San Diego Gas & Electric Co – ‘POS AM’ on 1/19/94

As of:  Wednesday, 1/19/94   ·   Accession #:  898430-94-51   ·   File #s:  2-56856, 2-61421, 2-66733, 2-85009, 33-46736

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Form S-3, Post Effective Amendment 1                  34    114K 
 2: EX-24.1     Power of Atorney                                       1      5K 
 3: EX-24.2     Power of Attorney                                      1      8K 

POS AM   —   Form S-3, Post Effective Amendment 1
Document Table of Contents

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As filed with the Securities and Exchange Commission on January 19, 1994  
--------------------------------------------------------------------------------
                                                       Registration No. 33-46736

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

POST EFFECTIVE AMENDMENT NO. 1  
TO  
FORM S-3  
Registration Statement  
Under the 
Securities Act of 1933  

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 
(619)696-2000 
(Address, including zip code, and telephone number, including 
area code, of registrant's principal executive offices) 

NAD A. PETERSON, ESQ. 
Senior Vice President and General Counsel 
San Diego Gas & Electric Company  
101 Ash Street  
San Diego, California 92101 
(619)696-2000 
(Name, Address, Including Zip Code, and Telephone Number,   
Including Area Code,of Agent For Service) 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  
April 15, 1992  

      If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [  ]                                                                       

        If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, check the following box. [X]                       

     Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
herein also relates to shares registered under Registration Statements          
Nos. 2-56856, 2-61421, 2-66733 and 2-85009.                                     

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PROSPECTUS

SAN DIEGO 
GAS & ELECTRIC
COMPANY 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

COMMON STOCK
INVESTMENT PLAN 

5,000,000 SHARES OF COMMON STOCK
ISSUABLE TO PLAN PARTICIPANTS 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

January  ___, 1994

[LOGO]
SDG&E 

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SAN DIEGO GAS & ELECTRIC COMPANY                                                

COMMON STOCK INVESTMENT PLAN                                                    

The Common Stock Investment Plan (Plan) of San Diego Gas & Electric Company     
(Company) provides holders of its Common Stock, without par value (Common       
Stock), as well as customers of the Company who are not also shareholders, with 
a convenient and economical method of investing in shares of the Company's      
Common Stock without payment of brokerage commissions or service charges.       

Shares may be purchased through the Plan by:                                    

- shareholders, who may have cash dividends on all or some of their shares of   
Common Stock;                                                                   

- customers who are not also shareholders, who may join the Plan by making an   
initial investment of at least $25, up to a maximum of $25,000, which will be   
used to purchase Common Stock, and thereafter have all dividends on shares      
purchased under the Plan automatically reinvested in additional shares of Common
Stock; and                                                                      

- all participants, who may invest at their option additional cash amounts of   
not less than $25 per payment, up to $25,000 per calendar quarter, for the      
purchase of additional shares of Common Stock for their Plan accounts.          

The price of shares purchased under the Plan will be either: (1) for shares     
originally issued by the Company under the Plan, the average of the highest and 
lowest prices for the Company's Common Stock on the composite tape as published 
in the Western Edition of The Wall Street Journal for the pricing date, which   
normally will be the dividend payment date; or (2) for shares purchased under   
the Plan on the open market, the weighted average acquisition price of the      
shares purchased under the Plan for the pricing date in question.  See Question 
15 under "Description of the Plan."                                             

The Plan does not represent a change in the Company's dividend policy which will
continue to depend upon future earnings, financial requirements and other       
factors.  Shareholders who do not elect to participate in the Plan will continue
to receive cash dividends, as declared, by check as usual.                      

This Prospectus relates to authorized and unissued shares of Common Stock of the
Company registered for issuance under the Plan.  The terms and conditions       
governing the Plan are described in this Prospectus, and it is suggested that   
this Prospectus be retained for future reference.                               

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Outstanding shares of Common Stock are, and the shares of Common Stock offered  
hereby will be, listed on the New York and Pacific Stock Exchanges.  The        
reported last sale price of the Common Stock on the New York Stock Exchange on  
______ ___, 1994, was $__________.  All share information set forth herein      
reflects the two-for-one stock split effected on May 11, 1992.                  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY 
OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  

THE DATE OF THIS PROSPECTUS IS JANUARY ___, 1994.                               

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INTRODUCTORY STATEMENT                                                          

The Company is subject to the informational requirements of the Securities      
Exchange Act of 1934 and, in accordance therewith, files reports, proxy         
statements and other information with the Securities and Exchange Commission    
(Commission).  Such reports, proxy statements and other information can be      
inspected and copied at the office of the Commission located at 450 Fifth       
Street, N.W., Washington, D.C. 20549; and at the following regional offices of  
the Commission:  Seven World Trade Center, 13th Floor, New York, New York 10048;
and 500 West Madison Street, Room 1400, Chicago, Illinois 60661-2511.  Copies of
such material can be obtained at prescribed rates by writing to the Commission, 
Public Reference Section, Washington, D.C. 20549.  Such material can also be    
inspected at the New York, American and Pacific Stock Exchanges.                

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                                 

The following documents filed by the Company with the Commission are            
incorporated by reference in this Prospectus:                                   

    1. The Annual Report of the Company on Form 10-K for the year ended December
      31, 1992, filed pursuant to Section 13 of the Securities Exchange Act of
       1934, as amended by Form 8 dated April 19, 1993, and by Form 10-K/A dated
June 17, 1993.                                                    

2. Pages 3 to 11 of the Proxy Statement of the Company distributed to   
    shareholders in connection with the 1993 Annual Meeting of the Company
     (except "Report of Executive Compensation Committee") filed pursuant to
Section 16 of the Securities Exchange Act of 1934.                

   3. The Quarterly Reports of the Company on Form 10-Q for the quarters ended
     March 31, 1993, June 30, 1993 and September 30, 1993, filed pursuant to
Section 13 of the Securities Exchange Act of 1934.                

4. The Current Reports of the Company on Form 8-K dated March 19, 1993, 
     December 22, 1993 and January 11, 1994, filed pursuant to Section 13 of
the Securities Exchange Act of 1934.                              

All documents filed by the Company with the Commission pursuant to Sections     
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date 
hereof and prior to the termination of this offering shall be deemed to be      
incorporated by reference in this Prospectus.                                   

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The Company hereby undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of   
any such person, a copy of any or all of the documents referred to above which  
have been or may be incorporated in this Prospectus by reference, other than    
exhibits to such documents unless such exhibits are specifically incorporated by
reference into the information incorporated herein by reference.  Such requests 
should be directed to the Office of the Secretary, San Diego Gas & Electric     
Company, P.O. Box 1831, San Diego, California  92112, telephone (619) 696-2020  
(local), (800) 826-5942 (inside California), (800) 243-5454 (outside            
California).                                                                    

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DEFINITIONS                                                                     

For your information the following capitalized terms when used herein shall have
the following meanings:                                                         

AUTHORIZATION CARD shall mean such authorization form as the Company or the Bank
may from time to time, or upon request, furnish to Shareholders and which shall 
be returned to the Bank by Shareholders to indicate their election to           
participate in the Plan.                                                        

BANK shall mean First Interstate Bank of California which will administer the   
Plan and act as agent for Participants thereunder.                              

COMPANY shall mean San Diego Gas & Electric Company.                            

CUSTOMER shall mean any person, partnership, firm, corporation, organization,   
agency or other entity that is receiving electric or gas service from the       
Company.                                                                        

DIVIDEND PAYMENT DATE shall mean each quarterly date on which dividends are paid
on the Company's stock.  These dates are usually January 15, April 15, July 15, 
and October 15 of each year.                                                    

DIVIDEND RECORD DATE shall mean each quarterly date on which shareholders of    
record will be identified for receiving dividends on the following Dividend     
Payment Date.  These dates are usually December 10, March 10, June 10, and      
September 10 of each year.                                                      

ENROLLMENT FORM shall mean such enrollment form as the Company or the Bank may  
from time to time, or upon request, furnish to Customers who are not            
Shareholders and which shall be returned to the Bank by such Customers, together
with the initial cash investment, to indicate their election to participate in  
the Plan.                                                                       

EXCHANGE shall mean the New York Stock Exchange.                                

MARKET PRICE for shares originally issued by the Company under the Plan shall   
mean the average of the highest and lowest prices of the Company's Common Stock 
on the composite tape as published in the Western Edition of The Wall Street    
Journal for a Pricing Date.  If the Exchange is open on the Pricing Date but no 
trading occurs on the Company's Common Stock, the Market Price will be the      
average of the bid and asked prices on that date.  Should the Exchange be closed
on any Pricing Date, the average of the highest and lowest prices on the most   
recent preceding trading date will be used as the Market Price.  MARKET PRICE   
for shares purchased under the Plan on the open market shall mean the weighted  

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average acquisition price of all shares acquired by the Plan for the Pricing    
Date in question.                                                               

PARTICIPANT shall mean any Shareholder or Customer who has returned an          
Authorization Card or an Enrollment Form to the Bank indicating election to     
participate in the Plan, and who has been duly enrolled in the Plan by the Bank.

PLAN shall mean the Common Stock Investment Plan of the Company.                

PRICING DATE shall mean the Dividend Payment Date or, in any month during which 
a cash dividend is not paid, the fifteenth day of such month.                   

SHAREHOLDER shall mean any holder of record of the Company's Common Stock.      
Shares are held "of record" by a Participant only when the Participant's name   
appears on the stock certificate.  This indicates that the shares are registered
in the Participant's name in the Company's records for its Common Stock.        

THE COMPANY                                                                     

The Company is an operating public utility engaged principally in the business  
of generating, purchasing and distributing electric energy to approximately 1.1 
million customers in San Diego County and a portion of Orange County,           
California, and purchasing and distributing natural gas to approximately 687,000
customers in San Diego County.  The Company estimates that the population of the
territory served as of December 31, 1993 was approximately 2,800,000, of which  
approximately 1,200,000 resided in the city of San Diego.                       

The Company was incorporated in California in 1905.  Its principal offices are  
in the Electric Building, 101 Ash Street, San Diego, California  92101, and its 
telephone number is (619) 696-2000.                                             

DESCRIPTION OF THE PLAN                                                         

The Company's Common Stock Investment Plan (Plan) consists of the following     
questions and answers.  For additional information concerning the Plan, you may 
telephone the Office of the Secretary at (619) 696-2020 (local), (800) 826-5924 
(inside California), (800) 243-5454 (outside California).                       

PURPOSE AND BENEFITS                                                            

1. WHAT IS THE PURPOSE OF THE PLAN?                                             

The Plan offers Shareholders a convenient method of reinvesting their quarterly 
cash dividends and investing optional cash investments to purchase additional   

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shares of the Company's Common Stock.  Additionally, Customers who are not also 
Shareholders may join the Plan by making an initial investment of at least $25  
which will be used to purchase shares of the Company's Common Stock for their   
Plan accounts, and thereafter participate in the Plan.  All Common Stock        
purchases under the Plan may be made, at the Company's option, in open market   
purchases of Common Stock, or from the newly issued Common Stock, or any        
combination of open market purchases and newly issued Common Stock.  When shares
are purchased from the Company, the Company will receive additional funds needed
for general corporate purposes including its continuing construction program.   
See "Use of Proceeds."                                                          

2. WHAT ARE THE BENEFITS OF THE PLAN?                                           

The Plan offers Participants the following benefits:                            

A.   Existing Shareholders                                        

- Cash dividends on their shares of Common Stock may be 
         automatically reinvested in additional shares of Common Stock for
their Plan accounts;                                    

          - A percentage of the cash dividends on shares registered in their
          names (i.e., shares for which they hold certificates outside their
       Plan accounts) may be designated for the purchase of additional
           shares for their Plan accounts, while cash dividends on the balance
            of the shares registered in their names will continue to be received
by check.                                               

B.   Customers who are not Shareholders                           

            - The Plan may be joined by making an initial investment of at least
$25.                                                    

C.   All Participants                                             

    - Cash dividends on all shares of Common Stock in their Plan
   accounts will be automatically fully reinvested to purchase
        additional shares of Common Stock for their Plan accounts at the
Market Price;                                           

   - Optional cash investments may be made for the purchase of
        additional shares of Common Stock for their Plan accounts at the
Market Price;                                           

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         - The Company pays all costs associated with purchases made under
the Plan;                                               

         - The cumbersome safekeeping of certificates for shares purchased
     for their accounts under the Plan can be avoided, and regular
          statements regarding purchases and other activities for their Plan
       accounts will be provided to simplify their own record keeping.

Moreover, the requirement that the Company withhold tax on cash dividends does  
not apply to any dividends reinvested under the Plan.  See Question 27.         

PARTICIPATION                                                                   

3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?                                  

Any Shareholder is eligible to participate.  In addition, all of the Company's  
Customers are eligible to join the Plan by making an initial investment as      
described under Question 4, and thereafter to participate in the Plan.          

Beneficial owners of the Company's Common Stock whose shares are held for them  
in registered names other than their own, such as in the names of brokers,      
clearing associations, banks and other nominees or trustees, may become holders 
of record (i.e., Shareholders) by having their shares transferred into their own
names.  Depending on the policies and procedures of individual brokers, clearing
associations, banks or other nominees or trustees, beneficial owners may be able
to participate in the Plan by requesting that the record holder or holders of   
shares held for them participate on their behalf.  Although the Company will    
permit such record holders to participate in the Plan on certain terms and      
conditions which differ from those set forth in this Prospectus, the Company    
makes no guarantee they will choose to do so.  In addition, participation in the
Plan through brokers, clearing associations, banks and other nominees or        
trustees may be on additional or different terms and conditions than those set  
forth in this Prospectus, and may involve certain additional costs, in which    
case the terms and conditions set forth by each broker, clearing association,   
bank or other nominee or trustee shall govern.                                  

4. HOW MAY A PERSON JOIN THE PLAN?                                              

Shareholders may join the Plan by completing an Authorization Card and an IRS   
Form W-9 provided by the Company or by the Bank and sending them to First       
Interstate Bank, Dividend Reinvestment Service, P.O. Box 60975, Los Angeles,    
California 90060, telephone (800) 522-6645.                                     

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Customers who are not Shareholders may join the Plan by completing an Enrollment
Form and an IRS Form W-9 provided by the Company or the Bank and sending them to
the Bank at the foregoing address.                                              

Forms may be provided from time to time by mail to Shareholders and Customers,  
and will also be furnished on written request to San Diego Gas & Electric       
Company, Office of the Secretary, P.O. Box 1831, San Diego, California  92112,  
or by telephone request to the Office of the Secretary at (619) 696-2020        
(local), (800) 826-5924 (inside California), (800) 243-5454 (outside            
California).                                                                    

Shareholders who select either of the dividend reinvestment options described   
under Question 7 below, are not required to send any payment with the           
Authorization Card.  An optional cash investment may, however, be made at such  
time.  See Question 17.  A Shareholder who wants to participate in the Plan     
while continuing to receive full cash dividends on all shares of Common Stock   
registered in the Shareholder's name may join the Plan by making an optional    
cash investment of at least $25, up to a maximum of $25,000, at the time the    
original Authorization Card is returned.  All joint owners must sign the        
Authorization Card.  Customers of the Company who are not also Shareholders may 
become Participants in the Plan only by making an initial cash investment of at 
least $25 when the Enrollment Form is returned.  The maximum investment which   
may be made upon joining the Plan is $25,000.                                   

5. WHEN MAY A PERSON JOIN THE PLAN?                                             

The Plan may be joined at any time by submitting an Authorization Card or       
Enrollment Form in the manner described under Question 4 above.                 

If an Authorization Card of a Shareholder specifying one of the dividend        
reinvestment options provided under the Plan is received by the Bank on or      
before the Dividend Record Date (approximately 35 days in advance of the payment
date), the dividend will be invested in additional shares of Common Stock in    
accordance with the investment instructions contained therein.  See Question 13.
If the Authorization Card is received in the period between any Dividend Record 
Date and Dividend Payment Date, that dividend will be paid in cash and the      
Shareholder's initial dividend reinvestment will be delayed until the following 
dividend.                                                                       

The initial purchase of Common Stock for a Customer who is not a Shareholder    
will be made on the first Pricing Date for optional and initial cash investments
following the receipt of the Customer's Enrollment Form by the Bank.  The next  
cash dividend on the shares purchased with the initial investment will          
automatically be fully reinvested to purchase additional shares of Common Stock 
for the new Participant's Plan account at the Market Price.  See Question 14.   

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6. WHAT DOES THE ENROLLMENT FORM PROVIDE?                                       

The Enrollment Form allows Customers who are not Shareholders to enroll and     
participate in the Plan.  By returning an executed Enrollment Form to the Bank  
with an initial cash investment of at least $25, up to a maximum of $25,000, the
Customer appoints the Bank as his or her agent and directs the Bank to establish
a Plan account for the Customer and apply the initial investment to the purchase
of Common Stock for the Customer's Plan account.  Shares of Common Stock        
purchased for the Customer's Plan account will not be registered in the         
Customer's name, but will be registered in the name of the Bank or one of its   
nominees, such as Stone & Co., as agent for Participants in the Plan.  See      
Questions 11, 21 and 36.                                                        

Dividends on all shares held in the Customer's Plan account will be             
automatically reinvested in additional shares of Common Stock for the Customer's
Plan account at the Market Price.  Once a Customer becomes a Participant in the 
Plan, all provisions, benefits and requirements of the Plan become applicable to
the Customer.  Should the Customer subsequently acquire additional shares       
registered in his or her name, or withdraw shares from his or her Plan account, 
a separate Authorization Card must be returned to the Bank to indicate how the  
Customer wishes dividends on such shares to be reinvested under the Plan.  See  
Questions 7 and 8.                                                              

7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?                                    

The Authorization Card allows Shareholders to indicate how they wish to         
participate in the Plan.  By completing the appropriate instructions on the     
Authorization Card, Shareholders may indicate whether they want to reinvest     
their cash dividends under either of the following reinvestment options:        

        Full Dividend Reinvestment - All cash dividends on all shares of
        Common Stock registered in the Shareholder's name or held in the
          Shareholder's Plan account will be automatically paid to the Bank,
        which will apply such dividends to purchase additional shares of
            Common Stock at the Market Price for the Shareholder's Plan account.

         Partial Dividend Reinvestment - All cash dividends on a specified
          percentage of the shares registered in the Shareholder's name will
          be automatically paid to the Bank, which will apply such dividends
to the purchase of                                      

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            additional shares of Common Stock for the Shareholder's Plan account
          at the Market Price.  The Shareholder will continue to receive all
           cash dividends on those shares registered in the Shareholder's name
           which are not designated for reinvestment, as declared and paid, by
         check.  Partial dividend reinvestment is not available for shares
held in the Shareholder's Plan account.                 

A Shareholder who does not want dividends on any of the shares registered in the
Shareholder's name to be reinvested under the Plan may nevertheless indicate on 
the Authorization Card the desire to make optional cash investments as described
under Question 17, and may join the Plan in the manner described under Question 
4.                                                                              

As noted above, partial dividend reinvestment does not apply to shares held in a
Shareholder's Plan account.  Cash dividends on all shares of Common Stock held  
under the Plan, whether purchased with reinvested dividends or with optional    
cash investments and including any shares transferred by the Shareholder to the 
Shareholder's Plan account as described under Question 30, will automatically be
fully reinvested in additional shares of Common Stock. If a Shareholder desires 
to discontinue the automatic reinvestment of cash dividends on some portion of  
the shares held in his or her Plan account, the Shareholder may withdraw any    
whole number of such shares from the Plan and be issued certificates therefor   
which would be registered in the Shareholder's name.  See Questions 21 and 23.  
Thereafter, cash dividends on such shares held outside the Plan account would be
reinvested in accordance with the Shareholder's dividend reinvestment option    
then in effect.  See Question 9.                                                

The Authorization Card appoints the Bank agent for the Shareholder and directs  
the Company to pay the Bank all cash dividends on shares of Common Stock        
registered in the Shareholder's name or held in the Shareholder's Plan account  
which are to be reinvested in accordance with the dividend reinvestment option  
selected.  The Authorization Card also directs the Bank to purchase shares of   
Common Stock for the Shareholder's Plan account with all cash dividends received
by the Bank for reinvestment and with any optional cash investments made by the 
Shareholder.                                                                    

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8. WHAT HAPPENS IF A PARTICIPANT WHO IS REINVESTING THE CASH DIVIDENDS ON       
ALL OR A PART OF HIS OR HER SHARES OF COMMON STOCK SELLS OR TRANSFERS A   
PORTION OF SUCH SHARES?  WHAT IF THE PARTICIPANT ACQUIRES ADDITIONAL      
SHARES IN THE OPEN MARKET OR OTHERWISE?                                   

If a Participant who is reinvesting cash dividends on all of his or her shares  
disposes of a portion of such shares, the Bank will continue to reinvest the    
cash dividends on the remainder of the shares.  If additional shares are        
acquired and are registered in the Participant's name exactly as it is specified
on his or her Authorization Card or Enrollment Form, the original authorization 
to reinvest dividends on all shares will include the new shares, unless the     
Participant changes the investment option selected.                             

If a Participant who is reinvesting cash dividends on part of the Participant's 
shares held outside of the Plan disposes of a portion of such shares, the Bank  
will continue to reinvest the cash dividends on that percentage of the remainder
of the shares registered in the Participant's name which was specified on the   
Participant's Authorization Card or Enrollment Form.  For example, if a         
Participant authorized the Bank to reinvest the cash dividends on 50 percent of 
the shares registered in the Participant's name, at a time when the Participant 
held a total of 100 shares, and then the Participant disposed of 20 of these    
shares, the Bank would continue to reinvest the cash dividends on 40 of the     
remaining 80 shares.  Similarly, if the Participant who authorized reinvestment 
of dividends on 50 percent of the shares registered in the Participant's name   
acquired an additional 50 shares, or transferred 50 shares out of the           
Participant's Plan account as described under Question 7, making a new total of 
150 shares held outside the Participant's Plan account, the Bank would reinvest 
dividends on 75 shares.                                                         

The reinvestment options described under Question 7 would continue until the    
Participant changed the investment option selected.  See Question 9.            

9. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?                         

A Participant may change investment options previously selected at any time by  
requesting a new Authorization Card and returning it to First Interstate Bank,  
Dividend Reinvestment Service, Box 60975, Los Angeles, California 90060,        
telephone (800) 522-6645.  All joint owners must sign.  Any change in options   
with respect to reinvestment of dividends must be received by the Bank on or    
before the Dividend Record Date in order for the change to be effective with    
respect to such dividend.  See Question 13.                                     

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COSTS                                                                           

10. WHAT COSTS DO PARTICIPANTS PAY?                                             

Participants will incur no brokerage commissions or service charges for         
purchases made under the Plan.  All costs of administration of the Plan will be 
paid by the Company, except for (1) a Bank charge, currently $2.50, for each    
withdrawal of full-share certificates from continuing Plan accounts, (2) a Bank 
charge, currently $2.50, plus any applicable brokerage commission or other costs
upon sale of shares by the Bank on termination of a Plan account, and (3) a Bank
charge, currently $2.50, for any transfer of a Participant's directly held      
shares to the Participant's Plan account.  See Questions 21, 24 and 30.         

ADMINISTRATION                                                                  

11. WHO ADMINISTERS THE PLAN FOR THE PARTICIPANTS?                              

The Bank administers the Plan and acts as agent for the Participants.  See      
Question 36.  Should the Bank resign or be discharged, another agent would be   
asked to serve.                                                                 

PURCHASES                                                                       

12. WILL THE PLAN PURCHASE SHARES IN THE OPEN MARKET?                           

All Common Stock purchases under the Plan may be made, at the Company's option, 
in open market purchases of Common Stock, or from newly issued Common Stock, or 
any combination of open market purchases and newly issued Common Stock.         

13. WHEN WILL DIVIDENDS BE REINVESTED?                                          

Purchases of Common Stock with reinvested dividends will be made as of the      
Dividend Payment Date.  That date is the Pricing Date for reinvested dividends. 
The Common Stock normally pays dividends on the fifteenth day of the months of  
January, April, July and October.  See Question 14.  Shares representing        
purchases under the Plan of newly issued Common Stock may, for administrative   
purposes, be issued by the Company on or as of a date up to one week after the  
related Pricing Date.  Shares purchased under the Plan on the open market may be
acquired over a period of a few days before and after the related Pricing Date. 

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14. WHEN WILL OPTIONAL OR INITIAL CASH INVESTMENTS BE USED TO PURCHASE          
COMMON STOCK?                                                           

Optional and initial cash investments will be invested once each month, in order
to minimize accumulation of uninvested funds.  In any month in which a cash     
dividend on Common Stock is paid, optional and initial cash investments will be 
invested as of the Dividend Payment Date.  In other months, optional and initial
cash investments will be invested as of the fifteenth day of the month.         

On written request, a Participant may receive the return of any optional cash   
investment if the request is received by the Bank no later than the second      
business day before such payment is to be invested.  See Question 15.           

As in the case of shares purchased with reinvested dividends, for administrative
purposes, when purchasing shares from newly issued Common Stock, the Company may
issue shares purchased with optional or initial cash investments on or as of a  
date up to one week after the related Pricing Date.  Shares purchased under the 
Plan on the open market may be acquired over a period of a few days before and  
after the Pricing Date.  See Question 13.                                       

No interest will be paid on optional or initial cash investments held by the    
Bank.  Therefore, Participants are encouraged to mail their optional and initial
cash investments so as to reach the Bank as close to but not later than two     
business days before an investment date.  All such payments received by the Bank
on or after an investment date will be held for investment in the following     
month.                                                                          

15. WHAT PRICE WILL PARTICIPANTS PAY FOR SUCH SHARES?                           

The price at which shares will be purchased with reinvested dividends or        
optional and initial cash investments will be the Market Price.                 

It should be recognized that, since investment prices are determined as of the  
dates specified in Questions 13 and 14, a Participant loses any advantage       
otherwise available from being able to select the timing of his or her          
investment.                                                                     

16. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?                         

The number of shares to be purchased for each Participant depends upon the      
amount of dividends payable, and whether full or partial reinvestment thereof   
has been selected, the amount of optional or initial cash investments made, and 
the Market Price of the Common Stock.  The total amount to be invested will be  
used to purchase as many full and fractional shares to three decimal places as  
can be purchased at the Market Price determined as described under Question 15. 
The requirement that the Company withhold a portion of cash dividends, as       

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required by the Internal Revenue Code, does not apply to any dividends          
reinvested under the Plan.  Where dividends payable to foreign Participants are 
subject to income tax withholding, only the remainder of such dividends will be 
reinvested in additional shares.  See Question 27.                              

17. WHAT ARE THE LIMITATIONS ON OPTIONAL CASH INVESTMENTS?                      

Any Participant may make optional cash investments under the Plan in a minimum  
amount of $25 per payment, or in whole dollar increments up to a maximum of     
$25,000 in any calendar quarter.  Such funds must be received by the Bank at    
least two business days prior to the date on which they will be invested.  See  
Question 14.  Only checks or money orders made payable to First Interstate Bank 
should be remitted.  The entire amount of such payments will be invested in full
and fractional shares of the Company's Common Stock to three decimal places.    
Any amount received of less than $25 per payment or in excess of $25,000 per    
quarter will be promptly returned to the Participant.  The total of optional and
initial cash investments during the calendar quarter in which a Participant     
joins the Plan cannot exceed $25,000.                                           

There is no obligation to make any cash investments, the same amount of money   
need not be sent for each optional cash investment, and there is no obligation  
to make an optional cash investment every month.  See Question 29.              

STATEMENTS/REPORTS                                                              

18. WHEN AND HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF COMMON       
STOCK?                                                                  

As soon as practical after each purchase for a Participant's Plan account, a    
statement will be mailed by the Bank to the Participant advising the Participant
of the investment and summarizing all investment activity for the year to date. 
These statements are the Participant's continuing record of cost information and
should be retained for tax purposes.                                            

19. WHAT OTHER COMMUNICATIONS WILL A PARTICIPANT RECEIVE?                       

In addition to a copy of this Prospectus, each Participant will receive copies  
of any amendments or supplements hereto in which modifications are made to the  
Plan, copies of the Company's quarterly and annual reports and proxy statements,
and tax notices covering both directly held shares and shares held in the       
Participant's Plan account.  However, Participants will not receive duplicate   
mailings where the same materials are furnished as a result of their direct     
ownership of shares.  In addition, where more than one Participant has the same 
address, only one copy of certain materials will be sent to that address if     
Participants to whom such                                                       

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materials are not sent agree thereto in writing.  See Question 26 for a         
description of a year-end statement which each Participant will receive on an   
annual basis regarding dividends paid on all shares held in the Participant's   
Plan account.                                                                   

DIVIDENDS                                                                       

20. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR        
ACCOUNT UNDER THE PLAN?                                                 

Yes.  The Company pays dividends, as declared, to the record holders of all of  
its Common Stock.  As the record holder for Participants, the Bank (or its      
nominee) will receive dividends for all Plan shares held of record by it.  It   
will credit such dividends to Participants on the basis of full and fractional  
shares held in their accounts, and will reinvest such dividends in additional   
shares (to the third decimal point) at the Market Price.                        

Shares purchased through optional and initial cash investments made in any      
quarter, up to and including the Dividend Record Date for that quarter, will    
normally be entitled to any dividend payable at the end of that quarter.  See   
Question 14.                                                                    

CERTIFICATES                                                                    

21. ARE CERTIFICATES ISSUED FOR THE SHARES PURCHASED?                           

Certificates will be issued by the Company to the Bank to hold for the Plan     
accounts of Participants.  This provides protection against loss, theft or      
inadvertent destruction of stock certificates and facilitates the ownership of  
fractional shares by Participants.                                              

No certificates will be issued to a Participant for shares in the Participant's 
Plan account unless he or she so requests the Bank in writing or until his or   
her account is terminated.  At any time, a Participant may request the Bank to  
send the Participant's certificates for any full shares credited to the         
Participant's Plan account.  Such requests will be handled by the Bank at a     
charge, currently $2.50, to the Participant.                                    

Certificates for fractional shares will not be issued under any circumstances.  

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22. WHAT HAPPENS TO THE FRACTIONAL SHARES WHEN THE PLAN IS TERMINATED, OR       
WHEN A PARTICIPANT REQUESTS A CERTIFICATE FOR WHOLE SHARES BUT WISHES TO
EITHER REMAIN IN THE PLAN OR TERMINATE THE PARTICIPANT'S ACCOUNT UNDER  
THE PLAN?                                                               

As long as a Participant remains in the Plan and owns, either directly or under 
his or her Plan account, one full share, any fractional share balance will      
continue to be maintained to the credit of the Participant's account.           

When a Participant's account is terminated or if the Company terminates the     
Plan, a cash adjustment representing the fractional share will be mailed        
directly to the Participant.  The cash payment will be made by the Bank based on
the market value  of the shares of the Company's Common Stock at the time of    
termination.                                                                    

23. IN WHOSE NAME WILL CERTIFICATES FOR WHOLE SHARES BE ISSUED?                 

Each Plan account of a participating Shareholder will be maintained in the name 
in which shares held of record by the Shareholder are registered.  The Plan     
account of a participating Customer will be maintained in the name specified on 
the Enrollment Form when Plan participation began.  Consequently, certificates  
for full shares will be similarly registered when issued.                       

Upon written request, certificates can also be registered in names other than   
that of the Participant, subject to compliance with any applicable laws and the 
payment by the Participant of any applicable taxes.                             

TERMINATION OF PARTICIPANT'S ACCOUNT                                            

24. WHEN MAY A PARTICIPANT TERMINATE HIS OR HER PLAN ACCOUNT?                   

A Participant can terminate an account at any time by written notice to First   
Interstate Bank of California, Dividend Reinvestment Service, P.O. Box 60975,   
Los Angeles, California  90060.  However, the notice must be received by the    
Bank at least 15 days prior to a Dividend Record Date in order to make the      
termination effective by that Dividend Record Date.  Termination notices        
received less than 15 days prior to a Dividend Record Date, but prior to a      
Dividend Payment Date, will be processed as soon as practical on or after the   
Dividend Payment Date.  In some instances, shares can be obtained more quickly  
if a Participant withdraws from their account a portion of their shares (see    
Question 21) and subsequently terminates the remaining balance, rather than     
terminating the full account at one time.                                       

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Upon such termination, the Participant will receive (a) cash for any fractional 
share held in his or her account, and (b) a certificate for all full shares held
in the Participant's account.  A terminating Participant may request the Bank to
sell all full shares held in the Participant's Plan account.  If a Participant  
requests the sale of the Participant's Plan shares, the Bank will promptly sell 
the full shares on the open market and pay the Participant the proceeds of the  
sale less a handling charge, currently $2.50, and any applicable brokerage      
commission or service charge.  Such a request must be in writing.  If the       
proceeds from sold shares are to be delivered to someone other than the         
Participant, the written request to the Bank must include a signature guarantee 
by an eligible institution such as a bank, credit union or broker which is a    
member of or a participant in a signature medallion program.                    

Whenever a Participant no longer owns shares directly and owns less than one    
full share under the Plan, the Bank is authorized to terminate the Participant's
Plan account and send the Participant a cash settlement as outlined under       
Question 22 for his or her fractional share.                                    

REJOINING THE PLAN                                                              

25. WHEN MAY A SHAREHOLDER OR CUSTOMER REJOIN THE PLAN?                         

Generally, a Shareholder or Customer may again become a Participant at any time.
However, the Company reserves the right to reject any Authorization Card or     
Enrollment Form from a previous Participant on the grounds of excessive joining 
and termination.  Such reservation is intended to minimize unnecessary          
administrative expense and to encourage use of the Plan as a long-term          
investment service.                                                             

TAX CONSEQUENCES OF PLAN PARTICIPATION                                          

26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?  

Dividends which are reinvested in Common Stock under the Plan will be treated,  
for Federal income tax purposes, as ordinary income in the form of taxable stock
distributions rather than as cash dividends.  A Participant whose dividends are 
reinvested under the Plan will therefore be treated as having received, as a    
dividend, an amount equal to the fair market value on the Dividend Payment Date 
of the shares acquired by the Participant through such reinvestment.  That value
will be based on the Market Price for the Common Stock.  The Participant's year-
end statement will indicate the total amount of dividends paid on shares held   
for the Participant's Plan account.  The Company will send a separate statement 
reporting dividends paid on all shares registered in the Participant's name on  
the books of the Company.                                                       

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The tax basis for Common Stock purchased with reinvested dividends will be based
upon the Market Price of the shares so purchased (the tax basis will also be    
equal to the amount of reinvested dividends).  The tax basis of shares purchased
with any initial or optional cash investment will be based upon the Market Price
of the shares so purchased (the tax basis will also be equal to the amount of   
the initial or optional cash investment).                                       

A Participant's holding period for shares of Common Stock acquired through the  
Plan will begin on the day following the purchase of such shares.               

Brokerage commissions paid by the Company on purchases made by a Participant are
includable in dividend income and will be reported to the Internal Revenue      
Service and on the Participant's statements.  Such amounts reported as income   
are also treated as increases in the tax basis of the associated purchased      
shares.                                                                         

A Participant who receives, upon termination of the Participant's Plan account, 
a cash adjustment for a fraction of a share will realize a gain or loss with    
respect to such fraction.  See Questions 22 and 24.  Gain or loss will also be  
realized by the Participant when whole shares are sold pursuant to the          
Participant's request upon withdrawal from the Plan (see Question 24) or when   
whole shares are sold or exchanged by the Participant after the shares have been
withdrawn from the Plan.  The amount of such gain or loss will be the difference
between the amount which the Participant receives for the shares or fraction of 
a share, and the tax basis thereof.                                             

Participants are advised to consult their own tax advisor.                      

27. ARE THERE ANY FEDERAL INCOME TAX BENEFITS APPLICABLE TO REINVESTMENT        
OF DIVIDENDS?                                                           

Federal income tax withholding is not applicable to dividends reinvested under  
the Plan.  The statutory withholding rate will be applied to cash dividends     
which are not reinvested under the Plan.  A statutory or treaty withholding rate
will be applied to foreign Shareholders' cash dividends before they are paid or 
reinvested under the Plan.  Any amount withheld will be shown on the information
return and statement issued by the Company and the Bank to each Shareholder.    

28. WHAT ARE THE STATE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?    

State income tax consequences vary from jurisdiction to jurisdiction, and are   
not necessarily the same as Federal income tax consequences.  Participants      
should consult their own tax advisor concerning state income tax treatment.     

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OTHER INFORMATION                                                               

29. IS A PARTICIPANT OBLIGATED TO MAKE OPTIONAL CASH INVESTMENTS?               

No.  While the optional cash investment feature offers an opportunity to        
increase ownership under favorable terms, it is intended to be voluntary only   
and a Participant is not required to make such cash investments.                

30. WHAT IS THE EFFECT ON A PARTICIPANT'S PLAN ACCOUNT IF THE PARTICIPANT       
TRANSFERS ALL SHARES REGISTERED IN THE PARTICIPANT'S NAME HELD OUTSIDE  
THE PARTICIPANT'S PLAN ACCOUNT?                                         

None, as long as the Participant has at least one full share in his or her Plan 
account.  Dividends on Plan shares and any optional cash investments would      
continue to be invested under the Plan in additional shares of Common Stock for 
the Participant's Plan account.                                                 

A Participant who desires to avoid the responsibility for safekeeping of        
certificates for shares registered in his or her name, or to eliminate the      
necessity of keeping separate records with respect to such shares, may elect to 
transfer all of his or her directly-held shares to the Participant's Plan       
account.  Such a transfer would be subject to a Bank handling fee, currently    
$2.50.  Once transferred to the Participant's Plan account, however, all        
dividends on all of such shares will automatically be reinvested in additional  
shares of Common Stock for the Participant's Plan account at the Market Price,  
and any previous instruction for partial dividend reinvestment with respect to  
the shares so transferred will no longer be in effect.                          

If a Participant in the Plan determines to dispose of all of the Participant's  
interest in the Company, the Participant must separately arrange with the Bank  
to dispose of the Participant's shares held in the Plan as described in Question
24.  The transfer of stock certificates representing directly held shares will  
have no effect on shares held in a Participant's Plan account except where the  
Participant's Plan account has less than one full share.                        

31. WHAT LIMITATIONS ARE IMPOSED ON THE PARTICIPANT WITH REGARD TO THE ASSETS   
HELD BY THE BANK UNDER THE PLAN?                                        

The Participant shall have no right to draw checks or drafts against the        
Participant's Plan account or to give instructions to the Bank in respect to any
shares or cash held therein except as expressly provided herein. Also, the      
Participant cannot assign the shares held in the Participant's Plan account as  
collateral but must request delivery of a certificate for the Participant's full
shares as provided in Question 21.                                              

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32. IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, HOW WILL THE RIGHTS      
ON PLAN SHARES BE HANDLED?                                              

Warrants representing the rights on all Plan shares registered in the name of   
the Bank (or its nominee) will be issued to the Bank.  The Bank will sell such  
rights, credit each Participant's account in proportion to the full and         
fractional shares held therein on the record date for such rights, and apply the
proceeds to the purchase of additional shares.  Participants who wish to        
exercise stock purchase rights on the Plan shares must request, five business   
days prior to the record date for any such rights, that the Bank forward to him 
or her a certificate for full shares as provided in Question 21.                

Warrants representing rights on shares held directly by Participants will be    
mailed directly to them in the same manner as to Shareholders not participating 
in the Plan.                                                                    

33. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A           
STOCK SPLIT?                                                            

Any stock dividends or split shares distributed by the Company on shares held in
the Plan will be credited to the Participant's Plan account.  Stock dividends or
split shares distributed on shares held directly by Participants will be mailed 
directly to them in the same manner as to Shareholders not participating in the 
Plan.                                                                           

34. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL          
MEETINGS OF SHAREHOLDERS?                                               

Shares held in the Plan for a Participant will be voted as the Participant      
directs.                                                                        

If the Participant has directly owned shares registered in the Participant's    
name, the Participant will receive a proxy card covering both the Participant's 
directly held shares and the shares held in the Participant's Plan account.  If 
the Participant does not have directly owned shares registered in the           
Participant's name, the Participant will receive a proxy card covering the      
Participant's Plan shares.  In either case, all of the Participant's shares will
be voted in accordance with the Participant's proper instructions.              

If no instructions are indicated on a properly signed and returned proxy card,  
all of the Participant's shares (whether owned directly or held in the Plan)    
will be voted in accordance with the recommendations of the Company's Board of  
Directors.  If the proxy card is not returned, the Participant's shares may be  
voted only if the Participant or the Participant's duly appointed representative
votes in person at the meeting.                                                 

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35. MAY THE PLAN BE CHANGED OR DISCONTINUED?                                    

While the Company hopes to continue the Plan indefinitely, the Company reserves 
the right to suspend or terminate the Plan at any time.  It also reserves the   
right to make modifications to the Plan.  Any suspension, termination or        
modification will be announced to participating Shareholders prior to its       
effective date.                                                                 

36. WHAT IS THE RESPONSIBILITY OF THE BANK AS AGENT FOR PARTICIPANTS UNDER      
THE PLAN?                                                               

The Bank receives the Participant's dividends which are to be reinvested and all
initial and optional cash investments, invests such funds in additional shares  
of the Company's Common Stock for the Participant's Plan accounts, maintains    
continuing records of each Participant's Plan account, holds in a nominee name  
all shares purchased for Participants, and advises Participants as to all       
transactions in and the status of their Plan accounts.                          

All notices from the Bank to a Participant will be addressed to the Participant 
at the last address of record with the Bank.  Participants should notify the    
Bank promptly in writing of any change of address.                              

In performing its duties under the Plan, the Bank shall not be liable for any   
act done in good faith, or for any good faith omission to act, including,       
without limitation, any claims of liability arising out of failure to terminate 
a Participant's account upon such Participant's death prior to receipt of notice
in writing of such death.                                                       

37. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE COMPANY'S            
COMMON STOCK?                                                           

A Participant's investment in shares held in his or her Plan account is no      
different than investment in directly-held shares in this regard.  The          
Participant bears the risk of loss and the benefits of gain from market price   
changes with respect to all of his or her shares.                               

Neither the Company nor the Bank can guarantee that shares purchased under the  
Plan will, at any particular time, be worth more or less than their purchase    
price.                                                                          

38. WHAT HAS BEEN THE LEVEL OF PARTICIPATION IN THE PLAN?                       

At November 30, 1993, 27,575 holders of the Company's Common Stock, or          
approximately 39.3 percent of all Common Shareholders, were Participants in the 

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Plan.  From October 15, 1976 (the date of the first dividend payment which could
be reinvested) through November 30, 1993, Plan Participants had purchased       
16,353,020 shares of Common Stock through the Plan (adjusted to reflect two-for-
one stock split effected on May 11, 1992).                                      

USE OF PROCEEDS                                                                 

The net proceeds from the sale by the Company of shares of Common Stock pursuant
to the Plan will be applied as available to finance certain capital expenditures
made and to be made by the Company, to refund certain of the Company's          
outstanding debt securities, and for other valid corporate purposes.  The       
Company is unable to estimate the number of shares of its Common Stock that     
ultimately will be sold pursuant to the Plan or the prices at which such shares 
will be sold.                                                                   

CONSTRUCTION PROGRAM AND FINANCING REQUIREMENTS                                 

Using a 1992 normal weather level as a base, the Company currently estimates    
that electric sales and system peak demand for the next five years will grow at 
an average rate of one percent per year.                                        

Additions to utility plant under the Company's construction program, excluding  
nuclear fuel and the allowance for funds used during construction, were $277    
million in 1992 and are estimated to aggregate $2.1 billion for the next five   
years.                                                                          

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ESTIMATED ADDITIONS TO UTILITY PLANT                                            
(In Millions)                                                                   

                                                                [Download Table]

      Electric and Common     Gas    Total
      -------------------     ---    -----
                                          
1993                $252      $48    $300 
1994                 313       54     367 
1995                 416       62     478 
1996                 432       61     493 
1997                 437       58     495 

Cash requirements for 1993-1997 include the construction program, sinking fund  
requirements and retirements of maturing long-term debt.  For the years 1993-   
1997 sources are expected to consist of cash flow from operations and issuances 
of stock and debt.                                                              

The Company conducts a continuing review of its construction and financing      
programs.  They are revised in response to changes in system load growth,       
inflation, rate relief, environmental and regulatory requirements, and          
availability and cost of capital.                                               

COMMON STOCK DIVIDENDS AND PRICE RANGE                                          

The Company has paid dividends on its Common Stock in each year since 1909.  It 
is generally the practice of the Company to pay dividends quarterly on the      
fifteenth day of January, April, July and October to shareholders of record on  
the tenth day of the preceding month.  On February 22, 1993, the Company's Board
of Directors increased the quarterly dividend from $0.36 to $0.37 per share to  
be paid April 15, 1993 to shareholders of record on March 10, 1993.  Future     
dividends will depend on future earnings, cash flow, the financial position of  
the Company and other factors.                                                  

Dividends paid in 1992 were fully taxable for Federal income tax purposes.      
Based on operating results to date, the Company believes that dividends paid in 
1993 will also be fully taxable for Federal income tax purposes.  See Questions 
26 and 27.                                                                      

The Company's Common Stock is listed on the New York and Pacific Stock          
Exchanges.  The high and low sale prices per share, reported on a composite     
basis, for the period indicated were as follows:                                

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                                                                [Download Table]

              High     Low    
------------------------------
                              
1990:                         
1st Quarter   22 5/8  20 3/8  
2nd Quarter   21 7/8  19 3/4  
3rd Quarter   22 1/8  19 1/2  
4th Quarter   23 1/2  19 7/8  

1991:                         
1st Quarter   22 7/8  21      
2nd Quarter   22 3/4  18 5/8  
3rd Quarter   21      18 1/4  
4th Quarter   23      20 5/8  

1992:                         
1st Quarter   22 3/4  21 1/4  
2nd Quarter   23 1/2  21 1/8  
3rd Quarter   25 3/8  23 1/8  
4th Quarter   24 1/2  22 1/2  

1993:                         
1st Quarter   26 5/8  23 1/4  
2nd Quarter   26 7/8  24 1/2  
3rd Quarter   27 3/4  25 5/8  
4th Quarter   27 1/2  23 1/2  

The reported last sale price on the New York Stock Exchange on January ___, 1994
was $______.  As of September 30, 1993, the book value of the Company's Common  
Stock was $12.91 per share.                                                     

DESCRIPTION OF CAPITAL STOCK                                                    

The following is a brief summary of certain of the provisions contained in the  
Company's Articles of Incorporation, as amended, with respect to its Common     
Stock, without par value, and the two classes of preferred stock designated     
Cumulative Preferred Stock, $20 par value, and Preference Stock (Cumulative),   
without par value (herein collectively referred to as the "preferred stock").  A
copy of the Articles of Incorporation as amended, has been incorporated by      
reference as an exhibit to the Registration Statement.  The following summaries 
do not purport to be complete and reference is made to the Articles for a full  
and complete statement of such provisions.                                      

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DIVIDEND RIGHTS:  After payment or setting aside for payment of all dividends   
and sinking fund payments, if any, on the preferred stock, holders of Common    
Stock are entitled to dividends when and as declared out of surplus or net      
profits of the Company.  The preferred stock is entitled to cumulative dividends
at the full annual rate indicated in the title of each series.                  

Dividends on the Common Stock, if declared, are payable (subject to being       
changed from time to time as the Board of Directors may determine) quarterly on 
the fifteenth day of January, April, July and October to shareholders of record 
on the tenth day of the preceding month.                                        

GENERAL VOTING RIGHTS:  Except as otherwise set forth below under the subcaption
"Special Voting Rights," the holders of Common Stock have full voting rights.   
The holders of the Cumulative Preferred Stock are entitled to two votes per     
share on all questions upon which the holders of Common Stock are entitled to   
vote.  The holders of Preference Stock (Cumulative) have no general voting      
rights.                                                                         

SPECIAL VOTING RIGHTS:  The affirmative consent of the holders of at least two- 
thirds of the aggregate number of shares of preferred stock at the time         
outstanding are required to:  (a) increase the authorized number of shares of   
preferred stock or authorize any class of stock with any preference over, or on 
a parity with, the preferred stock (unless the new class has parity or priority 
as to dividends or assets only and the proceeds from the sale thereof are to be 
used to redeem the outstanding series with respect to which there will be a     
priority or parity); (b) change any of the provisions relating to the preferred 
stock, or any series thereof, which would be prejudicial to the holders thereof,
except that if such change is prejudicial only to the holders of less than all  
series, only the consent of the holders of at least two-thirds of the shares of 
the series so affected is required; or (c) merge with or consolidate into any   
other corporation or corporations, except a wholly-owned subsidiary.            

If unpaid dividends on the outstanding preferred stock, or any series thereof,  
equal eight full quarterly dividends, then, until all dividends in default have 
been paid or declared and set aside, the holders of the preferred stock, voting 
separately as a class, are entitled to elect the smallest number of directors   
necessary to constitute a majority of the full Board of Directors, and the      
holders of the Common Stock are entitled to elect the remaining directors.      

LIQUIDATION RIGHTS:  In the event of liquidation, dissolution, or winding up,   
after payment to the holders of the preferred stock of the amounts to which they
are entitled, all remaining assets shall be distributed to the holders of the   
Common Stock.                                                                   

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The involuntary liquidation preference for the outstanding Preference Stock     
(Cumulative) is $25, other than the Preference Stock (Cumulative) $7.20 Series, 
without par value, which has an involuntary liquidation preference of $100.  The
involuntary liquidation preferences for all series of the Cumulative Preferred  
Stock is $20 per share.  The voluntary liquidation preferences are the same as  
the redemption prices for all preferred stock.  In addition to such liquidation 
preferences, in the event of liquidation, dissolution or winding up of the      
Company, the holders of the preferred stock are also entitled to receive any    
accrued and unpaid dividends thereon, whether or not declared, through the date 
of such liquidation, dissolution, or winding up of the Company before any       
distribution of assets is made to the holders of the Common Stock.              

PRE-EMPTIVE, SUBSCRIPTION AND CONVERSION RIGHTS, AND NON-ASSESSABILITY:  The    
holders of the stock of the Company do not have any pre-emptive, subscription or
conversion rights, nor are the shares thereof assessable.                       

TRANSFER AGENT AND REGISTRAR:  First Interstate Bank of California, P.O. Box    
54261, Los Angeles, California 90054, telephone (800) 522-6645, and 120         
Broadway, 33rd Floor, New York, New York 10271, is the registrar for the Common 
Stock.                                                                          

LEGAL OPINION                                                                   

The Company has received an opinion (filed as an exhibit to the Registration    
Statement) from Stephen L. Baum, former General Counsel for the Company, and    
presently Executive Vice President, to the effect that the new Common Stock will
be validly issued, fully paid and non-assessable.                               

EXPERTS                                                                         

The consolidated financial statements of the Company and subsidiaries as of     
December 31, 1992, and for each of the three years in the period ended December 
31, 1992, included in the Annual Report of the Company on Form 10-K for the year
ended December 31, 1992 have been audited by Deloitte & Touche, independent     
auditors, as stated in their report dated February 23, 1993, which is           
incorporated herein by reference, and have been so incorporated in reliance on  
such report given upon the authority of that firm as experts in accounting and  
auditing.                                                                       

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TABLE OF CONTENTS                                                               

                                                                Page
                                                                ----

Introductory Statement                                                          
Incorporation of Certain Documents by Reference                                 
Definitions                                                                     
The Company                                                                     
Description of the Plan                                                         
Purpose and Benefits                                              
Participation                                                     
Costs                                                             
Administration                                                    
Purchases                                                         
Statements/Reports                                                
Dividends                                                         
Certificates                                                      
Termination of Participant's Account                              
Rejoining the Plan                                                
Tax Consequences of Plan Participation                            
Other Information                                                 
Use of Proceeds                                                                 
Construction Program and Financing Requirements                                 
Common Stock Dividends and Price Range                                          
Description of Capital Stock                                                    
Legal Opinion                                                                   
Experts                                                                         

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION 
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY    
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS          
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT  
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  SUBJECT TO ANY DUTIES 
AND OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS TO UPDATE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN, NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THE    
PROSPECTUS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY    
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO 
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.      

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PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

 The following is an itemized statement of estimated expenses of the
Registrant in connection with the issuance and sale of the Common Stock.        

                                                                [Download Table]

                                                                  
Registration fee                                          $ 33,887
Public Utilities Commission fee                             68,500
Certified public accountants' fees and expenses              2,500
Printing and mailing registration statements,                     
  prospectus, etc.                                          22,000
Blue sky and legal investment matters                        7,500
Miscellaneous                                                5,000
                                                          --------
Total                                                     $139,387
                                                          ========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

      Section 317 of the Corporations Code of the State of California, permits
a corporation to provide indemnification to its directors and officers under    
certain circumstances. The Articles of Incorporation and Bylaws of Registrant   
eliminate the liability of directors for monetary damages to the fullest extent 
permissible under California law and provide that indemnification for liability 
of monetary damages incurred by directors, officers and other agents of         
Registrant shall be allowed, subject to certain limitations, in excess of the   
indemnification otherwise permissible under California law. The Registrant      
maintains liability insurance with an aggregate limit of $65 million. In        
addition, the Registrant is also insured against loss for which it may be       
required or permitted by law to indemnify such directors and officers for their 
acts.                                                                           

ITEM 16.  EXHIBITS.                                                             

   5      Opinion and Consent of Stephen L. Baum, Esq., [former] general
counsel to the Registrant.*                         

23.1   Consent to Deloitte & Touche.*                             

23.2   Consent of Stephen L. Baum, Esq. (included in Exhibit 5).* 

24.1   Power of Attorney.                                         

24.2   Power of Attorney.                                         

24.3   Resolutions of the Registrant's Board of Directors.*       

  28     Section 317 of the California Corporations Code (Registration
       No. 2-77238, Exhibit 28, incorporated herein by reference).

* Previously filed prior to effectiveness of the Registration Statement         

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ITEM 17.  UNDERTAKINGS.                                                         

The undersigned Registrant hereby undertakes:                     

      (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:                      

(i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1993;                                 

     (ii) To reflect in the prospectus any facts or events arising after the
        effective date of the Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and                

  (iii)To include any material information with respect to the plan of
           distribution not previously disclosed in the Registration Statement
      or any material change to such information in the Registration
Statement;                                              

   Provided, however, that paragraph (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed by the Registrant pursuant to 
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are     
incorporated by reference in the Registration Statement.                        

(2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.                                                          

       (3)  To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.                                                                       

       (4)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section  
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is           
incorporated by reference in the Registration Statement shall be deemed to be a 
new registration statement relating to the securities offered therein, and the  
offering of such securities at the time shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such  
securities at the time shall be deemed to be the initial bona fide offering     
thereof.                                                                        

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the Registrant pursuant to the provision described under Item 15 above, or      
otherwise, the Registrant has been advised that, in the opinion of the          
Securities and Exchange Commission, such indemnification is against public      
policy as expressed in the Act and is, therefore, unenforceable.  In the event  
that a claim for indemnification against such liabilities (other than the       
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,   
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, unless,
in the opinion of its counsel, the matter has been settled by controlling       
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.                       

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SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE   
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY         
AUTHORIZED, IN THE CITY AND COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ON THE    
19TH DAY OF JANUARY  1994.                                                      

                                      San Diego Gas & Electric Company

                       BY: /s/ Kevin C. Sagara
                                         -----------------------------------
                                         (Kevin C. Sagara, Attorney-in-fact)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS  
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE          
CAPACITIES AND ON THE DATES INDICATED.                                          

                                                                [Download Table]

              SIGNATURE                    TITLE                    DATE        
              ---------                    -----                    ----        
                                                                                
(i)   Principal Executive Officer:                                              

       *THOMAS A. PAGE              Chairman of the Board      December 20, 1993
---------------------------------   and Chief Executive                         
       (Thomas A. Page)                                                         

(ii)  Principal Financial Officer:                                              

       *MALYN K. MALQUIST           Vice President-Finance     December 20, 1993
---------------------------------   and Treasurer                               
       (Malyn K. Malquist)                                                      

(iii) Principal Account Officer:                                                

        *FRANK H. AULT              Vice President and         December 20, 1993
--------------------------------    Controller                                  
        (Frank H. Ault)                                                         

(iv)  Directors:                                                                

     *RICHARD C. ATKINSON           Director                   December 20, 1993
--------------------------------                                                
     (Richard C. Atkinson)                                                      

           *ANN BURR                Director                   December 20, 1993
--------------------------------                                                
           (Ann Burr)                                                           

      *RICHARD A. COLLATO           Director                   December 20, 1993
--------------------------------                                                
      (Richard A. Collato)                                                      

       *DANIEL W. DERBES            Director                   December 20, 1993
--------------------------------                                                
       (Daniel W. Derbes)                                                       

      *ROBERT H. GOLDSMITH          Director                   December 20, 1993
--------------------------------                                                
      (Robert H. Goldsmith)                                                     

        *RALPH R. OCAMPO            Director                   December 20, 1993
--------------------------------                                                
        (Ralph R. Ocampo)                                                       

  *CATHERINE FITZGERALD WIGGS       Director                   December 20, 1993
--------------------------------                                                
  (Catherine Fitzgerald Wiggs)                                                  

*By    /s/ Kevin C. Sagara                                     December 20, 1993
   -----------------------------                                                
        (Kevin C. Sagara,                                                       
         Attorney-in-fact)                                                      

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EXHIBIT INDEX 

                                                                  SEQUENTIALLY
EXHIBIT NO.  DESCRIPTION                                           NUMBERED PAGE
-----------  -----------                                           -------------
5           Opinion and Consent of Stephen L. Baum, Esq.,                     
[former] general counsel to the Registrant.*          

23.1         Consent of Deloitte & Touche.*                                     

23.2         Consent of Stephen L. Baum, Esq.                                   
(included in Exhibit 5).*                             

24.1         Power of Attorney.                                                 

24.2         Power of Attorney.                                                 

24.3         Resolutions of the Registrant's Board of Directors.*               

28           Section 317 of the California Corporations Code                    
(Registration No. 2-77238, Exhibit 28, incorporated   
herein by reference).                                 

* Previously filed prior to effectiveness of the Registration Statements.       

The exhibits which are neither filed herewith nor indicated to be supplied  
were previously filed with the Commission as indicated and are hereby           
incorporated by reference.                                                      

32

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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Filed on:		1/19/94		1
		1/11/94		5					8-K
		12/31/93		8					10-K,  10-K/A
		12/22/93		5					8-K
		12/20/93		33
		11/30/93		24		25
		9/30/93		5		27
		6/30/93		5
		6/17/93		5
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		4/15/93		26
		3/31/93		5
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		3/10/93		26
		2/23/93		29
		2/22/93		26
		12/31/92		5		29
		5/11/92		4		25
		4/15/92		1
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