<PAGE>
                                       
                                   FORM 10-K
                                       
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                                       
             /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
                                       
                                       
                  For the fiscal year ended December 31, 1997
                          Commission file number 1-40
                                       
                                       
                               PACIFIC ENTERPRISES
        ----------------------------------------------------------
          (Exact name of Registrant as specified in its charter)
                                       
                                       
          California                                    94-0743670
----------------------------                  ---------------------------------
  (State of incorporation)                    (IRS Employer Identification No.)
                                       
                                       
555 West Fifth Street, Suite 2900, Los Angeles, California           90013-1011
----------------------------------------------------------           ----------
        (Address of principal executive offices)                     (Zip Code)
                                       
                                       
                                (213) 895-5000
         ------------------------------------------------------------------
             (Registrant's telephone number, including area code)
                                       
                                       
           Securities registered pursuant to Section 12(b) of the Act:
                                       
                                       
                                                  Name of each exchange
                                                  ---------------------
        Title of each class                       on which registered
        -------------------                       -------------------

  Common Stock and Associated                     New York Stock Exchange
  Common Stock Purchase Rights                    Pacific Stock Exchange

Preferred Stock

         $4.75 dividend
         $4.50 dividend                           American Stock Exchange
         $4.40 dividend                           Pacific Stock Exchange
         $4.36 dividend


Securities registered pursuant to Section 12(g) of the Act:  None

                                      -1-

<PAGE>

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 and (2) has been subject to such filing
requirements for the past 90 days.

             Yes  X                              No
                ----                               ----

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/

The aggregate market value of Registrant's voting stock (Common Stock and
Preferred Stock) held by non-affiliates at March 16, 1998, was approximately
$3.3 billion.  This amount excludes the market value of 801,813 shares of
Common Stock held by Registrant's directors and executive officers.

Registrant's Common Stock outstanding at March 16, 1998, numbered
83,385,572 shares.

                                       
                                       
                      DOCUMENTS INCORPORATED BY REFERENCE
                                       
Certain information in this Annual Report is incorporated by reference to
information contained or to be contained in other documents filed or to be
filed by Registrant with the Securities and Exchange Commission.  The following
table identifies the information so incorporated in each Part of this Annual
Report on Form 10-K and the document in which it is or will be contained.

<TABLE>
<CAPTION>

                                                 Information Incorporated
                                                 by Reference and Document
      Annual Report                              in Which Information is or
      On Form 10-K                               will be Contained
     ---------------                            -----------------------------
      <C>                                        <S>
      
      Part II                  -                 Information contained under 
                                                 the captions "Management's 
                                                 Discussion and Analysis,"
                                                 "Quarterly Financial Data," 
                                                 "Range of Market Prices of 
                                                 Capital Stock" and "Selected 
                                                 Financial Data and Comparative
                                                 Statistics 1987-1997," in 
                                                 Registrant's 1997 Annual Report
                                                 to Shareholders.

                                                 Consolidated Financial 
                                                 Statements, the Independent 
                                                 Auditors' Report and the 
                                                 Statement of Management 
                                                 Responsibility for 
                                                 Consolidated Financial 
                                                 Statements appearing on 
                                                 pages 31-55 of Registrant's 
                                                 1997 Annual Report to 
                                                 Shareholders.
                                                 
      Part III                 -                 Information contained under the
                                                 captions "Election of 
                                                 Directors," "Share Ownership
                                                 of Directors and Executive 
                                                 Officers" and "Executive 
                                                 Compensation" in Registrant's
                                                 Proxy Statement for its Annual 
                                                 Meeting of Shareholders 
                                                 scheduled to be held on 
                                                 May 7, 1998.
</TABLE>
                                      -2-

<PAGE>
                               TABLE OF CONTENTS
                                       
<TABLE>
<CAPTION>
                                                                           Page
<C>           <S>                    <C>                                     <C>
                                     PART I


Item 1.       Business........................................................5
       
              Pacific Enterprises.............................................5
       
              Southern California Gas Company.................................6
       
                   Operating Statistics.......................................7

                   Service Area...............................................8

                   Utility Services...........................................9

                   Demand for Gas.............................................9

                   Competition...............................................10
            
                   Supplies of Gas...........................................11
       
                   Rates and Regulation..................................... 13

                   Properties................................................15

              Energy Management Services.....................................15
       
              Pacific Enterprises International..............................16
       
              Energy Trading.................................................16
       
              Environmental Matters..........................................17
       
              Employees......................................................17
       
              Management.....................................................18
       
Item 2.       Properties.....................................................19
       
Item 3.       Legal Proceedings..............................................19
       
Item 4.       Submission of Matters to a Vote of Security Holders............19
       
                                     PART II


Item 5.       Market for Registrant's Common Equity and Related Stockholder
              Matters........................................................20
       
Item 6.       Selected Financial Data........................................20
       
Item 7.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations......................................20

                                      -3-

<PAGE>
       
Item 7A.      Quantitative and Qualitative Disclosures about Market Risk.....20
       
Item 8.       Financial Statements and Supplementary Data....................20
       
Item 9.       Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure.......................................20
       
                                     PART III


Item 10.      Directors and Executive Officers of the Registrant.............21
       
Item 11.      Executive Compensation.........................................21
       
Item 12.      Security Ownership of Certain Beneficial Owners and Management.21
       
Item 13.      Certain Relationships and Related Transactions.................21
       
                                     PART IV


Item 14.      Exhibits, Financial Statement Schedules, and Reports 
              on Form 8-K....................................................22
       
</TABLE>

                                      -4-

<PAGE>

          THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITH RESPECT TO
MATTERS INHERENTLY INVOLVING NUMEROUS RISKS AND UNCERTAINTIES.  THESE
STATEMENTS ARE IDENTIFIED BY THE WORDS "ESTIMATES," "EXPECTS," "ANTICIPATES,"
"PLANS," "BELIEVES," AND SIMILAR EXPRESSIONS.

          THESE STATEMENTS ARE NECESSARILY BASED UPON VARIOUS ASSUMPTIONS
INVOLVING JUDGMENTS WITH RESPECT TO THE FUTURE INCLUDING, AMONG OTHER FACTORS,
NATIONAL, REGIONAL, AND LOCAL ECONOMIC, COMPETITIVE AND REGULATORY CONDITIONS,
TECHNOLOGICAL DEVELOPMENTS, INFLATION RATES, INTEREST RATES, ENERGY MARKETS,
WEATHER CONDITIONS, BUSINESS AND REGULATORY DECISIONS, AND OTHER
UNCERTAINTIES, ALL OF WHICH ARE DIFFICULT TO PREDICT, AND MANY OF WHICH ARE
BEYOND THE CONTROL OF PACIFIC ENTERPRISES. ACCORDINGLY, WHILE PACIFIC
ENTERPRISES BELIEVES THESE ASSUMPTIONS ARE REASONABLE, THERE CAN BE NO
ASSURANCE THAT THEY WILL APPROXIMATE ACTUAL EXPERIENCE, OR THAT THE
EXPECTATIONS WILL BE REALIZED.

                                       
                                       
                                    PART I
                                       
                               ITEM 1. BUSINESS
                                       
                              PACIFIC ENTERPRISES
                                       
          Pacific Enterprises is a Los Angeles-based energy services company
whose principal subsidiary is Southern California Gas Company, the nation's
largest natural gas distribution utility.  Through other subsidiaries, Pacific
Enterprises also markets a wide range of unregulated energy products and
services, including natural gas, and has interests in international utility
operations in Argentina and Mexico, interstate and offshore natural gas
pipelines and centralized heating and cooling for large building complexes.

          Pacific Enterprises was incorporated in California in 1907 as the
successor to a corporation organized in 1886.  Its principal executive offices
are located at 555 West Fifth Street, Los Angeles, California 90013-1011 and
its telephone number is (213) 895-5000.

          Pacific Enterprises and Enova Corporation ("Enova"), the parent 
company of San Diego Gas & Electric Company, have agreed to a business 
combination in which they will each become a subsidiary of a new holding 
company to be named Sempra Energy. This strategic merger of equals will be a 
tax free transaction accounted for as a pooling of interests in which common 
shareholders of Pacific Enterprises and Enova will receive 1.5038 shares of 
Sempra Energy common stock for each share of Pacific Enterprises common stock 
and one share of Sempra Energy common stock for each share of Enova common 
stock. The preferred stock of Pacific Enterprises will remain outstanding.

          The combination was approved by the shareholders of both Pacific 
Enterprises and Enova on March 11, 1997, but remains subject to approval by 
the California Public Utilities Commission ("CPUC") and the Securities and 
Exchange Commission ("SEC") under the Public Utility Holding Company Act of 
1935. It also remains subject to final approval by the Federal Energy 
Regulatory Commission ("FERC"), which has conditionally approved the 
combination subject to the imposition of certain CPUC conditions that are 
expected to be imposed and are acceptable to Pacific Enterprises and Enova.

                                       5
<PAGE>
          A CPUC administrative law judge has issued a proposed decision 
recommending CPUC approval of the combination. The proposed decision also 
proposes that net savings from synergies and cost avoidances from the 
combination be shared between customers and shareholders over a five-year 
period, resulting in approximately $175 million for customers and $165 
million for shareholders. A CPUC Commissioner has issued an alternate 
decision which proposes that the net savings (approximately $1 billion) be 
shared over a ten-year period approximately equally between customers and 
shareholders in essentially the same manner as originally proposed by Pacific 
Enterprises and Enova. The Commissioner's alternate decision does not 
preclude other commissioners from proposing other alternate decisions. The 
CPUC final decision may be the proposed decision by the administrative law 
judge, the alternate decision proposed by the Commissioner, or another 
decision.

          SEC and final FERC regulatory approvals for the combination are 
expected to be obtained following CPUC approval and the commencement of 
combined operations is expected during the summer of 1998.

          In connection with the completion of the Department of Justice's 
review and clearance of the combination, Enova committed to follow through on 
its previously announced plans to auction off two fossil-fuel power plants. 
In addition, Sempra Energy agreed to obtain prior approval from the 
Department of Justice before acquiring or otherwise controlling any existing 
California generation facilities in excess of 500 megawatts.

          To pursue opportunities in unregulated energy markets pending the
completion of the combination, Pacific Enterprises and Enova have formed a
joint venture to be named Sempra Energy Solutions (currently named Energy
Pacific) to market energy products and services.  See "Energy Management
Services" below.  In addition, in December 1997, Pacific Enterprises and Enova
jointly acquired Sempra Energy Trading Corp. (formerly AIG Trading
Corporation), a natural gas and power marketing firm with 90 employees
headquartered in Greenwich, Connecticut.  Its business primarily focuses on
wholesale trading and marketing of natural gas, power and oil. See "Energy 
Trading" below.

          
          
                        SOUTHERN CALIFORNIA GAS COMPANY
                                       
     Pacific Enterprises' principal subsidiary, Southern California Gas Company
("SoCalGas"), is a public utility owning and operating a natural gas
distribution, transmission and storage system that supplies natural gas in 535
cities and communities throughout most of southern and part of central
California.  SoCalGas provides natural gas service to residential, commercial,
industrial, utility electric generation and wholesale customers through
approximately 4.8 million meters in a 23,000-square-mile service area with a
population of approximately 17.6 million.




                                      -6-
     
<PAGE>
     
                               OPERATING STATISTICS
                                       
          The following table sets forth certain operating statistics of
SoCalGas from 1993 through 1997.

<TABLE>
<CAPTION>
                                                                                       Year Ended 
                                                                                       December 31
                                                         --------------------------------------------------------------------
                                                           1997           1996           1995           1994           1993
  ---------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>            <C>            <C>            <C>

Gas Sales, Transportation & Exchange
   Revenues (millions of dollars):
 Residential                                               $1,736         $1,613         $1,554         $1,713         $1,652
 Commercial/Industrial                                        756            708            751            798            854
 Utility Electric Generation                                   76             70            104            118            147
 Wholesale                                                     67             70             62             98            117
 Exchange                                                       1              1              1              1              4
                                                           ------         ------         ------         ------         ------
 Total in rates(1)                                          2,636          2,462          2,472          2,728          2,774
 Regulatory balancing accounts
    and other                                                   5            (40)          (193)          (142)            37
                                                           ------         ------         ------         ------         ------
  Operating Revenue                                        $2,641         $2,422         $2,279         $2,586         $2,811
                                                           ------         ------         ------         ------         ------
                                                           ------         ------         ------         ------         ------

Volumes (billions of cubic feet):
 Residential                                                  240            236            239            256            247
 Commercial/Industrial                                        388            374            352            348            340
 Utility Electric Generation                                  158            139            204            260            213
 Wholesale                                                    138            130            129            146            148
 Exchange                                                       6              5             13             10             17
                                                              ---            ---            ---          -----            ---
  Total                                                       930            884            937          1,020            965
                                                              ---            ---            ---          -----            ---
                                                              ---            ---            ---          -----            ---

 Core                                                         323            314            325            341            339
 Noncore                                                      607            570            612            679            626
                                                              ---            ---            ---          -----            ---
  Total                                                       930            884            937          1,020            965
                                                              ---            ---            ---          -----            ---
                                                              ---            ---            ---          -----            ---

 Sales                                                        317            315            338            362            352
 Transportation                                               607            564            586            648            596
 Exchange                                                       6              5             13             10             17
                                                              ---            ---            ---          -----            ---
  Total                                                       930            884            937          1,020            965
                                                              ---            ---            ---          -----            ---
                                                              ---            ---            ---          -----            ---

Revenues (per thousand cubic feet):
 Residential                                                $7.23          $6.86          $6.49          $6.68          $6.68
 Commercial/Industrial                                      $1.95          $1.89          $2.14          $2.30          $2.51
 Utility Electric Generation                                $0.48          $0.50          $0.51          $0.45          $0.69
 Wholesale                                                  $0.49          $0.54          $0.48          $0.67          $0.79
 Exchange                                                   $0.17          $0.10          $0.06          $0.07          $0.22
Customers
 Active Meters (at end of period):
 Residential                                            4,624,279      4,582,553      4,526,150      4,483,324      4,459,250
 Commercial                                               183,146        184,425        184,470        187,518        187,602
 Industrial                                                22,642         22,952         22,976         23,505         23,924
 Utility Electric Generation                                    8              9              8              8              8
 Wholesale                                                      4              3              3              3              3
                                                        ---------      ---------      ---------      ---------      ---------
  Total                                                 4,830,079      4,789,942      4,733,607      4,694,358      4,670,787
                                                        ---------      ---------      ---------      ---------      ---------
                                                        ---------      ---------      ---------      ---------      ---------

Residential Meter Usage (annual average):
 Revenues (dollars)                                        $  375           $352           $345           $383           $371
 Volumes (thousands of cubic feet)                           51.9           50.5           53.2           57.4           55.6


System Usage (millions of cubic feet):
 Average Daily Sendout                                      2,515          2,452          2,579          2,795          2,611
 Peak Day Sendout                                           3,887          4,000          4,120          4,350          4,578
Degree Days (2):
 Number                                                     1,126(3)       1,195          1,241          1,459          1,203
 Average (20 Year)                                          1,358          1,369          1,381          1,418          1,430
 Percent of Average                                          82.9%          87.3%          89.9%         102.9%          84.1%

Population of Service Area
   (estimated at year end)                             17,630,000     17,424,000     17,260,000     17,070,000     15,600,000

</TABLE>

(1)   Beginning January 1, 1994, rates included the ratepayer's portion of 
      the Comprehensive Settlement (the amount included in rates for 1997, 
      1996, 1995, and 1994 was $98 million, $90 million, $84 million, and 
      $119 million, respectively.)

(2)   The number of degree days for any period of time indicates whether the
      temperature is relatively hot or cold.  A degree day is recorded for each
      degree the average temperature for any day falls below 65 degrees
      Fahrenheit.

(3)   Estimated calendar degree days.

                                      -7-

<PAGE>

                                 SERVICE AREA
                                       
          SoCalGas distributes natural gas throughout a 23,000-square-mile
service territory with a population of approximately 17.6 million people.  As
indicated by the following map, its service territory includes most of southern
California and part of central California.








                                   [GRAPHIC]















          Natural gas service is also provided on a wholesale basis to the 
distribution systems of the City of Long Beach, San Diego Gas & Electric 
Company and Southwest Gas Corporation.

                                      -8-

<PAGE>

                               UTILITY SERVICES
                                       
          SoCalGas' customers are separated, for regulatory purposes, into core
and noncore customers.  Core customers are primarily residential and small
commercial and industrial customers, without alternative fuel capability.
There are approximately 4.8 million core customers (4.6 million residential and
200,000 small commercial and industrial).  Noncore customers consist primarily
of utility electric generation ("UEG"), wholesale and large commercial and
industrial customers, and total approximately 1,600.  Gas volumes delivered to
UEG customers are greatly affected by the price and availability of electric
power generated outside of SoCalGas' service area.  UEG and other noncore
customers are also sensitive to the price relationship between natural gas and
alternate fuels, and many are capable of readily switching from one fuel to
another, subject to air quality regulations.

          SoCalGas offers two basic utility services, sale of gas and
transportation of gas through two business units, one focusing on core
distribution customers and the other on large volume gas transportation
customers.  Most residential customers and most other core customers purchase
gas directly from SoCalGas.  Noncore customers have the option of purchasing
gas either from SoCalGas or from other sources (such as brokers or producers)
for delivery through SoCalGas' transmission and distribution system.  Core
customers are permitted to aggregate their gas requirements and also to
purchase gas directly from brokers or producers, up to a limit of 10% of
SoCalGas' core market.  Most noncore customers procure their own gas supply
rather than purchase gas from SoCalGas.  Although the revenues from
transportation throughput are less than for gas sales, SoCalGas generally earns
the same margin whether SoCalGas buys the gas and sells it to the customer or
transports gas already owned by the customer.  For 1998, approximately 88% of
the total margin authorized is contributed by the core market, with 12%
contributed by the noncore market.  (See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - SoCalGas
Operations - Markets.")

          SoCalGas continues to be obligated to purchase reliable supplies of
natural gas to serve the requirements of its core customers.  However, the only
gas supplies that SoCalGas may offer for sale to noncore customers are the same
supplies that it purchases to serve its core customers.

          SoCalGas also provides gas storage services for noncore and off-
system customers on a bid and negotiated contract basis.  The storage service
program provides opportunities for customers to store gas on an "as available"
basis, usually during the summer to reduce winter purchases when gas costs are
generally higher.  As of December 31, 1997, SoCalGas stored approximately
15 billion cubic feet of customer-owned gas.

                                DEMAND FOR GAS
                                       
          Natural gas is a principal energy source in SoCalGas' service area
for residential, commercial and industrial uses as well as UEG requirements.
Gas competes with electricity for residential and commercial cooking, water
heating, space heating and clothes drying uses, and with other fuels for large
industrial, commercial and UEG uses.  Growth in SoCalGas' markets is largely
dependent upon the health and expansion of the southern California economy.
SoCalGas added approximately 43,700 new meters in 1997.  This represents a
growth rate of approximately 0.9%.  SoCalGas anticipates that customer growth
for 1998 will continue at about 1997 levels.

          During 1997, approximately 97% of residential energy customers in
SoCalGas' service area used natural gas for water heating and 94% for space
heating.  Approximately 78% of those customers used natural gas for cooking and
72% for clothes drying.

                                     -9-

<PAGE>

          Demand for natural gas by noncore customers such as large volume 
commercial, industrial and UEG customers is very sensitive to the price of 
alternative competitive fuels.  These customers number only approximately 
1,600; however, during 1997, accounted for approximately 15% of total gas 
revenues, 65% of total gas volumes delivered and 12% of the authorized gas 
margin.  External factors such as weather, electric deregulation, the 
increased use of hydro-electric power, competing pipeline bypass and general 
economic conditions can result in significant shifts in this market.  Demand 
for gas for UEG customer use is also greatly affected by the price and 
availability of electric power generated in other areas and purchased by 
SoCalGas' UEG customers.  (See "Competition" below.)  Demand for gas for UEG 
customer use in 1997 increased as a result of higher demands for electricity 
and less availability of hydro-electricity.  UEG customer demand decreased in 
1996 as a result of abundant hydro-electricity.

          As a result of electric industry restructuring, natural gas demand
for electric generation within SoCalGas' service area competes with electric
power generated throughout the western United States.  Effective March 31,
1998, California consumers are scheduled to be given the option of selecting
their electric energy provider from a variety of local and out-of-state
producers.  The implementation of electric industry restructuring has no direct
impact on SoCalGas' operations.  However, future volumes of natural gas
transported for utility electric generation customers may be adversely affected
to the extent that regulatory changes divert electricity generation from
SoCalGas' service area.  In addition, the electric industry restructuring has
mandated a 10% reduction of electric rates to core customers as of January 1,
1998; however, electricity is unlikely to overcome the entire cost advantage of
natural gas for existing uses.  (See "Item 7.  Management's Discussion and
Analysis of Financial Condition and Results of Operation - SoCalGas Operations
- Factors Influencing Future Performance.")

                                  COMPETITION
                                       
          SoCalGas' throughput to enhanced oil recovery ("EOR") customers has
decreased significantly since 1992 because of the bypass of SoCalGas' system.
The decrease in revenues from EOR customers is subject to full balancing
account treatment, except for a 5% incentive to SoCalGas, and therefore, does
not have a material impact on earnings.

          Bypass of other SoCalGas markets may also occur and SoCalGas is fully
at risk for reduction in such noncore volumes due to bypass.  However,
significant additional bypass would require construction of additional
facilities by competing pipelines. SoCalGas is continuing to reduce its costs
to maintain cost competitiveness to retain transportation customers.

          To respond to bypass, SoCalGas may seek expedited review of long-term
gas transportation contracts with some noncore customers at lower than tariff
rates.  In addition, SoCalGas allocates costs in a manner that eliminates
subsidization of core customer rates by noncore customers.  This allocation
flexibility, together with negotiating authority, has enabled SoCalGas to
better compete with new interstate pipelines for noncore customers. In
addition, under a capacity brokering program, for a fee, SoCalGas provides to
noncore customers, or others, a portion of its control of interstate pipeline
capacity to allow more direct access to producers. Also, a comprehensive
settlement of certain regulatory issues has improved SoCalGas' competitiveness
by reducing the cost of transportation service to noncore customers.  (See
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - SoCalGas Operations - Factors Influencing Future
Financial Performance.")

          SoCalGas' operations and those of its customers are affected by a
growing number of environmental laws and regulations.  These laws and
regulations affect current operations as well as 

                                     -10-

<PAGE>

future expansion. Increasingly complex administrative and reporting requirements
of environmental agencies applicable to commercial and industrial customers 
utilizing gas are not generally applicable to those using electricity. However, 
anticipated advancements in natural gas technologies should enable gas equipment
to remain competitive with alternate energy sources.

                                SUPPLIES OF GAS
                                       
          In 1997, SoCalGas delivered approximately 930 billion cubic feet 
(Bcf) of natural gas through its system.  Approximately 65% of these 
deliveries were customer-owned gas for which SoCalGas provided transportation 
services.  The balance of gas deliveries was gas purchased by SoCalGas and 
resold to customers.

          Most of the natural gas delivered by SoCalGas is produced outside 
of California.  These supplies are delivered to SoCalGas' intrastate 
transmission system by interstate pipeline companies (primarily El Paso 
Natural Gas Company and Transwestern Pipeline Company) that provide 
transportation services for supplies purchased from other sources by SoCalGas 
or its transportation customers.  The rates that interstate pipeline 
companies may charge for gas and transportation services and other terms of 
service are regulated by the FERC.

          Existing interstate pipeline capacity into California exceeds 
current demand by over 1 Bcf per day.  This excess has reduced the market 
value of pipeline capacity well below FERC tariff rates.  SoCalGas has 
exercised its step-down option on both the El Paso and Transwestern 
interstate pipeline systems, thereby reducing its firm interstate capacity 
obligations to 1.45 Bcf per day from 2.25 Bcf per day.

          FERC-approved settlements have resulted in a reduction in the costs
that SoCalGas may possibly have to pay for the capacity released back to El
Paso and Transwestern that cannot be remarketed.  Of the remaining 1.45 Bcf per
day of capacity, SoCalGas' core customers use 1.05 Bcf per day at the full FERC
tariff rate.  The remaining 0.4 Bcf per day of capacity is marketed at
significant discounts.  Under existing regulation in California, unsubscribed
capacity costs associated with the remaining 0.4 Bcf per day are recoverable in
customer rates.  While including the unsubscribed pipeline cost in rates may
impact SoCalGas' ability to compete in highly contested markets, SoCalGas does
not believe its inclusion will have a significant impact on volumes transported
or sold.

          The following table sets forth the sources of gas deliveries by
SoCalGas from 1993 through 1997.

                                     -11-

<PAGE>

                                  SOURCES OF GAS

<TABLE>
<CAPTION>

                                                                                  Year Ended December 31
                                                            -----------------------------------------------------------------
                                                             1997           1996          1995           1994           1993
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>            <C>            <C>
Gas Purchases (Billions of Cubic Feet):
 Market Gas                                                   229            226           206            247            244
 Affiliates                                                    95             96            99            101             97
 California Producers &
   Federal Offshore                                             5             12            29             36             28
                                                              ---            ---           ---            ---            ---
    Total Gas Purchases                                       329            334           334            384            369

Customer-Owned Gas and
  Exchange Receipts                                           614            518           620            658            622

Storage Withdrawal
   (Injection) - Net                                           (3)            42           (13)            (9)           (10)

Company Use and
  Unaccounted For                                             (10)           (10)           (4)           (13)           (16)
                                                              ----           ----           ---           ----          ----

    Net Gas Deliveries                                        930            884           937           1,020           965
                                                              ---            ---           ---           -----           ---
                                                              ---            ---           ---           -----           ---

Gas Purchases: (Thousands of dollars)
 Commodity Costs                                             $849           $627          $478           $ 644         $ 815

 Fixed Charges*                                               250            276           264             368           398
                                                              ---            ---           ---             ---           ---
    Total Gas Purchases                                    $1,099           $903*         $742          $1,012        $1,213
                                                           ------           -----         ----          ------        ------
                                                           ------           -----         ----          ------        ------

Average Cost of Gas Purchased
  (Dollars per Thousand Cubic Feet)**                       $2.58           $1.88        $1.42           $1.68         $2.21
                                                            -----           -----        -----           -----         -----
                                                            -----           -----        -----           -----         -----
</TABLE>

 *  Fixed charges primarily include pipeline demand charges, take or pay
    settlement costs and other direct billed amounts allocated over the
    quantities delivered by the interstate pipelines serving SoCalGas.

**  The average commodity cost of gas purchased excludes fixed charges.

                                     -12-

<PAGE>

          Market sensitive gas supplies (supplies purchased on the spot 
market as well as under longer-term contracts and ranging from one month to 
ten years based on spot prices) accounted for approximately 70% of total gas 
volumes purchased by SoCalGas during 1997, as compared with 68% and 62%, 
respectively, during 1996 and 1995.  These supplies were generally purchased 
at prices significantly below those for other long-term sources of supply.

          SoCalGas estimates that sufficient natural gas supplies will be 
available to meet the requirements of its customers well into the next 
century.

                             RATES AND REGULATION
                                       
          SoCalGas is regulated by the CPUC.  The CPUC consists of five
commissioners appointed by the Governor of California for staggered six-year
terms.  It is the responsibility of the CPUC to determine that utilities
operate in the best interest of their customers and have the opportunity to
earn a reasonable return on investment.  The regulatory structure is complex
and has a very substantial impact on the profitability of SoCalGas.

PERFORMANCE BASED REGULATION

          On July 16, 1997, the CPUC issued its final decision on SoCalGas'
application for performance based regulation ("PBR"), which was filed with the
CPUC in 1995.

          For the 5-year period that commenced January 1, 1998, PBR replaces
the general rate case procedure and certain other regulatory proceedings.
Under ratemaking procedures in effect prior to the PBR decision, SoCalGas
typically filed a general rate case with the CPUC every three years.  In a
general rate case, the CPUC established a base margin, which is the amount of
revenue to be collected from customers to recover authorized operating expenses
(other than the cost of gas), depreciation, taxes and return on rate base.

          Under PBR, regulators allow future income potential to be tied to
achieving or exceeding specific performance and productivity measures, rather
than relying solely on expanding utility rate base in a market where SoCalGas
already has a highly developed infrastructure.  Key elements of the PBR include
a reduction in base rates, an indexing mechanism that limits future rate
increases to the inflation rate less a productivity factor, a sharing mechanism
with customers if earnings exceed the authorized rate of return on rate base,
and rate refunds to customers if service quality deteriorates.  The change in
regulatory oversight changes the way earnings are affected by various factors.
For example, under PBR earnings are more reliant on operational efficiencies
and less on investment in property, plant and equipment.

          PBR retains the balancing account mechanism by which SoCalGas refunds
or collects in the future the difference between actual core revenue and the
amounts authorized by the CPUC to be received in regulatory proceedings.  Thus,
full balancing account treatment allows SoCalGas to fully recover amounts
recorded as deferred costs or core revenue shortfalls, currently or in the
future.

          The Commission's PBR decision established the following rules for
SoCalGas:

          -  The decision ordered a rate reduction to an initial base margin of
             $1.3 billion.  This represents a rate reduction of $191 million 
             effective August 1, 1997, partially offset by a $27 million rate 
             increase to reflect inflation and customer growth effective on 
             January 1, 1998.
            
          -  Earnings up to 25 basis points above the authorized rate of return
             are retained 100% by shareholders.  Earnings that exceed the 
             authorized rate of return on rate base by 

                                     -13-

<PAGE>

             greater than 25 basis points are shared between customers and 
             shareholders on a sliding scale that begins with 75% of earnings
             being given back to customers and declining to 0% as earned returns
             approach 300 basis points above authorized amounts.  However, the 
             decision rejected sharing of any amount by which actual earnings 
             may fall below the authorized rate of return. In 1998, SoCalGas is 
             authorized to earn a 9.49% return on rate base.

          -  Margin per customer is indexed based on inflation less an estimated
             productivity factor of 2.1% in the first year, increasing 0.1% per 
             year to 2.5% in the fifth year.  This factor includes 1% to 
             approximate the projected impact of declining rate base.

          -  The CPUC decision allows for pricing flexibility for residential 
             and small commercial customers, with any shortfalls being borne by 
             shareholders and with gains shared between shareholders and 
             customers.

          SoCalGas implemented the base margin reduction on August 1, 1997, and
implemented the remaining PBR elements on January 1, 1998.  The CPUC intends
for its PBR decision to be in effect for five years.  The CPUC decision also
provides the possibility that changes to the PBR mechanism could be adopted in
a decision to be issued in SoCalGas' 1998 Biennial Cost Allocation Proceeding
("BCAP") application anticipated to become effective on August 1, 1999.

          The BCAP adjusts rates to reflect variances in core customer demand
from estimates previously used in establishing core customer rates.  The
mechanism substantially eliminates the effect on core income of variances in
core market demand and gas costs subject to the limitations of the Gas Cost
Incentive Mechanism ("GCIM") and the 1993 settlement that restructured certain
long-term gas supply contracts and resolved several regulatory matters.  The
BCAP will continue under PBR.

          The GCIM compares SoCalGas' cost of gas with the average market price
of 30-day firm spot supplies delivered to the SoCalGas service area.  The
mechanism permits full recovery of all costs within a "tolerance band" above
the benchmark price and refunds all savings within a "tolerance band" below the
benchmark price.  The costs of purchases or savings outside the "tolerance
band" are shared equally between customers and shareholders.  The GCIM is
authorized by the CPUC to be in effect through March 31, 1999.

          In June 1997, the CPUC approved a $3.2 million pre-tax shareholder
award for the GCIM year-ended March 31, 1996 which was recognized as income in
1997.

          In June 1997, SoCalGas filed a GCIM application with the CPUC
requesting a shareholder award for the annual period ending March 31, 1997.
The CPUC is expected to issue a final decision on this matter by mid-1998, and
income associated with this award will be recognized at that time.

AFFILIATE TRANSACTIONS

          On December 16, 1997, the CPUC adopted rules establishing uniform
standards of conduct governing the manner in which California investor-owned
utilities conduct business with their affiliates providing energy or energy-
related services within California.  The objective of these rules, which are
effective beginning January 1, 1998, is to ensure that the utilities' energy
affiliates do not gain an unfair advantage over other competitors in the
marketplace and that utility customers do not subsidize affiliate activities.
(See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - SoCalGas Operations - Factors Influencing Future
Performance.")

                                     -14-

<PAGE>

ALLOWED RATE OF RETURN

          For 1998, SoCalGas is authorized to earn a rate of return on rate
base of 9.49% and a rate of return on common equity of 11.6%, which is
unchanged from 1997.

GAS INDUSTRY RESTRUCTURING

          The gas industry experienced an initial phase of restructuring during
the 1980's by deregulating gas sales to noncore customers.  On January 21,
1998, the CPUC released a staff report initiating a project to assess the
current market and regulatory framework for California's natural gas industry.
The general goals of the plan are to consider reforms to the current regulatory
framework emphasizing market-oriented policies to benefit California natural
gas consumers.

                                  PROPERTIES
                                       
          At December 31, 1997, SoCalGas owned approximately 2,843 miles of 
transmission and storage pipeline,43,769 miles of distribution pipeline and 
43,499 miles of service piping.  It also owned 10 transmission compressor 
stations and 6 underground storage reservoirs (with a combined working 
storage capacity of approximately 116 Bcf) and general office buildings, 
shops, service facilities, and certain other equipment necessary in the 
conduct of its business.

          Southern California Gas Tower, a wholly owned subsidiary of 
SoCalGas, has a 15% limited partnership interest in a 52-story office 
building in downtown Los Angeles.  SoCalGas leases, and currently occupies, 
about half of the building.  (See also "Item 2. Properties.")

                          ENERGY MANAGEMENT SERVICES
                                       
          The Energy Management Services business unit of Pacific Enterprises
operates a number of domestic business ventures, including Sempra Energy
Solutions.

          Sempra Energy Solutions is the joint venture between Pacific
Enterprises and Enova established in early 1997.  Sempra Energy Solutions
primarily focuses on marketing new energy products and services.

          Energy Management Services also includes Pacific Interstate Company
("PIC"), an interstate pipeline subsidiary, and Central Plants, Inc., a
subsidiary which operates centralized heating and cooling plants for commercial
buildings.  PIC purchases gas from producers in Canada and from federal waters
offshore California and transports it for sale to SoCalGas and others.  Of the
gas purchased by PIC, 90% was sold to SoCalGas in 1997.  These deliveries
accounted for approximately 29% of the total volume of gas purchased by
SoCalGas and approximately 10% of SoCalGas' throughput.

          In September 1997, Pacific Enterprises sold its interest in several
small electric generating facilities.  The net investment in these assets was
$77 million at June 30, 1997, the effective date of the sale.

                                     -15-

<PAGE>

          In January 1998, through Sempra Energy Solutions, Pacific Enterprises
and Enova jointly acquired CES/Way International, the largest independent U.S.
company providing energy service performance contracting.  CES/Way
International has approximately 125 employees and is headquartered in Houston,
Texas.  The total cost of the acquisition was less than $100 million.

                       PACIFIC ENTERPRISES INTERNATIONAL
                                       
          Pacific Enterprises International ("PEI") was established in late
1994 to participate in the international gas infrastructure market and began
operations in March 1995.

          In April 1996, PEI acquired a 12.5% interest in each of two natural
gas utility holding companies in Argentina for $48.5 million.  These utilities
serve approximately 1.1 million customers in central and southern Argentina
with about 625 million cubic feet of gas per day.  PEI has a role in helping
manage these utilities by serving on the board of directors and providing
expertise in technological and operating areas.

          On August 12, 1996, PEI and two partners were awarded Mexico's first
privatization license to build and operate a natural gas distribution system in
Mexicali, Baja California.  The franchise was awarded to Distribuidora de Gas
Natural de Mexicali S. de R.L. de C.V. (DGN), a Mexican company formed by PEI,
Enova International (a subsidiary of Enova) and Proxima Gas.  DGN will invest
approximately $20 to $25 million during an initial five-year period to provide
service to more than 25,000 commercial, industrial and residential users.  PEI
has a 30% interest in DGN and has invested approximately $2 million and
$1 million in the Mexicali project during 1997 and 1996, respectively.  In
August 1997, the system began distributing natural gas primarily to commercial
customers in Mexicali, and by December 1997 daily throughput reached
5.3 million cubic feet.

          In 1997, DGN was awarded a license to build and operate a natural gas
pipeline in Chihuahua, a city of approximately 630,000 people in northern
Mexico.  DGN began construction in late 1997 and will invest $50 million in the
first five years of operation.  PEI has a 47.5% interest in this project and it
invested approximately $5 million during 1997.

          Other international projects are currently under evaluation in Latin
America and the Pacific Rim.

                                ENERGY TRADING
                                       
          In December 1997, Pacific Enterprises and Enova jointly acquired
Sempra Energy Trading Corp. (formerly AIG Trading Corporation), a natural gas
and power marketing firm with 90 employees headquartered in Greenwich,
Connecticut.  Its business primarily focuses on wholesale trading and marketing
of natural gas, power and oil.  Total cost of the acquisition was approximately
$225 million.

                                     -16-

<PAGE>
          
                             ENVIRONMENTAL MATTERS
                                       
          The CPUC has approved a collaborative settlement which provides for
rate recovery of 90 percent of environmental investigation and remediation
costs without reasonableness review.  In addition, SoCalGas has the opportunity
to retain a portion of any insurance recovery to offset the 10 percent of costs
not recovered in rates.

          At December 31, 1997, SoCalGas' estimated remaining liability for 
investigation and remediation was approximately $72 million, of which 90 
percent is authorized to be recovered through the rate recovery mechanism 
described above.  The estimated liability is subject to future adjustment 
pending further investigation.  (See "Item 7. Management's Discussion and 
Analysis of Financial Condition and Results of Operation - SoCalGas 
Operations - Factors Influencing Future Performance.")  Because of expected 
insurance and rate recovery, Pacific Enterprises believes that compliance 
with environmental laws and regulations will not have a material adverse 
effect on its consolidated results of operations or financial position.

          SoCalGas has identified and reported to California environmental
authorities 42 former gas manufacturing sites for which it (together with other
utilities as to 21 of the sites) may have remedial obligations under
environmental laws.  As of December 31, 1997, ten of the sites have been
remediated, of which seven have received certification from the California
Environmental Protection Agency.  Two sites are in the process of being
remediated.  Preliminary investigations, at a minimum, have been completed on
39 of the gas plant sites, including those sites at which the remediations
described above have been completed.  In addition, SoCalGas and its
subsidiaries are one of a large number of major corporations that have been
identified as potentially responsible parties for environmental remediation of
two industrial waste disposal sites and two landfill sites.

                                   EMPLOYEES
                                       
          Pacific Enterprises and its subsidiaries employ approximately
7,215 persons.  Of these, approximately 6,615 are employed by SoCalGas.

          Most field, clerical and technical employees of SoCalGas are
represented by the Utility Workers' Union of America or the International
Chemical Workers' Union.  A contract on wages and working conditions is
effective through March 31, 1999.  Terms of the contract allow an extension
through March 31, 2000.

                                     -17-
                                       
<PAGE>

                                  MANAGEMENT
                                       
          The executive officers of Pacific Enterprises are as follows:

<TABLE>
<CAPTION>

NAME                          AGE          POSITION
<S>                           <C>          <C>


Willis B. Wood, Jr.           63           Chairman and Chief Executive Officer

Richard D. Farman             62           President and Chief Operating Officer

Warren I. Mitchell            60           Executive Vice President, Pacific 
                                           Enterprises; President, Southern
                                           California Gas Company

Neal E. Schmale               51           Executive Vice President and Chief 
                                           Financial Officer

Frederick E. John             52           Senior Vice President

Debra L. Reed                 41           Senior Vice President, Southern 
                                           California Gas Company

Lee M. Stewart                52           Senior Vice President, Southern 
                                           California Gas Company

Dennis V. Arriola             37           Vice President and Treasurer

Leslie E. LoBaugh, Jr.        52           Vice President and General Counsel

Ralph Todaro                  47           Vice President and Controller

</TABLE>

          Executive officers are elected annually and serve at the pleasure of
the Board of Directors.

          All of Pacific Enterprises' executive officers have been employed 
by Pacific Enterprises or its subsidiaries in management positions for more 
than five years, except for Mr. Schmale and Mr. Arriola.  From 1992, until 
joining Pacific Enterprises in December 1997, Mr. Schmale was President of 
the Petroleum Products and Chemical Divisions of Unocal Corporation 
(1992-1994) and Chief Financial Officer of Unocal Corporation (1994-1997).  
From 1987 until joining Pacific Enterprises in August 1994, Mr. Arriola was a 
Vice President of Bank of America NT&SA (1992-1994) and a Vice President of 
Security Pacific National Bank (1987-1992).

          There are no family relationships between any of Pacific 
Enterprises' executive officers.

                                     -18-

<PAGE>
                              ITEM 2.  PROPERTIES
                                       
          Information with respect to the properties of Pacific Enterprises 
subsidiaries is set forth in Item 1 of this Annual Report.

                                       
                          ITEM 3.  LEGAL PROCEEDINGS
                                       
          Except for the matters referred to in the financial statements 
filed with or incorporated by reference in Item 8 or referred to elsewhere in 
this Annual Report, neither Pacific Enterprises nor any of its subsidiaries 
is a party to, nor is their property the subject of, any material pending 
legal proceedings other than routine litigation incidental to its businesses.

                                       
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                       
          No matters were submitted during the fourth quarter of 1997 to a vote
of Pacific Enterprises' security holders.

           
                                     -19-

<PAGE>

                                    PART II
                                       
                                       
                ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
                        AND RELATED STOCKHOLDER MATTERS
                                       
          Pacific Enterprises' Common Stock is traded on the New York and
Pacific Stock Exchanges.  Information as to the high and low sales prices for
such stock as reported on the composite tape for stocks listed on the New York
Stock Exchange and dividends paid for each quarterly period during the two
years ended December 31, 1997 is set forth under the captions "Financial Review-
-Range of Market Prices of Capital Stock" and "Quarterly Financial Data" in
Pacific Enterprises' 1997 Annual Report to Shareholders filed as Exhibit 13.01
to this Annual Report.  Such information is incorporated herein by reference.

          At December 31, 1997, there were 34,542 holders of record of Pacific
Enterprises' Common Stock.

                                       
                       ITEM 6.  SELECTED FINANCIAL DATA
                                       
          The information required by this Item is set forth under the caption
" Selected Financial Data and Comparative Statistics 1987-1997" in Pacific
Enterprises' 1997 Annual Report to Shareholders filed as Exhibit 13.01 to this
Annual Report.  Such information is incorporated herein by reference.

                                       
                 ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                       
          The information required by this Item is set forth under the caption
"Management's Discussion and Analysis" in Pacific Enterprises' 1997 Annual
Report to Shareholders filed as Exhibit 13.01 to this Annual Report.  Such
information is incorporated herein by reference.

                  ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK
                  
          The information required by this Item is set forth under the caption
"Management's Discussion and Analysis" in Pacific Enterprises' 1997 Annual
Report to Shareholders filed as Exhibit 13.01 to this Annual Report.  Such
information is incorporated herein by reference.

                                       
             ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                       
          Pacific Enterprises' consolidated financial statements required by
this Item are listed in Item 14(a)1 in Part IV of this Annual Report.  The
consolidated financial statements listed in Item 14(a)1 are incorporated herein
by reference.

                                       
                     ITEM 9.  CHANGES IN AND DISAGREEMENTS
                        WITH ACCOUNTANTS ON ACCOUNTING
                           AND FINANCIAL DISCLOSURE
                                       
          None.

                                     -20-

<PAGE>

                                   PART III
                                       
                                       
         ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                                       
          Information required by this Item with respect to the Company's
directors is set forth under the caption "Election of Directors" in the
Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to
be held on May 7, 1998.  Such information is incorporated herein by reference.

          Information required by this Item with respect to the Company's
executive officers is set forth in Item 1 of this Annual Report.

                                       
                       ITEM 11.  EXECUTIVE COMPENSATION
                                       
          Information required by this Item is set forth under the caption
"Election of Directors" and "Executive Compensation" in the Company's Proxy
Statement for its Annual Meeting of Shareholders scheduled to be held on May 7,
1998.  Such information is incorporated herein by reference.

                                       
                    ITEM 12.  SECURITY OWNERSHIP OF CERTAIN
                       BENEFICIAL OWNERS AND MANAGEMENT
                                       
          Information required by this Item is set forth under the caption
"Election of Directors" in the Company's Proxy Statement for its Annual Meeting
of Shareholders scheduled to be held on May 7, 1998.  Such information is
incorporated herein by reference.

                                       
                  ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
                                 TRANSACTIONS
                                       
          None.

                                     -21-

<PAGE>

                                    PART IV
                                       
                    ITEM 14.  EXHIBITS, FINANCIAL STATEMENT
                      SCHEDULES, AND REPORTS ON FORM 8-K
                                       

 (a) DOCUMENTS FILED AS PART OF THIS REPORT:

1.        CONSOLIDATED FINANCIAL STATEMENTS:
          
          1.01   Independent Auditors' Report
                 (Contained in Exhibit 13.01).
            
          1.02   Consolidated Statement of
                 Income for the years ended
                 December 31, 1997, 1996 and 1995
                 (Contained in Exhibit 13.01).
            
          1.03   Consolidated Balance Sheet at
                 December 31, 1997 and 1996
                 (Contained in Exhibit 13.01).
            
          1.04   Statement of Consolidated Cash Flows
                 for the years ended December 31, 1997,
                 1996 and 1995 (Contained in Exhibit 13.01).
            
          1.05   Statement of Consolidated Shareholders'
                 Equity for the years ended
                 December 31, 1997, 1996 and 1995
                 (Contained in Exhibit 13.01).
            
          1.06   Notes to Consolidated Financial
                 Statements (Contained in Exhibit 13.01).
            
2.        FINANCIAL STATEMENT SCHEDULES:  Schedules for which provision is 
          made in Regulation S-X are not required under the instructions 
          contained therein, are inapplicable, or the information is included 
          in the Notes to the Consolidated Financial Statements
                 
3.        ARTICLES OF INCORPORATION AND BY-LAWS:
          
          3.01   Articles of Incorporation of
                 Pacific Enterprises
                 (Note 26, Exhibit 3.01).
            
          3.02   Bylaws of Pacific Enterprises.
                 (Note 23; Exhibit 3.02).
            
                                     -22-

<PAGE>

4.        INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS:

          (Note:  As permitted by Item 601(b)(4)(iii) of Regulation S-K,
          certain instruments defining the rights of holders of long-term debt
          for which the total amount of securities authorized thereunder does
          not exceed ten percent of the total assets of Southern California Gas
          Company and its subsidiaries on a consolidated basis are not filed as
          exhibits to this Annual Report.  The Company agrees to furnish a copy
          of each such instrument to the Commission  upon request.)
     
          4.01   Specimen Common Stock Certificate of
                 Pacific Enterprises (Note 16; Exhibit 4.01).
            
          4.02   Specimen Preferred Stock Certificates of Pacific
                 Enterprises (Note 8; Exhibit 4.02).
            
          4.03   First Mortgage Indenture of Southern California
                 Gas Company to American Trust Company dated
                 October 1, 1940 (Note 1; Exhibit B-4).
            
          4.04   Supplemental Indenture of Southern California Gas
                 Company to American Trust Company dated as of
                 July 1, 1947 (Note 2; Exhibit B-5).
            
          4.05   Supplemental Indenture of Southern California
                 Gas Company to American Trust Company dated as
                 of August 1, 1955 (Note 3; Exhibit 4.07).
            
          4.06   Supplemental Indenture of Southern California
                 Gas Company to American Trust Company dated as
                 of June 1, 1956 (Note 4; Exhibit 2.08).
            
          4.07   Supplemental Indenture of Southern California
                 Gas Company to Wells Fargo Bank, National
                 Association dated as of August 1, 1972 (Note 6;
                 Exhibit 2.19).
            
          4.08   Supplemental Indenture of Southern California
                 Gas Company to Wells Fargo Bank, National
                 Association dated as of May 1, 1976 (Note 5;
                 Exhibit 2.20).
            
          4.9    Supplemental Indenture of Southern California
                 Gas Company to Wells Fargo Bank, National
                 Association dated as of September 15, 1981
                 (Note 9; Exhibit 4.25).
            
          4.10   Supplemental Indenture of Southern California
                 Gas Company to Manufacturers Hanover Trust
                 Company of California, successor to Wells
                 Fargo Bank, National Association, and Crocker
                 National Bank as Successor Trustee dated as
                 of May 18, 1984 (Note 11; Exhibit 4.29).
            
                                     -23-

<PAGE>

          4.11   Supplemental Indenture of Southern California
                 Gas Company to Bankers Trust Company of
                 California, N.A., successor to Wells Fargo Bank,
                 National Association dated as of January 15,
                 1988 (Note 13; Exhibit 4.11).
            
          4.12   Supplemental Indenture of Southern California Gas
                 Company to First Trust of California, National
                 Association, successor to Bankers Trust Company
                 of California, N.A. (Note 18; Exhibit 4.37).
            
          4.13   Rights Agreement dated as of March 7, 1990
                 between Pacific Enterprises and Security
                 Pacific National Bank, as Rights
                 Agent (Note 19; Exhibit 4).
            
10.       MATERIAL CONTRACTS
          
          10.01  Form of Indemnification Agreement
                 between Pacific Enterprises and each of
                 its directors and officers
                 (Note 21; Exhibit 10.07).
            
          10.2   Agreement and Plan of Merger
                 and Reorganization dated as of October 12,
                 1996, by and among Pacific Enterprises,
                 Enova, the New Holding Company,
                 Pacific Sub and Enova Sub
                 (Note 24; Exhibit 10.1).
            
          10.3   Operating Agreement of Mineral JV, LLC,
                 dated as of January 13, 1997 (Note 25;
                 Exhibit 10.5).
            
          EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
           
          10.4   Restatement and Amendment of Pacific
                 Enterprises 1979 Stock Option Plan
                 (Note 7; Exhibit 1.1).
            
          10.5   Pacific Enterprises Supplemental Medical
                 Reimbursement Plan for Senior Officers
                 (Note 8; Exhibit 10.24).
            
          10.6   Pacific Enterprises Financial Services
                 Program for Senior Officers (Note 8;
                 Exhibit 10.25).
            
          10.7   Pacific Enterprises Supplemental
                 Retirement and Survivor Plan (Note 11;
                 Exhibit 10.36).
            
                                     -24-

<PAGE>

          10.8   Pacific Enterprises Stock Payment
                 Plan (Note 11; Exhibit 10.37).
            
          10.9   Pacific Enterprises Pension Restoration
                 Plan (Note 8; Exhibit 10.28).
            
          10.10  Southern California Gas Company Pension
                 Restoration Plan For Certain Management
                 Employees (Note 8; Exhibit 10.29).
            
          10.11  Pacific Enterprises Executive Incentive
                 Plan (Note 13; Exhibit 10.13).
            
          10.12  Pacific Enterprises Deferred Compensation
                 Plan for Key Management Employees (Note 12;
                 Exhibit 10.41).
            
          10.13  Pacific Enterprises Employee Stock
                 Ownership Plan and Trust Agreement
                 as amended in toto effective October 1, 1992.
                 (Note 21; Exhibit 10.18).
            
          10.14  Pacific Enterprises Stock Incentive Plan
                 (Note 15; Exhibit 4.01).
            
          10.15  Pacific Enterprises Retirement Plan for
                 Directors (Note 21; Exhibit 10.20).
            
          10.16  Pacific Enterprises Director's Deferred
                 Compensation Plan (Note 21; Exhibit 10.21).
            
          10.17  Amended and Restated Pacific Enterprises Employee
                 Stock Option Plan (as of March 4, 1997)
                 (Note 26; Exhibit 10.17).
            
          10.18  Form of Severance Agreement
                 (Note 26; Exhibit 10.18).
            
          10.19  Form of Incentive Bonus Agreement
                 (Note 26; Exhibit 10.19).
            
11.       STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
          11.01  Pacific Enterprises Computation of Earnings 
                 per Share (see Consolidated Statement of 
                 Income and Note 15 of the Notes to 
                 Consolidated Financial Statements
                 contained in Exhibit 13.01).
            
                                     -25-

<PAGE>

13.       ANNUAL REPORT TO SECURITY HOLDERS
          13.01  Pacific Enterprises 1997 Annual
                 Report to Shareholders.  (Such
                 report, except for the portions
                 thereof which are expressly
                 incorporated by reference in this
                 Annual Report, is furnished for the
                 information of the Securities and
                 Exchange Commission and is not to
                 be deemed "filed" as part of this
                 Annual Report).
            
21.       SUBSIDIARIES OF THE REGISTRANT
          21.01  List of subsidiaries of Pacific Enterprises.
            
23.       CONSENTS OF EXPERTS AND COUNSEL
          23.01  Independent Auditors' Consent.
            
24.       POWER OF ATTORNEY
          24.01  Power of Attorney of Certain Officers
                 and Directors of Pacific Enterprises
                 (contained on signature pages).
            
27.       FINANCIAL DATA SCHEDULE
          27.01  Financial Data Schedule.
            
(b)       REPORTS ON FORM 8-K:

          The following reports on Form 8-K were filed during the last quarter 
          of 1997: None



------------------------------

               NOTE:          Exhibits referenced to the following notes were
                              filed with the documents cited below under the 
                              exhibit or annex number following such reference.
                              Such exhibits are incorporated herein by 
                              reference.

                                     -26-
               
<PAGE>

<TABLE>
<CAPTION>

Note
Reference                                      Document
---------                                      --------
 <C><S>
 1  Registration Statement No. 2-4504 filed by Southern California Gas Company
    on September 16, 1940.

 2  Registration Statement No. 2-7072 filed by Southern California Gas Company
    on March 15, 1947.

 3  Registration Statement No. 2-11997 filed by Pacific Lighting Corporation
    on October 26, 1955.

 4  Registration Statement No. 2-12456 filed by Southern California Gas
    Company on April 23, 1956.

 5  Registration Statement No. 2-56034 filed by Southern California Gas
    Company on April 14, 1976.

 6  Registration Statement No. 2-59832 filed by Southern California Gas
    Company on September 6, 1977.

 7  Registration Statement No. 2-66833 filed by Pacific Lighting Corporation
    on March 5, 1980.

 8  Annual Report on Form 10-K for the year ended December 31, 1980, filed by
    Pacific Lighting Corporation.

 9  Annual Report on Form 10-K for the year ended December 31, 1981, filed by
    Pacific Lighting Corporation.

 10 [Intentionally Left Blank.]

 11 Annual Report on Form 10-K for the year ended December 31, 1984, filed by
    Pacific Lighting Corporation.

 12 Annual Report on Form 10-K for the year ended December 31, 1985, filed by
    Pacific Lighting Corporation.

 13 Annual Report on Form 10-K for the year ended December 31, 1987, filed by
    Pacific Enterprises.

 14 [Intentionally Left Blank.]

 15 Registration Statement No. 33-21908 filed by Pacific Enterprises on
    May 17, 1988.

 16 Annual Report on Form 10-K for the year ended December 31, 1988, filed by
    Pacific Enterprises.

 17 [Intentionally Left Blank.]

 18 Registration Statement No. 33-50826 filed by Southern California Gas
    Company on August 13, 1992.

 19 Current Report on Form 8-K dated September 25, 1992, filed by Pacific
    Enterprises.

 20 [Intentionally Left Blank.]

 21 Annual Report on Form 10-K for the year ended December 31, 1992, filed by
    Pacific Enterprises.

 22 [Intentionally Left Blank.]

 23  Annual Report on Form 10-K for the year ended December 31, 1995, filed by
     Pacific Enterprises.

                                     -27-

<PAGE>

 24  Current Report on Form 8-K dated October 15, 1996, filed by Pacific
     Enterprises.

 25  Registration Statement No. 333-21229 filed by Mineral Energy Company on
     February 5, 1997.

 26  Annual Report on Form 10-K for the year ended December 31, 1996, filed by
     Pacific Enterprises.

</TABLE>


                                     -28-

<PAGE>

                                  SIGNATURES
                                       
                                       
          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.

                                                PACIFIC ENTERPRISES


                                                By:  WILLIS B. WOOD, JR.
                                                   ----------------------------
                                                Name:  Willis B. Wood, Jr.
                              
                                                Title:  Chairman and
                                                        Chief Executive Officer
                              
                                                Dated:  March 20, 1998
                              

                                     -29-

<PAGE>

          Each person whose signature appears below hereby authorizes Willis B.
Wood, Jr., Richard D. Farman, and Neal E. Schmale, and each of them, severally,
as attorney-in-fact, to sign on his or her behalf, individually and in each
capacity stated below, and file all amendments to this Annual Report.

          Pursuant to the requirements of the Securities Exchange 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 dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                        TITLE                           DATE
<S>                              <C>                             <C>
WILLIS B. WOOD, JR.              Chairman,                       March 20, 1998
---------------------------      Chief Executive Officer and 
(Willis B. Wood, Jr.             Director (Principal Executive
                                 Officer) 
           
NEAL E. SCHMALE                  Executive Vice President and    March 20, 1998
---------------------------      Chief Financial Officer 
(Neal E. Schmale)                (Principal Financial Officer) 
                   
RALPH TODARO                     Vice President and Controller   March 20, 1998
---------------------------      (Principal Accounting Officer)       
Ralph Todaro

HYLA H. BERTEA                   Director                        March 20, 1998
---------------------------
(Hyla H. Bertea)          

HERBERT L. CARTER                Director                        March 20, 1998
---------------------------
(Herbert L. Carter)       

RICHARD D. FARMAN                Director                        March 20, 1998
---------------------------
(Richard D. Farman)       

WILFORD D. GODBOLD, JR.          Director                        March 20, 1998
---------------------------
(Wilford D. Godbold, Jr.) 

IGNACIO E. LOZANO, JR.           Director                        March 20, 1998
---------------------------
(Ignacio E. Lozano, Jr.)  

RICHARD J. STEGEMEIER            Director                        March 20, 1998
---------------------------
(Richard J. Stegemeier)   

DIANA L. WALKER                  Director                        March 20, 1998
---------------------------
(Diana L. Walker)         

</TABLE>

                                     -30-