SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
- -----------------------------

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT.

COMMISSION FILE NUMBER 333-30761

CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK
SPECIAL PURPOSE TRUST SDG&E-1
(Issuer of the Certificates)

SDG&E FUNDING LLC
(Exact name of registrant as specified in its Certificate of Formation)

Securities Registered Pursuant to Section 12(g) of the Act:

California Infrastructure and Economic Development Bank Special Purpose Trust SDG&E-1 Rate Reduction Certificates, Series 1997-1: Class A-1 5.97% Certificates; Class A-2 6.04% Certificates; Class A-3 6.07% Certificates; Class A-4 6.15% Certificates; Class A-5 6.19% Certificates; Class A-6 6.31% Certificates; Class A-7 6.37% Certificates (maturing serially from 1998 to 2007, and underlying SDG&E Funding LLC Notes of the same respective classes)
- -----------------------------------------------------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of February 28, 2004 was $0.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

SDG&E Funding LLC (the "Note Issuer") is a special-purpose, single-member limited liability company organized under the laws of the State of Delaware. San Diego Gas & Electric Company ("SDG&E"), as the sole member of the Note Issuer, owns all of the equity securities of the Note Issuer. The Note Issuer was organized in July 1997 for the limited purposes of holding and servicing the Transition Property (as described below) and issuing notes secured by the Transition Property and other limited collateral and related activities, and is restricted by its organizational documents from engaging in other activities. The Note Issuer's organizational documents require it to operate in a manner such that it should not be consolidated in the bankruptcy estate of SDG&E in the event SDG&E becomes subject to such a proceeding.

The only material business conducted by the Note Issuer has been the acquisition of Transition Property and the issuance on December 16, 1997 of $658,000,000 in principal amount of the SDG&E Funding LLC Notes, Series 1997-1, Class A-1 through Class A-7 (the "Notes"), with scheduled maturities ranging from one year to ten years and final maturities ranging from three to twelve years. The specific interest rate and maturity of each class of Notes is specified in Note C of the Notes to Financial Statements herein. The Notes were issued pursuant to an Indenture between the Note Issuer and Bankers Trust Company of California, N.A., as trustee (the "Indenture"). The Note Issuer sold the Notes to the California Infrastructure and Economic Development Bank Special Purpose Trust SDG&E-1, a Delaware business trust (the "Trust"), which issued certificates corresponding to each class of Notes (the "Certificates") in a public offering.

The Note Issuer has no employees. It has entered into a servicing agreement (the "Servicing Agreement") with SDG&E, pursuant to which SDG&E is required to service the Transition Property on behalf of the Note Issuer. In addition, the Note Issuer has entered into an Administrative Services Agreement with SDG&E pursuant to which SDG&E performs administrative and operational duties for the Note Issuer.

The California Public Utilities Code (the "PU Code") provides for the creation of "Transition Property." A financing order dated September 3, 1997 (the "Financing Order") issued by the California Public Utilities Commission (the "CPUC"), together with the related Issuance Advice Letter, establishes, among other things, separate non-bypassable charges (the "FTA Charges") payable by residential electric customers and small commercial electric customers in an aggregate amount sufficient to repay in full the Certificates, fund the Overcollateralization Subaccount established under the Indenture and pay all related costs and fees. Under the PU Code and the Financing Order, the owner of the Transition Property is entitled to collect FTA Charges until such owner has received amounts sufficient to retire all outstanding series of Certificates and cover related fees and expenses and the Overcollateralization Amount described in the Financing Order. The Transition Property is a property right under Califo rnia law that includes, without limitation, ownership of the FTA Charges and any adjustments thereto as described in the next paragraph.

In order to enhance the likelihood that actual collections with respect to the Transition Property are neither more nor less than the amount necessary to amortize the Notes in accordance with their expected amortization schedules, pay all related fees and expenses, and fund certain accounts established pursuant to the Indenture as required, the Servicing Agreement requires SDG&E, as the servicer of the Transition Property (in such capacity, the "Servicer"), to seek, and the Financing Order and the PU Code require the CPUC to approve, periodic adjustments to the FTA Charges. Such adjustments will be based on actual collections with respect thereto and updated assumptions by the Servicer as to future usage of electricity by specified customers, future expenses relating to the Transition Property, the Notes and the Certificates, and the rate of delinquencies and write-offs. The FTA Charges will be adjusted at least annually if there is a material shortfall or overage in collections.

The Trust was organized in November 1997 solely for the purpose of purchasing the Notes and issuing the Certificates. It will not conduct any other material business activities.

The Note Issuer and the Trust have no tangible properties. The primary assets of the Note Issuer and the Trust are the Transition Property and the Notes, respectively, as described above in Item 1. Collections related to the Transition Property and the related payments on the Notes in 2003, 2002 and 2001 are shown on the Statements of Cash Flows included in this Annual Report.

None.

Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K.

No matters were submitted for a vote or consent of holders of Certificates in 2003.

(a) There is no established public trading market for the Note Issuer's equity securities. All of the Note Issuer's equity is owned by SDG&E. On August 11, 1997, SDG&E transferred $400,000 to the Note Issuer as an initial capital contribution, and SDG&E made capital contributions to the Note Issuer aggregating to $3,290,000. The sale of such membership interest was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The Note Issuer has made no other sales of unregistered securities.

The Indenture prohibits the Note Issuer from making any distributions to the sole member from the amounts allocated to the Note Issuer unless no default has occurred and is continuing thereunder and the book value of the remaining equity of the Note Issuer, after giving effect to such distribution, is equal to at least 0.5% of the original principal amount of all series of Notes which then remains outstanding. As of December 31, 2003, the original principal amount of all series of Notes which then remained outstanding was $263,200,000. As of December 31, 2003, the Note Issuer has not made any distributions to SDG&E. The Note Issuer intends to make distributions to the sole member from time to time in the future as permitted by the Indenture.

The registered owner for each class of the Certificates is Cede & Co., as nominee of The Depository Trust Company ("DTC"). DTC has informed the Note Issuer that as of February 25, 2004, there were approximately 38 beneficial holders of Certificates.

(b) The Note Issuer's Amendment No. 4 to the Registration Statement No. 333-30761 on Form S-3, as filed with the Securities and Exchange Commission (the "Commission") on November 21, 1997 for the sale of the Notes and the Certificates was declared effective by the Commission on November 24, 1997. The Certificates were offered for sale beginning on December 4, 1997. Certificates in the aggregate amount of $658,000,000 were sold on December 16, 1997. In connection with the offering of the Certificates, Morgan Stanley, Inc. and Lehman Brothers Inc. acted as the managing underwriters. The Trust purchased the Notes from the Note Issuer on December 16, 1997, pursuant to a private sale in the aggregate amount of $658,000,000. Notes and Certificates in the aggregate principal amount of $800,000,000 were authorized and $658,000,000 have been offered and sold to date. All of the Notes offered in the sale were purchased. The amount of each class of Notes and Certificates registered and the respective sale pric es, which exclude the original issue discount, are as follows:

The net offering proceeds to the Trust were $654,728,789: the $657,854,287 net sale price less $3,125,498 of underwriting discount and commission. The Trust used all of the net proceeds from the sale of Certificates to purchase the Notes from the Note Issuer. The net offering proceeds to the Note Issuer were used to purchase the Transition Property. Compensation paid to the independent director of the Note Issuer was $3,800. Other than the payment to the independent director, no additional net offering proceeds were used to pay, either directly or indirectly, any director, officer or affiliate of the Note Issuer.

Omitted pursuant to Instruction I ("Omission of Information by Certain Wholly Owned Subsidiaries") of Form 10-K.

The following analysis of the Note Issuer's results of operations is in an abbreviated format pursuant to Instruction I of Form 10-K.

As discussed above under "Item 1. Business", the Note Issuer was established in July 1997 for limited purposes. As discussed above under Item 5 (Market for Registrant's Common Equity and Related Stockholder Matters), on December 16, 1997, the Note Issuer issued Notes in order to purchase Transition Property. The Note Issuer is restricted by its organizational documents from engaging in activities other than those described in Item 1.

The Note Issuer expects to use collections with respect to the Transition Property to make scheduled principal and interest payments on the Notes. Interest income earned on the Transition Property is expected to offset (1) interest expense on the Notes, (2) amortization of debt-issuance expenses and the discount on the Notes, and (3) the fees charged by SDG&E for servicing the Transition Property and providing administrative services to the Note Issuer. (These agreements are discussed in greater detail in Note D to the Financial Statements attached hereto.)

Collections of $88,432,000 resulted in a net overcollection for 2003 of $2,115,000 after deducting scheduled principal and interest payments of $85,123,000, payments of $866,000 for servicing fees and other expenses and $328,000 retained to fund the Overcollateralization Account established under the Notes' indenture. Collections of $104,556,000 resulted in a net overcollection for 2002 of $10,878,000 after deducting scheduled principal and interest payments of $89,124,000, payments of $1,031,000 for servicing fees and other expenses, $1,645,000 retained to fund the Overcollateralization Account established under the Notes' indenture and $1,878,000 retained to fund the Capital Sub-Account that had been depleted during 2001 due to undercollections (described below).

An undercollection in 2001 resulted in restricted cash being below its required balance at December 31, 2001, as described in Note B of the notes to the financial statements. The 2001 undercollection arose because of decreases in customer consumption in response to the California energy crisis. The undercollection was deducted from the previous surplus collections, the Overcollateralization Sub-Account established under the Notes' indenture and the Capital Sub-Account, in that order. On July 2, 2001, SDG&E filed an application with the CPUC, requesting a nonroutine increase in FTA charges for the remainder of 2001. The CPUC approved the increase in August 2001, effective October 1, 2001. In December 2001 SDG&E reforecasted future consumption patterns and a new FTA rate was set for January 1, 2002 and beyond. The FTA Charges are adjusted at least annually if there is a material shortfall or overage in collections. Management believes that it is reasonable to expect future collections of F TA Charges to be sufficient to make scheduled payments on the Notes and pay related expenses on a timely basis.

Not applicable to the Note Issuer or the Trust.

The financial statements and related financial information required to be filed hereunder are indexed on page 11 of this Annual Report.

Since the Trust is a pass-through entity with no assets other than the Notes, financial statements for the Trust are not included.

Exhibit 99.1 contains financial information regarding collections of FTA Charges by the Servicer for the fourth quarter of 2003.

Not applicable with respect to the Note Issuer or the Trust.

The company has designed and maintains disclosure controls and procedures to ensure that information required to be disclosed in the company's reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating these controls and procedures, management recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives and necessarily applies judgment in evaluating the cost-benefit relationship of other possible controls and procedures.

Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the company as of December 31, 2003 has evaluated the effectiveness of the design and operation of the company's disclosure controls and procedures. Based on that evaluation, the company's Chief Executive Officer and Chief Financial Officer have concluded that the controls and procedures are effective.

There have been no significant changes in the company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the company completed its evaluation.

Omitted pursuant to Instruction I of Form 10-K.

Omitted pursuant to Instruction I of Form 10-K.

Omitted pursuant to Instruction I of Form 10-K.

Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K.

Not applicable to the Trust.

Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K.

(a) The following documents are filed as part of this report:

1. Financial Statements.

The following financial statements of the Note Issuer and report of independent auditors are included in Item 8:

2. Financial Statement Schedules.

None.

3. Exhibits.

The following exhibits are filed as a part of this report:

(b) Reports on Form 8-K.

There were no reports on Form 8-K filed after September 30, 2003.

To the Board of Directors of SDG&E Funding LLC:

We have audited the accompanying balance sheets of SDG&E Funding LLC as of December 31, 2003 and 2002, and the related statements of operations and changes in member's equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of SDG&E Funding LLC as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

San Diego, California
March 12, 2004

                                    For the Year Ended December 31,
                               ------------------------------------------
                                   2003           2002          2001
                               -------------   ------------  ------------

INCOME
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   Interest income                $18,741         $22,816        $26,861
   Other income                     1,130           1,104          1,110
                                   ------         -------        -------
      Total Income                 19,871          23,920         27,971
                                   ------         -------        -------
EXPENSES
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   Interest expense                19,183          23,256         27,300
   Amortization of deferred
    financing costs                   648             656            656
   Other expenses                      40               8             15
                                   ------          -------       -------
      Total Expenses               19,871          23,920         27,971
                                   ------          -------       -------
       NET INCOME                      --              --             --

Member's equity, January 1          3,290           3,290          3,290
                                   ------          ------        -------

MEMBER'S EQUITY, DECEMBER 31      $ 3,290         $ 3,290        $ 3,290
                                   ======          ======        =======



See notes to financial statements.

                                        Balance at December 31,
                                   ---------------------------------
                                        2003               2002
                                   -------------      --------------
ASSETS
- -------

Current Assets:
   Cash and cash equivalents           $      565         $      565
   Interest and other receivables           3,914              3,259
   Current portion of
      transition property                  65,800             65,800
                                     -------------      -------------
      Total Current Assets                 70,279             69,624

Noncurrent Assets:
   Transition property                    190,404            256,204
   Deferred financing costs, net            2,617              3,278
   Restricted funds                        18,157             15,714
                                     -------------      -------------

      TOTAL ASSETS                     $  281,457         $  344,820
                                     =============      =============

LIABILITIES AND MEMBER'S EQUITY
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Current Liabilities:
   Current portion of
      long-term debt                   $   65,800         $   65,800
   Overcollections from
      SDG&E Customers                      14,967             12,530
                                     -------------       -----------
      Total Current Liabilities            80,767             78,330

Long-term debt                            197,400            263,200
                                     -------------       -----------
      Total Liabilities                   278,167            341,530

Member's Equity                             3,290              3,290
                                     -------------       -----------

      TOTAL LIABILITIES AND
      MEMBER'S EQUITY                  $  281,457         $  344,820
                                     =============       ===========


See notes to financial statements.

                                                              For the Year Ended December 31,
                                                       --------------------------------------------
                                                           2002            2001             2000
                                                       -----------      -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                              $      --       $     --          $      --
  Adjustments to reconcile net income to net
     cash provided (used) by operating activities:
       Amortization of deferred financing costs               648            656                656
       Increase in interest and other receivables            (655)          (693)              (614)
       Decrease (increase) in undercollections from
           SDG&E customers                                     --          1,871             (1,871)
       Increase (decrease) in overcollections from
           SDG&E customers                                  2,437         12,530             (2,628)
       Other                                                   13             --                 --
                                                           ------         ------             -------
      NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES      2,443         14,364             (4,457)
                                                           ------         ------             -------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Collection of transition property from SDG&E            65,800         65,800             65,800
   Payments on long-term debt                             (65,800)       (65,800)           (65,800)
   Decrease (increase) in restricted funds                 (2,443)       (14,402)             4,500
                                                          -------         -------           --------
      NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES     (2,443)       (14,402)             4,500
                                                          -------         -------           --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           --            (38)                43
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              565            603                560
                                                          -------         -------           --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $    565       $    565          $     603
                                                          =======         =======           ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Interest payments                                     $ 19,251       $ 23,324          $  27,330
                                                         ========         =======           ========

See notes to financial statements.

The financial statements include the accounts of SDG&E Funding LLC (SDG&E Funding or "the company"), a Delaware special-purpose limited-liability company, whose sole member is San Diego Gas & Electric Company ("SDG&E"), a provider of electric and natural gas services. SDG&E is a wholly owned subsidiary of Sempra Energy. SDG&E Funding was formed on July 1, 1997, in order to effect the issuance of notes (the "Underlying Notes") intended to support a 10-percent electric-rate reduction. This reduction is provided to SDG&E's residential and small commercial customers in connection with the electric industry restructuring mandated by California Assembly Bill 1890.

SDG&E Funding was organized for the limited purposes of issuing the Underlying Notes and purchasing Transition Property. Transition Property is the right to be paid a specified amount from a non-bypassable charge levied on residential and small commercial customers (the "FTA Charges" or "FTA rate"). The non-bypassable charge has been authorized by the California Public Utility Commission (the "CPUC") pursuant to electric restructuring legislation.

SDG&E Funding is restricted by its organizational documents from engaging in any other activities. In addition, SDG&E Funding's organizational documents require it to operate in such a manner that it should not be consolidated in the bankruptcy estate of SDG&E in the event that SDG&E becomes subject to such a proceeding.

SDG&E Funding is legally separate from SDG&E. The assets of SDG&E Funding are not available to creditors of SDG&E or Sempra Energy. SDG&E Funding will cease to exist upon the maturation or retirement of the Underlying Notes.

SDG&E Funding is required to maintain $3.2 million on deposit as collateral to be used to make scheduled payments on the Underlying Notes and to pay other expenses of SDG&E Funding in the event that future collections of the non-bypassable charge provide insufficient funds to make such payments. At December 31, 2001, the balance of this deposit had decreased to $1,312,000 due to the California energy crisis, which resulted in collections of the non-bypassable charge being below anticipated levels and required a portion of the collateral deposit to be used. The balance was returned to the required level during 2002 by adjusting the FTA rate. On the balance sheet this deposit is included in "restricted funds," which also includes the three accounts referred to in the next paragraph, whose use is also restricted to covering deficiencies between current collections and required payments.

The 2001 undercollection of FTA Charges resulting from the California energy crisis mentioned above necessitated the use of previous surplus collections in the Reserve Sub-Account, the Overcollateralization Sub-Account established under the Notes' indenture and the Capital Sub-Account, in that order, to make required payments. After adjusting the FTA rate, overcollections of the FTA Charges occurred in 2002, enabling the company to replenish the Capital Sub-Account and the Overcollateralization Sub-Account and to accumulate additional surplus collections in the Reserve Sub-Account for future use as necessary. The overcollection was applied to scheduled payments of the Underlying Notes during 2003 and beyond.

The expenses associated with the issuance of the Underlying Notes have been capitalized and are being amortized over the life of the Underlying Notes.

SDG&E Funding is a single-member limited-liability company. Accordingly, all federal income tax effects and all material State of California franchise tax effects of SDG&E Funding's activities accrue to SDG&E.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during a reporting period. Actual results could differ from these estimates.

In December 1997, SDG&E Funding issued $658 million of the Underlying Notes to the California Infrastructure and Economic Development Bank Special Purpose Trust (the "Trust"). The Trust, in turn, issued pass-through certificates known as "rate-reduction bonds" with an original principal amount equal to the original principal amount of the Underlying Notes. SDG&E Funding used the proceeds from the Underlying Notes to purchase the Transition Property from SDG&E.

The Underlying Notes are secured solely by the Transition Property and other assets of SDG&E Funding. Scheduled maturities and interest rates for the Underlying Notes at December 31 are as follows:

The fair values of the Underlying Notes are $284 million at December 31, 2003, and $357 million at December 31, 2002. The fair values of the Underlying Notes are based on quoted market prices.

The source of repayment is the non-bypassable charge authorized by the CPUC. This non-bypassable charge is collected by SDG&E, as Servicer, from its residential and small commercial customers. Collections of the non-bypassable charge are deposited on a monthly basis by SDG&E with SDG&E Funding in an account maintained by the Trustee ("Bankers Trust Company"). Each quarter such monies are used to make principal and interest payments on the Underlying Notes. The debt service requirements include an overcollateralization amount that is retained for the benefit of the holders of the Underlying Notes. Any amounts not required for debt service are returned to SDG&E Funding.

Under a Transition Property Servicing Agreement, SDG&E, the Servicer, is required to manage and administer the Transition Property of SDG&E Funding and to collect the non-bypassable charge from electric customers on behalf of SDG&E Funding. SDG&E Funding pays a servicing fee each quarter equal to 0.25% of the outstanding principal amount of the Underlying Notes. The Servicer is also entitled to receive as compensation any interest earnings on non-bypassable charge collections prior to remittance to the Trust and any late payment charges collected from SDG&E's customers.

The Trust was created for the limited purposes of purchasing the Underlying Notes from SDG&E Funding, issuing the rate-reduction bonds, and applying the proceeds from the Underlying Notes to the payment of the rate-reduction bonds. Under a Fee and Indemnity Agreement, SDG&E Funding is responsible for paying all fees and expenses incurred by the Certificate Trustee ("Bankers Trust Company") and the Delaware Trustee ("Bankers Trust Delaware").

We consent to the incorporation by reference in Registration Statement Number 333-30761 of SDG&E Funding LLC on Form S-3 of our report dated March 12, 2004, appearing in this Annual Report on Form 10-K of SDG&E Funding LLC for the year ended December 31, 2003.

San Diego, California
March 12, 2004

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.