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                             BY LAWS

                                OF

                       PACIFIC ENTERPRISES

                           JUNE 6, 1995

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                              BYLAWS

                                OF

                       PACIFIC ENTERPRISES

                              ------

                            ARTICLE I

                         PRINCIPAL OFFICE

     SECTION 1.     The principal executive office of the Company
is located at 555 West Fifth Street, City of Los Angeles, County
of Los Angeles, California.

                            ARTICLE II

                     MEETINGS OF SHAREHOLDERS

     SECTION 1.   All Meetings of Shareholders shall be held
either at the principal executive office of the Company or at any
other place within or without the state as may be designated by
resolution of the Board of Directors.

     SECTION 2.   An Annual Meeting of Shareholders shall be
held each year on such date and at such time as may be designated
by resolution of the Board of Directors.

     SECTION 3.   At an Annual Meeting of Shareholders, only
such business shall be conducted as shall have been properly
brought before the Annual Meeting.  To be properly brought before
an Annual Meeting, business must be (a) specified in the notice
of the Annual Meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly
brought before the Annual Meeting by a Shareholder.  For business
to be properly brought before an Annual Meeting by a Shareholder,
including the nomination of any person (other than a person
nominated by or at the direction of the Board of Directors) for
election to the Board of Directors, the Shareholder must have
given timely and proper written notice to the Secretary of the
Company.  To be timely, the Shareholder's written notice must be
received at the principal executive office of the Company not
less than sixty nor more than one hundred twenty days in advance
of the date corresponding to the date of the last Annual Meeting;
provided, however, that in the event the Annual Meeting to which
the Shareholder's written notice relates is to be held on a date
which differs by more than sixty days from the date corresponding
to the date of the last Annual Meeting, the Shareholder's written
notice to be timely must be so received not later than the close
of business on the tenth day following the date on which public
disclosure of the date of the Annual Meeting is made or given to
Shareholders.  To be proper, the

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Shareholder's written notice must set forth as to each matter the
Shareholder proposes to bring before the Annual Meeting (a) a
brief description of the business desired to be brought before
the Annual Meeting, (b) the name and address of the Shareholder
as they appear on the Company's books, (c) the class and number
of shares of the Company which are beneficially owned by the
Shareholder, and (d) any material interest of the Shareholder in
such business.  In addition, if the Shareholder's written notice
relates to the nomination at the Annual Meeting of any person for
election to the Board of Directors, such notice to be proper must
also set forth (a) the name, age, business address and residence
address of each person to be nominated, (b) the principal
occupation or employment of each such person, (c) the number of
shares of capital stock beneficially owned by each such person,
and (d) such other information concerning each such person as
would be required under the rules of the Securities and Exchange
Commission in a proxy statement soliciting proxies for the
election of such person as a Director, and must be accompanied by
a consent, signed by each such person, to serve as a Director of
the Company if elected.  Notwithstanding anything in the Bylaws
to the contrary, no business shall be conducted at an Annual
Meeting except in accordance with the procedures set forth in
this Section 3.

     SECTION 4.   Each Shareholder of the Company shall be
entitled to elect voting confidentiality as provided in this
Section 4 on all matters submitted to Shareholders by the Board
of Directors and each form of proxy, consent, ballot or other
written voting instruction distributed by the Company to
Shareholders shall include a check box or other appropriate
mechanism by which Shareholders who desire to do so may so elect
voting confidentiality.

     All inspectors of election, vote tabulators and other
persons appointed or engaged by or on behalf of the Company to
process voting instructions (none of whom shall be a Director or
Officer of the Company or any of its affiliates) shall be advised
of and instructed to comply with this Section 4 and, except as
required or permitted hereby, not at any time to disclose to any
person (except to other persons engaged in processing voting
instructions), the identity and individual vote of any
Shareholder electing voting confidentiality; provided, however,
that voting confidentiality shall not apply and the name and
individual vote of any Shareholder may be disclosed to the
Company or to any person (i) to the extent that such disclosure
is required by applicable law or is appropriate to assert or
defend any claim relating to voting or (ii) with respect to any
matter for which votes of Shareholders are solicited in
opposition to any of the nominees or the recommendations of the
Board of Directors unless the persons engaged in such opposition
solicitation provide Shareholders of the Company with voting
confidentiality (which, if not otherwise provided, will be
requested by the Company) comparable in the opinion of the
Company to the voting confidentiality provided by this Section 4.

                           ARTICLE III

                        BOARD OF DIRECTORS

     SECTION 1.   The Board of Directors shall have power to:

     a.   Conduct, manage and control the business of the
     Company, and make rules consistent with law, the Articles of
     Incorporation and the Bylaws;


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     b.   Elect, and remove at their discretion, Officers of the
     Company, prescribe their duties, and fix their compensation;

     c.   Authorize the issue of shares of stock of the Company
     upon lawful terms: (i) in consideration of money paid, labor
     done, services actually rendered to the Company or for its
     benefit or in its reorganization, debts or securities
     cancelled, and tangible or intangible property actually
     received either by this Company or by a wholly-owned
     subsidiary; but neither promissory notes of the purchaser
     (unless adequately secured by collateral other than the
     shares acquired or unless permitted by Section 408 of the
     California Corporations Code) nor future services shall
     constitute payment or part payment for shares of this
     Company, or (ii) as a share dividend or upon a stock split,
     reverse stock split, reclassifications of outstanding shares
     into shares of another class, conversion of outstanding
     shares into shares of another class, exchange of outstanding
     shares for shares of another class or other change affecting
     outstanding shares;

     d.   Borrow money and incur indebtedness for the purposes of
     the Company, and cause to be executed and delivered, in the
     Company name, promissory notes, bonds, debentures, deeds of
     trust, mortgages, pledges, hypothecations or other evidences
     of debt;

     e.   Elect an Executive Committee and other committees.

     SECTION 2.   The Board of Directors shall elect an
Executive Committee from the Directors, which shall consist of
five members including the Chairman of the Board and the
President.  The Board may designate one of the members of the
Executive Committee as the Chairman of the Executive Committee
and may also designate one or more Directors as alternate members
of the Executive Committee, who may replace any absent member at
any meeting of the Executive Committee.  Subject to change by
resolution adopted by the Board of Directors or the Executive
Committee, meetings of the Executive Committee shall be called
and held at times and places fixed by the Chairman of the Board,
the Chairman of the Executive Committee, or any two members of
the Executive Committee; notice of meetings shall be given in the
manner described in the Bylaws for giving notice of special
meetings of the Board of Directors; the Chairman of the Executive
Committee shall preside and, in his absence, the Chairman of the
Board shall be the presiding officer.  The Executive Committee
shall have all the authority of the Board of Directors except
with respect to (a) the approval of any action for which
California General Corporation Law also requires shareholders'
approval or approval of the outstanding shares; (b) the filling
of vacancies on the Board or in any committee; (c) the fixing of
compensation of the Directors for serving on the Board or on any
committee; (d) the amendment or repeal of Bylaws or the adoption
of new bylaws; (e) the amendment or repeal of any resolution of
the Board which by its express terms is not so amendable or
repealable; (f) a distribution, except at a rate, in a periodic
amount or within a price range set forth in the Articles of
Incorporation or determined by the Board; (g) the appointment of
other committees of the Board or the members thereof; and (h) the
fixing of compensation of officers of the Company or its
subsidiaries.  A majority of the authorized number of members of
the Executive Committee shall constitute a quorum for the
transaction of business.


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     SECTION 3.   The Board of Directors shall consist of not
less than nine nor more than seventeen members.  The exact number
of Directors shall be fixed from time to time, within the limits
specified, by a resolution duly adopted by the Board of
Directors.  A majority of the authorized number of Directors
shall constitute a quorum of the Board.

                            ARTICLE IV

                       MEETING OF DIRECTORS

     SECTION 1.   Meetings of the Board of Directors shall be
held at any place which has been designated by resolution of the
Board of Directors, or by written consent of all members of the
Board.  In the absence of such designation, regular meetings
shall be held in the principal executive office.

     SECTION 2.   Immediately following each Annual Meeting of
Shareholders there shall be a regular meeting of the Board of
Directors for the purpose of organization, election of Officers
and the transaction of other business.  In all months other than
May in which the Annual Meeting of Shareholders is held there
shall be a regular meeting of the Board of Directors on the first
Tuesday of each month at such hour as shall be designated by
resolution of the Board of Directors.  Notice of regular meetings
of the Directors shall be given in the manner described in these
Bylaws for giving notice of special meetings.  No notice of the
regular meeting of Board of Directors which follows the Annual
Meeting of Shareholders need be given.

     SECTION 3.   Special meetings of the Board of Directors
for any purpose may be called at any time by the Chairman of the
Board or, if he is absent or unable or refuses to act, by the
President, any Vice President who is a Director, or by any seven
Directors.  Notice of the time and place of special meetings
shall be given to each Director.  In case notice is mailed or
telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company in the city in which the
principal executive office is located at least twenty hours prior
to the time of the meeting.  In case notice is given personally
or by telephone, it shall be delivered at least six hours prior
to the time of the meeting.

     SECTION 4.   The transactions of any meeting of the Board
of Directors, however called or noticed, shall be as valid as
though in a meeting duly held after regular call and notice if a
quorum be present and each of the Directors, either before or
after the meeting, signs a written waiver of notice, a consent to
holding such meeting, or an approval of the minutes thereof or
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such Director.  All such
waivers, consents or approvals shall be made a part of the
minutes of the meeting.

     SECTION 5.   If any regular meeting of Shareholders or of
the Board of Directors falls on a legal holiday, then such
meeting shall be held on the next succeeding business day at the
same hour.  But a special meeting of Shareholders or Directors
may be held upon a holiday with the same force and effect as if
held upon a business day.


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                            ARTICLE V

                             OFFICERS

     SECTION 1.   The Officers of the Corporation shall be a
Chairman of the Board, a President, Vice President, one or more
of whom, in the discretion of the Board of Directors, may be
appointed Executive Vice President, a Secretary and a Treasurer.
The Company may have, at the discretion of the Board of
Directors, any other Officers and may also have, at the
discretion of and upon appointment by the Chairman of the Board,
one or more Assistant Secretaries and Assistant Treasurers.  One
person may hold two or more offices.

                            ARTICLE VI

           THE CHAIRMAN OF THE BOARD AND THE PRESIDENT

     SECTION 1.   The Chairman of the Board of Directors shall
be a member of the Board and the Chief Executive Officer of the
Company and shall preside at all Meetings of Shareholders and the
Board.  The Chairman of the Board shall have general charge and
supervision of the Company's business and all of its Officers,
employees and agents and he shall have all of the powers and
perform all of the duties inherent in that office.  The Chairman
of the Board shall have additional powers and perform further
duties as may be prescribed by the Board of Directors.


     SECTION 2.   The President shall be a member of the Board
and the Chief Operating Officer of the Company.  The President
shall have all of the powers and perform all of the duties
inherent in that office.  The President shall have additional
powers and perform further duties as may be prescribed by the
Board of Directors.

                           ARTICLE VII

                         VICE PRESIDENTS

     SECTION 1.   In the Chairman's and the President's
absence, disability or refusal to act, the Vice Presidents in
order of their rank shall perform all of the duties of the
Chairman and the President and when so acting shall have all of
the powers and be subject to all of the restrictions of the
Chairman and the President.  The Vice Presidents shall have such
other powers and perform such additional duties as may be
prescribed by the Board of Directors or the Chief Executive
Officer.

                           ARTICLE VIII

                            SECRETARY

     SECTION 1.   The Secretary shall keep at the principal
executive office, a book of minutes of all meetings of Directors
and Shareholders, which shall contain a statement of the time and
place of the meeting, whether it was regular or special and, if
special, how authorized and the


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notice given, the names of those present at Directors' meetings,
the number of shares present or represented by written proxy at
Shareholders' meetings and the proceedings.

     SECTION 2.   The Secretary shall give notice of all
meetings of Shareholders and the Board of Directors required by
the Bylaws or by law to be given, and shall keep the seal of the
Company in safe custody.  The Secretary shall have such other
powers and perform such additional duties as may be prescribed by
the Board of Directors or the Chief Executive Officer.

     SECTION 3.   It shall be the duty of the Assistant
Secretaries to help the Secretary in the performance of the
Secretary's duties.  In the absence or disability of the
Secretary, the Secretary's duties may be performed by an
Assistant Secretary.

                            ARTICLE IX

                           TREASURER

     SECTION 1.   The Treasurer shall have custody and account
for all funds or moneys of the Company which may be deposited
with the Treasurer, or in banks, or other places of deposit.  The
Treasurer shall disburse funds or moneys which have been duly
approved for disbursement.  The Treasurer shall sign notes, bonds
or other evidences of indebtedness for the Company as the Board
of Directors may authorize.  The Treasurer shall perform such
other duties which may be assigned by the Board of Directors or
the Chief Executive Officer.

     SECTION 2.   It shall be the duty of the Assistant
Treasurers to help the Treasurer in the performance of the
Treasurer's duties.  In the absence or disability of the
Treasurer, the Treasurer's duties may be performed by an
Assistant Treasurer.

                            ARTICLE X

                           RECORD DATE

     SECTION 1.   The Board of Directors may fix a time in the
future as a record date for ascertaining the Shareholders
entitled to notice and to vote at any meeting of Shareholders, to
give consent to corporate action in writing without a meeting, to
receive any dividend, distribution, or allotment of rights or to
exercise rights related to any change, conversion, or exchange of
shares.  The selected record date shall not be more than sixty
nor less than 10 days prior to the date of the Meeting nor more
than sixty days prior to any other action or event for the
purposes for which it is fixed.  When a record date is fixed,
only Shareholders of Record on that date are entitled to notice
and to vote at the Meeting, to give consent to corporate action,
to receive a dividend, distribution, or allotment of rights, or
to exercise any rights in respect of any other lawful action,
notwithstanding any transfer of shares on the books of the
Company after the record date.  The record date for determining
Shareholders, entitled to give consent to corporate action in
writing without a Meeting, when no prior action by the Board has
been taken, shall be the sixtieth calendar day following the day
on which the first consent is delivered to the Secretary.


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                            ARTICLE XI

            INDEMNIFICATION OF AGENTS OF THE COMPANY;
                 PURCHASE OF LIABILITY INSURANCE

     SECTION 1.   For the purposes of this Article, "agent"
means any person who is or was a Director, Officer, employee or
other agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer,
employee or agent of a foreign or domestic corporation which was
a predecessor corporation of the Company or of another enterprise
at the request of such predecessor corporation; "proceeding"
means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and
"expenses" includes, without limitation, attorneys' fees and any
expenses of establishing a right to indemnification under
Section 4 or paragraph (d) of Section 5 of this Article.


     SECTION 2.   The Company shall indemnify any person who
was or is a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of the
Company to procure a judgment in its favor) by reason of the fact
that such person is or was an agent of the Company, against
expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in the best interests of
the Company, and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was
unlawful.  The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in the best interests of the Company or
that the person had reasonable cause to believe that the person's
conduct was unlawful.

     SECTION 3.   The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that such person is or was an agent of the Company, against
expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action if such
person acted in good faith and in a manner such person believed
to be in the best interests of the Company and its Shareholders.

     No indemnification shall be made under this Section 3 for
any of the following:

     a.   In respect of any claim, issue or matter as to which
     such person shall have been adjudged to be liable to the
     Company in the performance of such person's duty to the
     Company and its Shareholders, unless and only to the extent
     that the court in which such proceeding is or was pending
     shall determine upon application that, in view of all the
     circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for expenses and then only
     to the extent that the court shall determine;


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     b.   Of amounts paid in settling or otherwise disposing of a
     pending action without court approval;

     c.   Of expenses incurred in defending a pending action
     which is settled or otherwise disposed of without court
     approval.

     SECTION 4.   To the extent that an agent of the Company
has been successful on the merits in defense of any proceeding
referred to in Section 2 or 3 or in defense of any claim, issue
or matter therein, the agent shall be indemnified against
expenses actually and reasonably incurred by the agent in
connection therewith.

     SECTION 5.   Except as provided in Section 4, any
indemnification under this Article shall be made by the Company
only if authorized in the specific case, upon a determination
that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standard of conduct set
forth in Section 2 or 3, by any of the following:

     a.   A majority vote of a quorum consisting of Directors who
     are not parties to such proceeding;

     b.   If such a quorum of Directors is not obtainable, by
     independent legal counsel in a written Opinion;

     c.   Approval of the Shareholders, with the shares owned by
     the person to be indemnified not being entitled to vote
     thereon;

     d.   The court in which such proceeding is or was pending
     upon application made by the Company or the agent or the
     attorney or other person rendering services in connection
     with the defense, whether or not such application by the
     agent, attorney or other person is opposed by the Company.

     SECTION 6.   Expenses incurred in defending any proceeding
may be advanced by the Company prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of
the agent to repay such amount if it shall be determined
ultimately that the agent is not entitled to be indemnified as
authorized in this Article.

     SECTION 7.   The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any agreement, vote
of Shareholders or disinterested Directors or otherwise, to the
extent such additional rights to indemnification are authorized
in the Articles of Incorporation of the Company.  The rights to
indemnity under this Article shall continue as to a person who
has ceased to be a Director, Officer, employee, or agent and
shall inure to the benefit of the heirs, executors and
administrators of the person.


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     SECTION 8.   No indemnification or advance shall be made
under this Article, except as provided in Section 4 or
paragraph (d) of Section 5, in any circumstance where it appears:

     a.   That it would be inconsistent with a provision of the
     Articles of Incorporation, these Bylaws, a resolution of the
     Shareholders or an agreement in effect at the time of the
     accrual of the alleged causes of action asserted in the
     proceeding in which the expenses were incurred or other
     amounts were paid, which prohibits or otherwise limits
     indemnification;

     b.   That it would be inconsistent with any condition
     expressly imposed by a court in approving a settlement.

     SECTION 9.   The Company shall have the power to purchase
and maintain insurance on behalf of any agent of the Company
against any liability asserted against or incurred by the agent
in such capacity or arising out of the agent's status as such
whether or not the Company would have the power to indemnify the
agent against such liability under the provisions of this
Article.

     SECTION 10.   This Article does not apply to any proceeding
against any trustee, investment manager or other fiduciary of an
employee benefit plan in such person's capacity as such, even
though such person may also be an agent of the Company as defined
in Section 1.  Nothing contained in this Article shall limit any
right to indemnification to which such a trustee, investment
manager or other fiduciary may be entitled by contract or
otherwise, which shall be enforceable to the extent permitted by
applicable law.

                           ARTICLE XII

                               SEAL

     SECTION 1.   The Company shall have a common seal upon
which shall be inscribed:

                       "Pacific Enterprises
                    Incorporated May 21, 1907
                           California"


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