Plan 
(the SERP) and the Pension Plan. Pursuant to an earlier 
agreement between Mr. Page and SDG&E, Mr. Page was credited 
with years of service under the Pension Plan and the SERP 
equal to his years of service with SDG&E plus five extra 
years. 

     Under the employment agreement, if Mr. Page's employment 
is terminated (i) by the board upon two years' written 
notice, (ii) upon his death or permanent disability, (iii) by 
SDG&E for cause or (iv) by Mr. Page upon 30 days written 
notice to SDG&E, which termination is other than a 
"Constructive Termination" (as defined below), he will 
receive benefits through the last day of his term of 
employment and no additional benefits. If Mr. Page's 
employment is terminated (i) because of the dissolution, 
liquidation or winding-up of SDG&E, (ii) by a majority vote 
of the SDG&E board of directors without cause upon 30 days 
written notice or (iii) by Mr. Page as a result of (A) any 
violation of the compensation provisions of the employment 
agreement, (B) any adverse and significant change in Mr. 
Page's position, duties, responsibilities or status, 
including the failure to be elected to the board and as chief 
executive officer of SDG&E or (C) a change in Mr. Page's 
normal business location to a point away from SDG&E's main 
headquarters (each, a Constructive Termination), he will be 
entitled to two years' salary paid in a lump sum plus a bonus 
equal to 200% of the average of the three highest bonuses 
paid to him during the previous five years, continued health 
and life insurance benefits under various plans, his SERP 
benefit (without regard to the limit described therein 
relating to Section 280G of the Internal Revenue Code of 
1986, as amended (the Code)) and his LTIP benefit. If any of 
the payments set forth in the previous sentence become 
subject to the excise tax imposed by Section 4999 of the 
Code, SDG&E will pay Mr. Page an additional amount such that 
the net amount retained by Mr. Page after deduction for such 
excise tax and any income and excise tax imposed on such 
additional amount will be equal to the gross amount which 
would have been paid to Mr. Page under the agreement had the 
excise tax not been imposed. The benefits payable to Mr. Page 
under the agreement on account of a change in control are in 
lieu of any benefits which would have otherwise been payable 
to Mr. Page under the Executive Severance Allowance Plan. The 
term "change in control" includes such significant events as 
those described under "Pension Plan and Supplemental 
Executive Retirement Plan" below. 


<TABLE>

1986 Long-Term Incentive Plan 
<CAPTION>
                         Long-Term Incentive Plan 
                        Awards in Last Fiscal Year 
                                                               Estimated Future
                                                                     Payouts 
                                Number                               Under 
                                  of                              Non-Stock-
                              Restricted     Performance Period   Price-Based
   Name                       Shares          Until Payout        Plans (A)(B)
   ----                       ----------     ------------------   ---------------
<S>                              <C>         <C>                        <C>
T. A. Page                         18,660       Four Annual Periods     $370,868

S. L. Baum                          5,680       Four Annual Periods      112,890
                                    2,500        One-Year (1997)(C)       49,688

D. E. Felsinger                     5,020       Four Annual Periods       99,773
                                    2,500        One-Year (1997)(C)       49,688

G. D. Cotton                        3,680       Four Annual Periods       73,140

E. A. Guiles                        3,580       Four Annual Periods       71,153

                                      11

<PAGE>

(A)     The value (target) of the restricted stock awards is 
determined by multiplying $22.375, the fair market value of 
SDG&E Common Stock on the date of grant, December 6, 1995, 
less the purchase price of $2.50 per share, by the number of 
shares awarded (shares of SDG&E Common Stock have since 
converted, as of the date of the Merger (January 1, 1996) and 
on a share-for-share basis, into Enova Common Stock). 

(B)     The payout amounts set forth in this column represent 
both the maximum and the target amounts payable upon 
achievement of all performance-vesting goals. The minimum 
payout upon failure to achieve any of the performance vesting 
goals would be $0. The actual payout will depend upon the 
achievement of performance-vesting goals and upon the fair 
market value of Enova Common Stock at the date of vesting. 

(C)     Special grants of 2,500 shares each were made in 1995 
to S.L. Baum and D.E. Felsinger. Lifting of restrictions on 
these shares is dependent upon Enova performance for 1997 
(discussed below). 

     The LTIP provides that the Enova Executive Compensation 
Committee may grant to certain executives any combination of 
non-qualified stock options, incentive stock options, 
restricted stock, stock appreciation rights, performance 
awards, stock payments or dividend equivalents. As of 
December 31, 1995, all grants made to executives under the 
LTIP have been in the form of restricted stock. 

     With respect to LTIP shares purchased in 1986 through 
1990, all restrictions have been lifted in prior years. 

     With respect to LTIP shares purchased in 1991, 1992 and 
1993, the earnings per share target was met for the 12 months 
ended June 30, 1995, and the shares which would have been 
released if the December 31, 1994 target had been met, were 
released from restrictions and delivered to the executives. 
The earnings target was met for the year ended December 31, 
1995 and one-quarter of the LTIP shares purchased in 1991, 
1992, 1993 and 1994 were released from restrictions and 
delivered to the executives. All restrictions have now been 
lifted on LTIP shares purchased in 1991. 

     With respect to LTIP shares purchased in 1992, 1993, 
1994 and 1995, restrictions on one-quarter of the number of 
shares originally placed in escrow are to be released and the 
shares are to be delivered to the executives for each of the 
four succeeding calendar years if SDG&E's earnings per share 
(to be measured in terms of Enova's earnings per share from 
and after January 1, 1996) meet or exceed the earnings per 
share target set by the Executive Compensation Committee or 
if, at the end of the first, second and third quarters of the 
following year, earnings for the 12 months then ending equal 
or exceed the weighted average of the targets for the prior 
year and the current year. In addition, as to shares 
purchased in 1992, the restrictions on all remaining shares 
that are not released in such manner will be released and the 
shares will be delivered to executives at the end of the 
fourth succeeding calendar year, if and only if, a total 
return to shareholders goal, as determined by the Executive 
Compensation Committee or the Enova board, is met. Shares 
purchased in 1993 have no end-of-term goal. As to shares 
purchased in 1994 and 1995, the restrictions on all remaining 
shares may be released by the Enova board of directors after 
considering the impact on 1995--1998 earnings and 1996--1999 
earnings, respectively, of industry and corporate 
restructuring during such period. 

     In addition to the above-described restricted shares 
with four-year performance period-based restrictions, special 
grants of 2,500 shares were made to each of S. L. Baum and D. 
E. Felsinger in 1994 and 1995. The restrictions on these 
shares are to be lifted at the end of 1996 and 1997, 
respectively, if Enova meets or exceeds the target earnings 
per share as set by the Executive Compensation Committee at 
the time of grant. Such target earnings may be adjusted to 
reflect industry and corporate restructuring. 

     In general, restricted shares may not be sold, 
transferred or pledged until restrictions are removed or 
expire. Purchasers of restricted stock have voting rights and 
will receive dividends prior to the time the restrictions 
lapse if, and to the extent, paid on Enova Common Stock 
generally. 

     All shares of restricted stock purchased are placed in 
escrow. It is anticipated that restricted stock would be 
forfeited and would be resold to Enova at original cost in 
the event that vesting is not achieved by virtue of 
performance or other criteria. 

                                  12

<PAGE>

     Under the LTIP, all outstanding incentive awards become 
fully vested and exercisable without restrictions upon the 
occurrence of one of two events after a change in control. 
The first triggering event is the failure of a successor 
corporation or its parent or subsidiary to make adequate 
provision for continuation of the LTIP by substituting new 
awards. In the second triggering event, even if adequate 
provision for continuation of the LTIP and substitution of 
new awards has been made, an executive's incentive awards 
will become vested and exercisable if the executive is 
terminated within three years after a change in control for 
reasons other than cause, retirement, death or disability, or 
if the executive voluntarily terminates employment due to 
adverse circumstances. 

     The term "change in control" includes such significant 
events as those described under "Pension Plan and 
Supplemental Executive Retirement Plan" below. The adverse 
circumstances allowing such voluntary termination of 
employment consist of significant and adverse changes in the 
executive's position, duties, responsibilities or status, or 
the reduction or elimination of the executive's compensation 
or incentive compensation opportunities. 

     The LTIP will expire in 2005. Outstanding incentive 
awards will not be affected by such expiration or termination 
and will vest or be forfeited in accordance with their terms. 


Pension Plan and Supplemental Executive Retirement Plan 

</TABLE>


<TABLE>
<CAPTION>
                           Pension Plan and SERP Table 
                 -------------------------------------------------
                            Aggregate Annual Benefit for Credited 
                                      Years of Service(1)
                           ---------------------------------------
                  Assumed Annual                      10 Years 
                   Compensation       5 Years       and thereafter
                  --------------     ---------      --------------
<S>               <C>                <C>            <C>
                     $100,000        $ 30,000          $ 60,000
                      200,000          60,000           120,000
                      300,000          90,000           180,000
                      400,000         120,000           240,000
                      500,000         150,000           300,000
                      600,000         180,000           360,000
                      700,000         210,000           420,000
                      800,000         240,000           480,000
</TABLE>

____________

(1)     Credited years of service under the Pension Plan for 
the five highest paid executive officers are: T. A. Page, 18 
years; S. L. Baum, 11 years; D. E. Felsinger, 23 years; G. D. 
Cotton, 20 years; and E. A. Guiles, 23 years. 

     In addition to the Pension Plan, the SERP provides a 
supplemental retirement benefit for certain executives. As a 
result of the Merger, the Pension Plan and the SERP are 
available for executives of Enova as well as executives of 
SDG&E; however, concurrent service for both Enova and SDG&E 
will not result in double-counting of years of service. 

     The aggregate monthly benefit payable under the combined 
Pension Plan and SERP to an executive who retires at age 62 
or thereafter and has completed at least five years of 
service will be a percentage of the executive's final pay 
equal to 5% times years of service (up to a maximum of 10 
years); however, officers appointed prior to July 1, 1994 
shall receive 6% times years of service (up to a maximum of 
10 years). Final pay is defined in the SERP as the monthly 
base pay rate in effect during the month immediately 
preceding retirement, plus 1/12 of the average of the highest 
three years' gross bonus awards. Alternatively, the executive 
may elect to receive a lump sum cash payment equal to the 
actuarially determined present value of the monthly benefits. 
The SERP also provides reduced benefits to executives who 
retire between the ages of 55 and 61, if the executive has 
completed at least five years of employee service. 

     The above table shows the aggregate annual retirement 
benefits payable to executives under the Pension Plan and the 
SERP, assuming a straight life annuity form of pension at the 
normal retirement age of 62 for

                                     13

<PAGE>

specified compensation and years of service. The benefit 
amounts listed in the table are not subject to a deduction 
for Social Security benefits. SERP payments will be reduced 
by benefits payable under the Pension Plan. 

     The SERP, as amended, provides monthly surviving spouse 
benefits equal to 50% of the defined benefits and disability 
benefits equal to 100% of the defined benefits. 

     The SERP also provides enhanced benefits to an executive 
who is adversely affected within three years after the 
occurrence of an event constituting a change in control of 
Enova or SDG&E, as the case may be (a Change in Control). If, 
during that period, an executive is terminated for reasons 
other than cause, retirement, death or disability, or 
voluntarily leaves employment for reasons specified in the 
SERP, the executive may elect either to take early 
retirement, if otherwise qualified to do so, or to receive a 
lump sum cash payment equal to the actuarially determined 
present value of normal retirement benefits based on 10 years 
of service. Some or all of the amounts to be paid will be 
funded out of the cash value of life insurance policies paid 
for by the employer on behalf of the executive. 

     The lump sum payment under the SERP is limited. If that 
payment alone, or when added together with other payments 
that the executive has the right to receive from Enova or 
SDG&E, as the case may be, in connection with a Change in 
Control, becomes subject to the excise tax imposed by Section 
4999 of the Code, the payment must be reduced until no such 
payment is subject to the excise tax. The effect of this 
limitation is that total severance payments made to an 
executive in connection with a Change in Control may not 
exceed approximately 2.99 times the executive's average W-2 
income for the five years preceding the Change in Control. 

     Certain significant events described in the SERP 
constitute a Change in Control, such as the dissolution of 
Enova or SDG&E, the sale of substantially all the assets of 
Enova or SDG&E, a merger or the acquisition by one person or 
group of the beneficial ownership of more than 25% of the 
voting power of Enova or SDG&E, coupled with the election of 
a new majority of the board of Enova or SDG&E, as the case 
may be. An Enova- or SDG&E-initiated merger in which Enova or 
SDG&E, as the case may be, is the surviving entity is not a 
change in control; accordingly, the Merger did not constitute 
a Change in Control. The adverse actions that allow an 
executive to leave employment voluntarily are described in 
the SERP and consist of events such as a significant and 
adverse change in the executive's position, duties, 
responsibilities or status, or the reduction or elimination 
of the executive's compensation or incentive compensation 
opportunities. 


Executive Severance Allowance Plan 

     The Executive Severance Allowance Plan, as amended (the 
Executive Severance Plan), covers officers with one or more 
years of employee service in lieu of coverage under the 
severance plan for non-officer employees. As a result of the 
Merger, the Executive Severance Plan is available for 
executives of Enova as well as executives of SDG&E; however, 
concurrent service for both Enova and SDG&E will not result 
in double-counting of years of service. 

     The Executive Severance Plan provides two different 
severance allowances depending upon whether the officer's 
termination is related to a Change in Control. Termination 
unrelated to a Change in Control essentially means a 
termination due to a reduction in staff or a termination 
resulting from the sale of a work unit. The term Change in 
Control includes such significant events as those described 
under "Pension Plan and Supplemental Executive Retirement 
Plan" above. If, within three years after a Change in 
Control, the officer is terminated for reasons other than 
cause, retirement, death or disability, or leaves employment 
voluntarily due to adverse actions, the officer is entitled 
to a severance allowance. The adverse actions that allow an 
officer to leave employment voluntarily are described in the 
Executive Severance Plan and consist of events such as a 
significant and adverse change in the officer's position, 
duties, responsibilities or status, or the reduction or 
elimination of the officer's compensation or incentive 
compensation opportunities. 

                                    14

<PAGE>

     In the event of a termination unrelated to a Change in 
Control, officers with one or more years of employee service, 
but less than five years of employee service, will receive a 
severance allowance consisting of a continuation of base 
salary and health and basic life insurance benefits for nine 
months. Officers with five or more years of employee service 
receive a continuation of base salary and such benefits for 
12 months. 

     The Executive Severance Plan provides that if the length 
of an officer's severance allowance is greater under the 
employees' severance plan than under the Executive Severance 
Plan, the officer's severance allowance under the Executive 
Severance Plan will be for that longer period. 

     In the event of a termination related to a Change in 
Control, the officer will receive a severance allowance 
consisting of one year's final pay in a lump sum payable 
within five days after termination and, at the officer's 
option, either the continuation of health and basic life 
insurance coverage for 12 months or a lump sum payment equal 
to the present value of that coverage. Payments pursuant to 
the Executive Severance Plan alone, or when combined with 
compensation from other Enova or SDG&E sources made in 
connection with a Change in Control, may not exceed 
approximately 2.99 times the officer's average W-2 income for 
the five years preceding the Change in Control. 

     The Executive Severance Plan provides a procedure and a 
formula to reduce the total payments to be received by an 
officer by reason of a Change in Control if such total 
payments would exceed the 2.99 limitation (causing an excise 
tax to be due) and if the officer waives receipt of all or a 
portion of the excess. Under the formula, an officer's lump 
sum benefit under the SERP would be first reduced, if 
necessary, to zero. It is not anticipated that any reduction 
under any other benefit plan would be necessary in the case 
of any officer. 


R
eport of the Executive Compensation Committee 

     The Enova Executive Compensation Committee, which is 
composed entirely of independent outside directors, acts on 
behalf of the board of directors in the interests of the 
shareholders in formulating policy and administering approved 
programs for compensating Enova and SDG&E officers and other 
senior executives. 

     Compensation policy with respect to executives of Enova 
and SDG&E, is to provide a total compensation package wherein 
the mix and total of base salary, annual incentive and long-
term incentive, the composition of its benefit programs, and 
the terms and administration of the plans by which such forms 
of compensation are determined (1) are structured and 
administered in the best interests of the shareholders, (2) 
are reasonable in comparison to competitive practice, (3) 
align the amount of compensation with corporate performance, 
and (4) will continue to motivate and reward on the basis of 
Enova, SDG&E and individual performance. The Executive 
Compensation Committee believes that a significant portion of 
the total compensation of all executives and, most 
specifically, the chairman and chief executive officers of 
Enova and SDG&E, should be "at risk" and based upon the 
achievement of measurable, superior financial and operational 
performance. 

     In discharging its responsibility, the Executive 
Compensation Committee, subject to the final approval of the 
board of directors, determines the factors and criteria to be 
used in compensating the chief executive officers, as well as 
other executives of Enova and SDG&E, and applies these 
factors and criteria in administering the various plans and 
programs in which these executives participate to ensure they 
are (1) consistent with compensation policy, (2) compatible 
with other compensation programs and (3) administered in 
accordance with their terms and the objectives for which they 
are intended. 

     To assist in the performance of the above and to ensure 
that it is provided with unbiased, objective input, the 
Executive Compensation Committee may elect to retain the 
services of an outside independent compensation consulting 
firm. The Executive Compensation Committee considers the 
compensation practices and levels paid by major nation-wide 
companies. In addition, the Executive Compensation Committee 
reviews economic and comparative compensation surveys 
compiled and provided by the Human Resources Division of 
SDG&E. The Executive Compensation Committee believes that by 
taking into account the compensation practices of other 
comparative utilities as well as major nation-wide non-
utility companies, it can best determine the level of 
compensation necessary to attract, retain and motivate its 
executives. 

                                 15

<PAGE>

     While it may rely on such information, the Executive 
Compensation Committee is ultimately and solely responsible 
for any decisions made or recommended to the board of 
directors with regard to the compensation of Enova and SDG&E 
executives. 

     The Executive Compensation Committee has reviewed the 
compensation of Enova and SDG&E executives and has determined 
that their compensation is consistent with Enova's policies. 


   Chief Executive Officer Compensation 

     The compensation of Mr. Page represents the positions he 
held in 1995 of chairman, president and chief executive 
officer. Mr. Page's compensation, as well as that of the 
other executives, is directly tied to the achievement of the 
corporate goals described below. Effective January 1, 1996, 
Mr. Page resigned his positions as president and chief 
executive officer of Enova and SDG&E. He will continue to 
serve as chairman of the board of both companies. Effective 
January 1, 1996, Mr. Stephen L. Baum was elected president 
and chief executive officer of Enova and Mr. Donald E. 
Felsinger was elected president and chief executive officer 
of SDG&E. 

     The base salary of the chief executive officers, and the 
other executives, is targeted at the competitive median (50th 
percentile) for comparably sized utilities and companies. 
Pursuant to Mr. Page's employment agreement described above, 
he will receive a salary of not less than $31,916.66 per 
month through his remaining term as chairman of the board. 
For 1995, the targeted participation levels were 50% under 
the EICP and 70% under the LTIP, of base salary. Actual 
incentive compensation earned under these two plans is 
contingent upon Enova and SDG&E's attaining stated 
performance goals. At targeted compensation levels, 55% of 
Mr. Page's total compensation is contingent on the 
achievement of these quantifiable corporate performance 
goals. As discussed further below in the EICP and LTIP 
sections, these goals address Enova earnings per share, 
return on equity, market-to-book, and SDG&E operating and 
maintenance expenses, rates, electric reliability, safety and 
customer satisfaction. 


   Base Salary Compensation 

     The base salary component for the chief executive 
officers and the other executives is reviewed annually and is 
based upon the responsibilities of the position and the 
experience of the individual. The Executive Compensation 
Committee also takes into account the base salaries of 
executives with similar responsibilities at the above-
mentioned companies. Other factors taken into consideration 
by the Executive Compensation Committee are the condition of 
the local and national economies and the financial and 
operational health of Enova and SDG&E. The individual 
performance of the specific executive is also considered. The 
base salary information is gathered and analyzed in order to 
determine the appropriate compensation level. While these 
statistical factors may warrant one level of pay, more 
subjective elements such as the condition of the economy may 
dictate another. 


   Executive Incentive Compensation Plan (EICP) 

     Under the EICP, cash payments may be made annually to 
the chief executive officers and other executives based on a 
combination of financial and operating performance goals. 
There are three elements that determine the individual 
awards: (1) the executive's base salary, (2) the 
participation level, and (3) corporate performance. The 
participation level is expressed as a percentage and is set 
by the Executive Compensation Committee based on the 
executive's duties and level of responsibility. The amount of 
the individual award is determined by multiplying the 
executive's base salary by the participation level and then 
modifying it by total corporate performance. 

     The EICP is highly leveraged on the basis of 
performance. Accordingly, no payments may be made unless and 
until the minimum performance levels are exceeded. Under the 
terms of the EICP, corporate performance is measured against 
preset quantifiable goals approved by the Executive 
Compensation Committee at the beginning of the year. A target 
and a minimum and maximum performance range are established 
for each goal. Financial

                                   16

<PAGE>

goals address (1) the percent return on Enova shareholders' 
equity and (2) the ratio of Enova's stock market price to its 
book value, which is then compared to other utilities. 
Operating goals include (1) adherence to SDG&E's operating 
and capital budgets, (2) an electric rate target, (3) 
customer service satisfaction as measured by customer 
surveys, (4) customer average electric outage, and (5) 
employee lost-time accidents. Total corporate performance is 
determined from the degree of achievement of each of these 
goals. These goals directly support the performance-based 
rates goals approved by the California Public Utilities 
Commission. The Executive Compensation Committee gives equal 
weight to the financial goals and the operating goals in 
order to balance shareholder and customer interests. This 
serves to assist SDG&E in reaching its goals of lowering 
rates and increasing earnings at the same time. 

     All 1995 operating performance minimum goals were 
exceeded by SDG&E, with customer satisfaction achieving an 
all-time high and safety experiencing an all-time low number 
of accidents. The 1995 financial goal of return on 
shareholders' equity was exceeded and the market-to-book 
ratio is still in the top 25% of utilities. For 1995, the 
individual awards could not exceed 75% of base salary for the 
chairman, president, chief executive officer, and executive 
vice presidents and 60% for other executives. The EICP 
compensation component represents 23% of the chairman, 
president, and chief executive officer's total mix of 
compensation based upon the targets set under the EICP and 
LTIP. The actual amounts earned by each of the five highest 
compensated executives under the EICP are listed in the 
Summary Compensation Table. 

   1986 Long-Term Incentive Plan (LTIP) 

     The LTIP was approved by the shareholders of SDG&E in 
1986, and amended and reapproved by the shareholders of SDG&E 
in 1995, to promote the interests of SDG&E and its 
shareholders. The LTIP was assumed by Enova as a result of 
the Merger. The LTIP delegates the responsibility of 
administration and goal determination to the Executive 
Compensation Committee. The LTIP's primary purpose is to 
enhance the value of Enova to its shareholders by encouraging 
executives to remain with Enova and/or SDG&E and to act and 
perform to increase the price of Enova shares as well as 
Enova earnings per share. To accomplish these objectives, 
Enova sells shares of Enova Common Stock to executives at a 
fixed price of $2.50 per share. These shares are subject to 
substantial restrictions on the rights of executives to 
benefit fully from such shares unless and until certain 
earnings improvement and continued service requirements are 
met. If these requirements or other criteria are not met, it 
is anticipated that the executives' rights to such shares 
would be forfeited and they would be sold back to Enova at 
their original purchase price. 

     All Enova and SDG&E executives are eligible to 
participate in the LTIP at various levels. The number of 
shares granted is determined by a formula adopted by the 
Executive Compensation Committee, and is calculated as a 
percentage of base salary. The higher the responsibility 
level, the higher the participation level (or percentage of 
risk). For example, in 1995 the chairman, president, and 
chief executive officer participated at 70% of base salary, 
making the LTIP equal to 31% of his mix of total target 
compensation. As a component of the executives' total 
compensation package, the LTIP formula is reviewed annually. 
The review takes into consideration that the value of such 
shares, at the time of grant, has been determined to be 
consistent with the size of grants made to executives in 
similar positions in the above-mentioned companies. Other 
factors accounted for are LTIP goals, current share ownership 
and current participation levels. 

     With respect to LTIP shares purchased in 1992, 1993, 
1994 and 1995 restrictions on one-quarter of the number of 
shares originally placed in escrow are to be released and the 
shares are to be delivered to the executives for each of the 
four succeeding calendar years if SDG&E's earnings per share 
(to be measured in terms of Enova's earnings per share from 
and after January 1, 1996) meet or exceed the earnings per 
share target set by the Executive Compensation Committee or 
if, at the end of the first, second and third quarters of the 
following year, earnings for the twelve months then ending 
equal or exceed the weighted average of the targets for the 
prior year and the current year. In addition, as to shares 
purchased in 1992, the restrictions on all remaining shares 
that are not released in such manner will be released and the 
shares will be delivered to executives at the end of the 
fourth succeeding calendar year, if and only if, a total 
return to shareholders goal, as determined by the Executive 
Compensation Committee or the Enova board, is met. Shares 
purchased in 1993

                                    17

<PAGE>

 have no end-of-term goal. As to shares purchased in 1994 and 
1995, the restrictions on all remaining shares may be 
released by the Enova board of directors after considering 
the impact on earnings of industry and corporate 
restructuring. 

     In addition to the above-described restricted shares 
with four-year performance period-based restrictions, special 
grants of 2,500 shares were made to each of S. L. Baum and D. 
E. Felsinger in 1994 and 1995. The restrictions on these 
shares are to be lifted at the end of 1996 and 1997, 
respectively, if Enova meets or exceeds the target earnings 
per share for 1996 and 1997 as set by the Executive 
Compensation Committee at the time of grant. Such target 
earnings may be adjusted to reflect industry and corporate 
restructuring. 

     The number of restricted shares sold to SDG&E's five 
highest-compensated executives in 1995, pursuant to the LTIP, 
is shown in the Long-Term Incentive Plan Table. 


   Revenue Reconciliation Act of 1993 

     In 1993, Section 162(m) of the Internal Revenue Code was 
amended to limit the deductibility of most forms of 
compensation, over $1,000,000, paid to top executives of 
publicly-held corporations. The Executive Compensation 
Committee believes that awards of stock options and stock 
appreciation rights, if any, under the LTIP will not be 
subject to the limitations on compensation deductibility as a 
result of the amendments approved by the shareholders of 
SDG&E at their 1995 Annual Meeting. The Executive 
Compensation Committee intends to maintain flexibility in the 
manner and conditions under which grants of restricted stock 
are made under the LTIP, however, and such grants may in the 
future be subject to the limitations on compensation 
deductibility under certain circumstances. 

     The report is submitted by the Executive Compensation 
Committee: 

       Robert H. Goldsmith, Chairman 
       Daniel W. Derbes 
       Catherine T. Fitzgerald 
       Thomas C. Stickel 


                                   18

<PAGE>

Comparative Common Stock Performance 

     The following graph compares the percentage change in 
SDG&E's cumulative total shareholder return on SDG&E Common 
Stock over the last five fiscal years with the performances 
of the Standard & Poor's 500 Index and the Dow Jones 
Utilities Index over the same period. The returns were 
calculated assuming the investment in SDG&E Common Stock, the 
S&P 500, and the Dow Jones Utilities Index on December 31, 
1990, and reinvestment of all dividends. Note that for future 
years, periods from and after the date of the Merger (January 
1, 1996) will be measured in terms of Enova Common Stock. 


[INSERT TOTAL SHAREHOLDER RETURN GRAPH] 



<TABLE>
             COMPARISON OF FIVE-YEAR CUMULATIVE RETURN

     AMONG SDG&E, DOW JONES UTILITIES INDEX AND S&P 500 INDEX
<CAPTION>
Measurement Period
(Fiscal Year Covered)
                           Company              S&P 500 Index              Dow Jones 
                                                                         Utilities Index
<S>                           <C>                <C>                          <C>
Measurement Pt-- 12/31/90     $100.00               $100.00                    $100.00
FYE 12/31/91                  $107.41               $130.47                    $115.09
FYE 12/31/92                  $121.44               $140.41                    $119.71
FYE 12/31/93                  $133.22               $154.56                    $131.19
FYE 12/31/94                  $111.30               $156.60                    $111.41
FYE 12/31/95                  $147.31               $215.45                    $147.25
</TABLE>







(A)     Calculations for the S&P 500 Index were performed by 
Standard & Poor's Compustat Services, Inc. 
(B)     The Dow Jones Utilities Index (consisting of 11 
electric utilities and four gas utilities) is maintained by 
Dow Jones & Company, Inc. and reported daily in The Wall 
Street Journal. 
(C)     Beginning in 1988 and through May 1991 SDG&E was 
involved in merger negotiations and SDG&E Common Stock was 
trading at inflated prices. SDG&E estimates that, absent the 
merger negotiations, the cumulative total shareholder return 
on SDG&E Common Stock over the last five fiscal years would 
have been $179. 

                                   19

<PAGE>

Relationship with Independent Public Accountant 

     Deloitte & Touche LLP (or its predecessor firm, Deloitte 
Haskins & Sells) has been employed regularly by SDG&E for 
many years (and has now been appointed by Enova) to audit 
financial statements and for other purposes. Representatives 
of Deloitte & Touche LLP are expected to be present at the 
Annual Meeting. They will have the opportunity to make a 
statement, if they so desire, and will respond to appropriate 
questions from shareholders. 


Annual Report and Availability of Form 10-K 

     The Enova and SDG&E 1995 Annual Report to Shareholders 
accompanies this Proxy Statement. The Annual Report of Enova 
and SDG&E to the SEC on Form 10-K for 1995 will be provided 
to shareholders, without charge, upon written request, to 
Shareholder Services, San Diego Gas & Electric Company, P.O. 
Box 1831, San Diego, California 92112-4150. 


Shareholder Proposals for 1997 Annual Meeting 

     Proposals that shareholders may wish to have included in 
the proxy materials relating to the next Annual Meeting 
(1997) must be received by SDG&E, by November 14, 1996. 

Proxy Solicitations 

     SDG&E will reimburse brokerage firms and other 
securities' custodians for reasonable expenses incurred by 
them in forwarding proxy material to beneficial owners of 
stock. 

     Enova and SDG&E have retained Georgeson & Co., Inc., a 
proxy solicitation firm, to assist in the dissemination of 
proxy materials and the solicitation of proxies at an 
estimated cost of $12,000 plus disbursements. All costs 
associated with these solicitations will be allocated between 
Enova or SDG&E. 


Other Business to Be Brought Before the Annual Meeting 

     The board of directors does not know of any matters that 
will be presented for action at the Annual Meeting other than 
the matters described above. However, if any other matters 
properly come before the Annual Meeting, the holders of 
proxies solicited by the board of directors will vote on 
those matters in accordance with their judgment, and 
discretionary authority to do so is included in the enclosed 
proxy. 


                                      By order of the Board 
of Directors 
                                      Thomas A. Page 
                                      Chairman 

San Diego, California 
March 11, 1996 
PROXY 
    This Proxy is Solicited on Behalf of the Board of Directors of 
                 SAN DIEGO GAS & ELECTRIC COMPANY 
       Post Office Box 1831, San Diego, California 92112-4150 

            Annual Meeting of Shareholders April 23, 1996 

     DANIEL W. DERBES, RALPH R. OCAMPO and THOMAS A. PAGE, jointly or 
individually, are hereby appointed as proxies with full power of 
substitution to represent and vote all shares of stock of the undersigned 
shareholder(s) of record on March 1, 1996, at the annual meeting of 
shareholders of San Diego Gas & Electric Company (''SDG&E''), to be held 
at the Corporate Headquarters, 101 Ash Street, San Diego, California, on 
April 23, 1996, and at any adjournment or postponement thereof, as 
indicated on reverse side. 

        THIS CARD IS ONLY FOR SHARES OF PREFERRED STOCK. 

                             (Continued and to be signed on other side) 

FOLD AND DETACH HERE

 [MAP TO SDG&E's HEADQUARTERS GOES HERE] 

                                                      Please mark   X
                                                      your votes 
                                                       as this 


This Proxy when properly executed will be voted in the manner directed 
herein by the undersigned shareholder(s). If no direction is made, this 
Proxy will be voted FOR Item 1. 

                                                FOR 
1.     ELECTION OF DIRECTORS The Board          / /
o
f Directors recommends a vote FOR the 
following Nominees: Richard C. Atkinson, 
Stephen L. Baum, Ann Burr, 
Richard A. Collato, Daniel W. Derbes, 
Donald E. Felsinger, Robert H. Goldsmith, 
William D. Jones, Ralph R. Ocampo, 
Thomas A. Page and Thomas C. Stickel. 


FOR all nominees listed; except vote withheld 
for the following nominees (if any): 

- ------------------------------------

WITHHELD FOR ALL 
      /  /        WITHHELD for all nominees listed. 


2. In their discretion, act upon such other business 
as may properly come before the meeting. 

                                          YES        NO 
I am planning to attend the Annual        / /        / /
Meeting of SDG&E Shareholders. 

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING 
please mark, sign, date and return the proxy card 
promptly in the enclosed postage-paid envelope. 

Signature(s)   
            -------------------------------
Signature(s)   
            -------------------------------
Dated                                 ,1996
     ---------------------------------

[Shareholder Name and Address]

NOTE: Please sign exactly as name appears at left. If 
signing as executor, administrator, attorney, agent, 
trustee or guardian, please give full title as such. If a 
corporation or partnership, please sign in full such name 
by authorized person. 

(SEE OTHER SIDE) 


Please indicate any change in the above address 


                              FOLD AND DETACH HERE  

[SDG&E ANNOUNCEMENT GOES HERE] 

Annual Meeting of Shareholders
of SAN DIEGO GAS & ELECTRIC COMPANY 

Tuesday, April 23, 1996 
2:00 p.m.

San Diego Gas & Electric Company 
Corporate Headquarters
101 Ash Street
San Diego, California 92101

YOUR VOTE IS IMPORTANT
Please complete, date and sign your proxy and 
promptly return is in the enclosed envelope.

March 11, 1996