EXHIBIT 99.3

      April __, 1995



      Dear Fellow Shareholder:

      Some time ago, we mailed you a proxy statement and prospectus and a proxy
      for the annual shareholders meeting of Tuesday, April 25.

      Since the company has not yet received your signed proxy, I am enclosing a
      second proxy with this letter, in the event you have misplaced the first
      one.

      We are hoping to have as large a representation of shareholders as
      possible at the meeting.  Therefore, please sign the enclosed proxy and
      return it in the accompanying prepaid envelope.  In this way, you will be
      assured that your shares will be represented at the shareholders meeting.

      Please do not hesitate to let me know if you have any questions or
      comments about the operation of your company.  Your interest in San Diego
      Gas & Electric is always most welcome.


      Sincerely,



      Thomas A. Page



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                         IF YOUR PROXY HAS BEEN MAILED
                      NO ACTION IS NECESSARY ON YOUR PART

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