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                                                                 Exhibit 10.17

                               PACIFIC ENTERPRISES

                                -----------------
                            EMPLOYEE STOCK OPTION PLAN*
                                -----------------

                                        I
                                     PURPOSE

    The purpose of this Plan is to further the growth and development of 
Pacific Enterprises (the "Company") by strengthening the ability of the 
Company to attract and retain outstanding employees upon whose judgment, 
initiative and efforts the continued success of the Company is dependent, by 
providing employees with additional incentives for high levels of performance 
and by increasing the commonality of interests of employees and the Company's 
shareholders. This Plan seeks to accomplish these purposes by providing 
employees with a proprietary interest in the Company through the grant of 
stock options to purchase shares of the Company's Common Stock.

                                       II
                                 ADMINISTRATION
    This Plan shall be administered by the Compensation Committee of the 
Company's Board of Directors.

    The Compensation Committee shall, subject to the express provisions of 
this Plan, have full and final authority in its sole discretion:

        (a) To grant stock options to persons eligible for selection to 
    participate in this Plan provided that no employee may be granted in any 
    calendar year stock options to purchase more than an aggregate of 75,000 
    shares of the Company's Common Stock;

        (b) To determine the terms and conditions (which need not be 
    identical) of each stock option;

        (c) To modify or amend any stock option granted under this Plan 
    (except to reduce the option price thereof or increase the number of shares 
    subject thereto, other than as required or permitted pursuant to Article IV 
    of this Plan) or waive any restrictions or conditions applicable thereto or 
    to the exercise thereof, provided that an optionee's rights may not be 
    adversely affected in any material respect without the consent of the 
    optionee.
    
        (d) To construe and interpret this Plan and any related stock option 
    and define the terms employed herein and therein;

        (e) To prescribe, amend and rescind rules, regulations and policies 
    for the administration of this Plan; and

        (f) To make all other determinations necessary or advisable with 
    respect to this Plan and any stock option granted hereunder.

    The Compensation Committee, in its sole discretion and upon such terms 
and conditions as it may prescribe, may designate one or more officers or a 
committee of officers of the Company or its subsidiaries to exercise any or 
all of the foregoing authority of the Compensation Committee except authority 
with respect to the grant of stock options to, or stock options held by, any 
person who, at the time such authority is exercised, is subject to Section 16 
of the Securities Act of 1934 in respect of equity securities of the Company.


*Amended and restated as of March 4, 1997


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    No member of the Board of Directors or the Compensation Committee or 
agent or designee thereof will be liable for any action or inaction in respect 
of this Plan or any stock option granted under this Plan.

                                      III
                                 PARTICIPATION

    Officers and other employees of the Company or any of its subsidiaries 
(any corporation of which 50% or more of the issued and outstanding stock 
having ordinary voting rights is owned directly or indirectly by the Company 
or any other business entity or association of which 50% or more of the 
outstanding equity interest is so owned) shall be eligible for selection to 
participate in this Plan. Directors who are not also employees of the Company 
or its subsidiaries shall not be eligible for selection to participate in 
this Plan.

                                       IV
                        SHARES SUBJECT TO STOCK OPTIONS

    Stock options granted under this Plan shall be for the purchase of shares 
of Common Stock of the Company. The maximum number of shares as to which 
stock options may be granted under this Plan during 1994 shall be 830,000 
shares. During each subsequent year the maximum number of shares as to which 
stock options may be granted under this Plan shall be a number of shares 
equal to 1% of the number of shares of the Company's Common Stock outstanding 
at the beginning of such year. If any stock option granted under this Plan 
shall for any reason expire or terminate during the year in which it is 
granted without having been exercised in full, then any unexercised shares 
which were subject to such option shall again be available for the grant of 
stock options under this Plan during such year.

    If the outstanding shares of the Company's Common Stock are increased or 
decreased as a result of split-up or consolidation thereof, stock dividend 
thereon or a similar transaction, or are changed into or exchanged for a 
different number or kind of securities as a result of a reclassification or 
recapitalization or of a reorganization, merger or consolidation then, in 
each such case, an appropriate and proportionate adjustment shall be made in 
the number and the kind of securities as to which stock options may be 
granted under this Plan and to any employee. A corresponding adjustment shall 
likewise be made in the number and kind of securities to which stock options 
then outstanding shall relate. Any such adjustment, however, in an 
outstanding stock option shall be made without change in the total purchase 
price applicable to the securities to which such stock option relates but 
with a corresponding adjustment in the option price for each such security.

                                        V
                             TERMS OF STOCK OPTIONS

    Each stock option granted under this Plan shall be subject to the 
following terms and conditions:

    (a)  OPTION PRICE.  The option price of each share purchasable upon 
exercise of a stock option shall be determined by the Compensation Committee 
but shall be not less than 100% of the fair market value of the shares 
subject to the stock option on the date the stock option is granted. Unless a 
higher option price is specified by the Compensation Committee, the option 
price of each share purchasable upon exercise of a stock option shall be 100% 
of the fair market value on the date the stock option is granted.

    (b)  OPTION TERM.  The term of each stock option shall be determined by 
the Compensation Committee. Unless a different term is specified by the 
Compensation Committee, the term of a stock option shall be for ten years 
from the date the stock option is granted.

    (c)  EXERCISABILITY.  Each stock option shall be exercisable either 
immediately or at such time or times as may be determined by the Compensation 
Committee. Unless a different determination is specified by the Compensation 
Committee, a stock option shall become and remain exercisable in cumulative 
installments of 20% of the shares originally subject thereto on each of the 
first five anniversaries of the date the stock option is granted.


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    (d)  DIVIDEND EQUIVALENTS.  Each stock option may provide for the payment 
upon the exercise of the stock option of dividend equivalents (the amount of 
dividends that would have been paid on the shares as to which a stock option 
is exercised had the shares been outstanding from the date the stock option 
was granted) as may be determined by the Compensation Committee. Unless a 
different determination is specified by the Compensation Committee, full 
dividend equivalents shall be paid by the Company in cash to the employee 
upon the exercise of a stock option.

    (e)  TERMINATION OF EMPLOYMENT.  Each option shall expire at such times 
following the optionee's termination of employment with the Company and its 
subsidiaries as may be determined by the Compensation Committee. Unless a 
different determination is specified by the Compensation Committee:

         (1) Upon the termination of employment by reason of the retirement 
    by the optionee after having attained age 60, a stock option shall expire 
    on the earlier of (a) three years from the date of retirement or (b) the 
    date on which it would otherwise have expired, and during that period 
    shall be exercisable only as to the shares as to which it was exercisable 
    on the last day of employment.

         (2) Upon the termination of employment by reason of the death of the 
    optionee, a stock option shall expire on the earlier of (a) three years 
    from the date of the employee's death or (b) the date on which it would 
    otherwise have expired, and during that period shall be exercisable only 
    as to the shares as to which it was exercisable on the last day of 
    employment.

         (3) Upon the termination of employment for any other reason, a stock 
    option shall expire on the earlier of (a) three months from the date of 
    termination of employment or (b) the date on which it would otherwise 
    have expired, and during that period shall be exercisable only as to the 
    shares as to which it was exercisable on the last day of employment.

    (f) NON-TRANSFERABILITY.  Each stock option shall be non-transferable by 
the optionee other than by will or the laws of descent and distribution or 
pursuant to a qualified domestic relations order as defined by the Internal 
Revenue Code of 1986, as amended, or Title I of the Employee Retirement 
Income Security Act, or the rules thereunder.

    (g) ADDITIONAL TERMS AND CONDITIONS.  Each stock option shall be subject 
to such additional terms and conditions, not inconsistent with the terms of 
this Plan, as may be determined by the Compensation Committee including, 
without limitation, provisions for increases in the option price or changes 
in the term of the stock option, individual or corporate performance 
conditions to the exercisability of the stock option or the payment of 
dividend equivalents and limitations on amounts payable as dividend 
equivalents.

                                       VI

                               CHANGE IN CONTROL

    Upon the occurrence of a change in control of the Company, any time 
periods relating to the exercise of any stock option granted under this Plan 
and held by any optionee who is an employee of the Company or its subsidiaries 
at the time of the change of control shall be accelerated and any conditions 
to exercise thereof shall immediately terminate so that immediately upon the 
change in control the stock option thereafter may be exercised at any time or 
from time to time in whole or in part as to all shares remaining subject to 
the stock option until the expiration date thereof.

    The Compensation Committee may make such further provisions with respect 
to a change in control of the Company as it shall deem equitable and in the 
best interests of the Company. Such provision may be made in any stock option 
granted under this Plan or any agreement relating thereto, by amendment or 
supplement to any such stock option or agreement, or by resolution of the 
Compensation Committee.

    The phrase "change in control of the Company" shall have such meaning as 
from time to time ascribed thereto by the Compensation Committee and set 
forth in any stock option granted under this Plan or any agreement relating 
thereto or by any amendment or supplement to any such stock option or


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agreement, or by resolution of the Compensation Committee; provided, however, 
that notwithstanding the foregoing, a "change in control of the Company" shall 
be deemed to have occurred if:

          (i) Any person is or becomes the beneficial owner, directly or 
     indirectly, of securities of the Company (not including in the 
     securities beneficially owned by such person any securities acquired 
     directly from the Company or its affiliates other than in connection 
     with the acquisition by the Company or its affiliates of a business) 
     representing 20% or more of the combined voting power of the Company's
     then outstanding securities; or

         (ii) During any period of three consecutive years, the following 
     individuals cease for any reason to constitute a majority of the number 
     of directors then serving: individuals who at the beginning of such 
     three-year period constitute the Board of Directors of the Company and 
     any new director (other than a director whose initial assumption of 
     office is in connection with an actual or threatened election contest,
     including but not limited to a consent solicitation, relating to the 
     election of directors of the Company) whose appointment or election by 
     the Board of Directors of the Company or nomination for election by the 
     Company's shareholders was approved or recommended by a vote of at least
     two-thirds of the directors then still in office who either were directors
     at the beginning of such three-year period or whose appointment, election 
     or nomination for election was previously so approved or recommended; or

        (iii)  There is consummated a merger or consolidation of the Company 
     or any direct or indirect subsidiary of the Company with any other 
     corporation, other than (a) a merger or consolidation which would result 
     in the voting securities of the Company outstanding immediately prior 
     to such merger or consolidation continuing to represent (either by 
     remaining outstanding or by being converted into voting securities of 
     the surviving entity or any parent thereof), in combination with the 
     ownership of any trustee or other fiduciary holding securities under an 
     employee benefit plan of the Company or its subsidiaries, at least 60% 
     of the combined voting power of the securities of the Company or such 
     surviving entity or any parent thereof outstanding immediately after 
     such merger or consolidation, or (b) a merger or consolidation effected 
     to implement a recapitalization of the Company (or similar transaction) 
     in which no person is or becomes the beneficial owner, directly or 
     indirectly, of securities of the Company (not including in the 
     securities benefically owned by such person any securities acquired 
     directly from the Company or it affiliates other than in
     connection with the acquisition by the Company or its affiliates of a 
     business) representing 20% or more of the combined voting power of the 
     Company's then outstanding securities; or

         (iv)  The shareholders of the Company approve a plan of complete 
     liquidation or dissolution of the Company or there is consummated an 
     agreement for the sale or disposition by the Company of all or 
     substantially all of the Company's assets, other than a sale or 
     disposition by the Company of all or substantially all of the Company's 
     assets to an entity, at least 60% of the combined voting power of the 
     voting securities of which are owned by shareholders of the Company in 
     substantially the same proportions as their ownership of the Company 
     immediately prior to such sale.

Notwithstanding the foregoing, no event or transaction which would otherwise 
constitute a change of control under clauses (i) through (iv) shall 
constitute a change of control for purposes of any stock option if effected 
in connection with either (a) the currently pending business combination of 
the Company and Enova Corporation or (b) any other substantially similar 
business combination of the Company and Enova Corporation that is effected on 
or prior to December 31, 1999. In addition, any event or transaction which 
would otherwise constitute a change in control under clauses (i) through (iv) 
shall not constitute a change of control for purposes of any stock option 
granted to an individual who in connection with the event or transaction 
participates as an equity investor in the acquiring entity or any of its 
affiliates. For purposes of the preceding sentence, an individual shall not 
be deemed to have participated as an equity investor in the acquiring entity 
or any of its affiliates by virtue of (a) obtaining beneficial ownership of 
any equity interest in the acquiring entity or any of its affiliates as a 
result of the grant to the individual of an incentive compensation award 
under one or more incentive plans of the acquiring entity or any of its 
affiliates (including, but not limited to, the conversion in connection with 
such event or transaction of incentive compensation awards of the Company or 
its subsidiaries into incentive compensation awards of the

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acquiring entity or any of its affiliates), on terms and conditions 
substantially equivalent to those applicable to other executives of the 
Company or its subsidiaries immediately prior to such event or transaction, 
after taking into account normal differences attributable to job 
responsibilities, title and the like, (b) obtaining beneficial ownership of 
any equity interest in the acquiring entity or any of its affiliates on terms 
and conditions substantially equivalent to those obtained in such transaction 
by all other shareholders of the Company, or (c) having previously obtained 
beneficial ownership of any equity interest in the acquiring entity or any of 
its affiliates in a manner unrelated to such event or transaction.

     For purposes of this Article VI, the following definitions shall be 
     applicable:
     
          (i) "affiliate" shall have the meaning set forth in Rule 12b-2 
     promulgated under Section 12 of the Exchange Act.
     
         (ii) "beneficial owner" shall have the meaning set forth in 
     Rule 13d-3 under the Exchange Act.
     
        (iii) "Exchange Act" shall mean the Securities Exchange Act of 1934, 
     as amended from time to time.
     
         (iv) "person" shall have the meaning set forth in Section 3(a)(9) of 
     the Exchange Act, as modified and used in Sections 13(d) and 14(d) 
     thereof, except that such term shall not include (a) the Company or any 
     of its subsidiaries, (b) a trustee or other fiduciary holding securities 
     under an employee benefit plan of the Company or any of its affiliates, 
     (c) an underwriter temporarily holding securities pursuant to an 
     offering of such securities, (d) a corporation owned, directly or 
     indirectly, by the shareholders of the Company in substantially the same 
     proportions as their ownership of stock of the Company, or (e) a person 
     or group as used in Rule 13d-2(b) under the Exchange Act.
 

                                      VII

                       TERMINATION OF 1988 INCENTIVE PLAN

     Upon the approval of this Plan by shareholders of the Company, the 
Company's Stock Incentive Plan approved by the Company's Board of 
Directors and shareholders in 1988 shall terminate as to the grant of 
additional incentive awards.


                                      VIII

                               GENERAL PROVISIONS

     (a) Nothing in this Plan or in related agreement will confer upon 
any employee any right to continue in the employ of the Company or any 
of its subsidiaries or affect the right of the Company to terminate the 
employment of any employee at any time with or without cause.

     (b) No employee (individually or as a member of a group) and no 
beneficiary or other person claiming under or through such employee will 
have any right, title, or interest in or to any shares allocated or 
reserved under this Plan or subject to any stock option except as to such 
shares, if any, that have been issued to such employee.

     (c) The Company may make such provisions as it deems appropriate to 
withhold any taxes which it determines it is required to withhold in 
connection with the exercise of any stock option.

     (d) No stock option and no right under this Plan, contingent or 
otherwise, will be assignable or subject to any encumbrance, pledge or charge 
of any nature except that, under such rules and regulations as the Company 
may establish pursuant to the terms of the Plan, a beneficiary may be 
designated with respect to a stock option in the event of death of the 
employee granted the stock option.

     (e) No shares will be issued under this Plan or any stock option granted 
under this Plan unless and until all then applicable requirements imposed by 
federal and state securities and other laws, rules and regulations and by any 
regulatory agencies having jurisdiction, and by any stock exchanges upon 
which the shares may be listed, have been fully met.

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     (f) In the event that any member of the Compensation Committee shall 
fail to be a "disinterested person" within the meaning of Rule 16b-3 under 
the Securities Exchange Act of 1934 or an "outside director" within the 
meaning of Section 162(m) of the Internal Revenue Code of 1986, the Board of 
Directors of the Company may appoint a committee of two or more directors, 
each of whom shall be a disinterested director and an outside director, to 
administer this Plan and, upon such appointment, such committee shall become 
the administrator of this Plan and shall succeed to all of the authority 
vested in the Compensation Committee by this Plan.


                                      IX

                           AMENDMENT AND TERMINATION

     The Board of Directors of the Company may at any time, suspend, amend, 
modify or terminate this Plan, provided that no amendment or modification 
shall become effective which, within the meaning of Rule 16b-3 under the 
Securities Exchange Act of 1934, would:

          (i) materially increase the benefits accruing to participants in 
     this Plan,

         (ii) materially increase the number of shares which may be issued under
     this Plan, or

        (iii) materially modify the requirements as to eligibility for 
     participation in this Plan.

unless approved by the affirmative vote of the holders of a majority of the 
Company's shares present, or represented, and entitled to vote at a meeting 
duly held in accordance with applicable law. No such suspension, amendment, 
modification or termination of this Plan shall alter or impair any rights or 
obligations under any stock option theretofore granted under this Plan.

                                       X

                                 EFFECTIVE DATE
  
     This Plan shall be effective upon the adoption thereof by the Board of 
Directors of the Company subject to approval by the affirmative vote of the 
holders of a majority of the Company's shares present, or represented, and 
entitled to vote at a meeting of shareholders duly held in accordance with 
the laws of the State of California within twelve months following the date 
of the adoption of this Plan by the Board of Directors of the Company.  Any
stock option granted under this Plan prior to such approval shall be granted 
subject to such approval being so obtained.


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