BYLAWS
Of
PACIFIC ENTERPRISES
______
ARTICLE I
Principal Office
SECTION 1. The principal executive office of the Company is 
located at 101 Ash Street, City of San Diego, County of San Diego, 
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 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;
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.
SECTION 3. The Board of Directors shall consist of not less than 
nine nor more than seventeen members.  The authorized 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.
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 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.
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;
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.
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"
Draft
Dated 2-18-99
BY LAWS
OF
PACIFIC ENTERPRISES
March 2, 1999
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