<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, 1995
                             Commission file number 1-40


                                 PACIFIC ENTERPRISES
               --------------------------------------------------------
                (Exact name of Registrant as specified in its charter)

         California                                   95-0743670
    -----------------------                 ---------------------------------
    (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



<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 Voting
Preferred Stock) held by non-affiliates at March 15, 1996, was approximately
$2.3 billion.  This amount excludes the market value of 97,891 shares of Common
Stock held by Registrant's directors and executive officers.

Registrant's Common Stock outstanding at March 15, 1996, numbered 84,809,613
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.

                                 Information Incorporated
                                 by Reference and Document
    Annual Report                in Which Information is or
    On Form 10-K                 will be Contained
    -------------                --------------------------------

    Part II                      Information contained under the captions
                                 Financial Review -- Management's
                                 Discussion and Analysis", "Quarterly
                                 Financial Data", "Range of Market
                                 Prices of Capital Stock" and "Selected
                                 Financial Data and Comparative
                                 Statistics 1985-1995", in Registrant's
                                 1995 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 9, 1996.



<PAGE>


                                   TABLE OF CONTENTS

                                                                     Page
                                        PART I

Item 1.  Business......................................................5

         Pacific Enterprises...........................................5

         Southern California Gas Company...............................5

              Operating Statistics.....................................6

              Service Area.............................................7

              Utility Services.........................................8

              Demand for Gas...........................................8

              Competition..............................................9

              Supplies of Gas.........................................10

              Rates and Regulation....................................12

              Properties..............................................13

         Energy Management Services...................................13

         Pacific Enterprises International............................13

         Environmental Matters........................................14

         Employees....................................................14

         Management...................................................15

Item 2.  Properties...................................................16

Item 3.  Legal Proceedings............................................16

Item 4.  Submission of Matters to a Vote of Security Holders..........16

                                       PART II

Item 5.  Market for Registrant's Common Equity
         and Related Stockholder Matters..............................17

Item 6.  Selected Financial Data......................................17


<PAGE>

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..........................17

Item 8.  Financial Statements and Supplementary Data..................17

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure..........................17

                                       PART III

Item 10. Directors and Executive Officers of the Registrant...........18

Item 11. Executive Compensation.......................................18

Item 12. Security Ownership of Certain Beneficial Owners
         and Management...............................................18

Item 13. Certain Relationships and Related Transactions...............18

                                       PART IV

Item 14. Exhibits, Financial Statement Schedules,
         and Reports on Form 8-K......................................19

<PAGE>


                                         PART I

                                   ITEM 1. BUSINESS

                                 PACIFIC ENTERPRISES

         Pacific Enterprises is a Los Angeles-based utility holding company
engaged in supplying natural gas throughout most of southern and part of central
California.  These operations are conducted through Southern California Gas
Company, the nation's largest natural gas distribution utility.  Through other
subsidiaries, Pacific Enterprises is also engaged in interstate and offshore
natural gas transmission to serve its utility operations, in alternate energy
development and centralized heating and cooling for large building complexes.

         In 1995, Pacific Enterprises completed a realignment into five
business units which establishes a more flexible design to allow a more rapid
response to competitive forces.  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.

                           SOUTHERN CALIFORNIA GAS COMPANY

         Pacific Enterprises' principal subsidiary is Southern California Gas
Company ("SoCalGas"), 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 California and part of
central California.  SoCalGas is the nation's largest natural gas distribution
utility, providing gas service to approximately 17 million residential,
commercial, industrial, utility electric generation and wholesale customers
through approximately 4.7 million meters in a 23,000-square mile service area.

         SoCalGas is subject to regulation by the California Public Utilities
Commission ("CPUC") which, among other things, establishes the rates SoCalGas
may charge for gas service, including an authorized rate of return on
investment.  Under current ratemaking policies, SoCalGas' future earnings and
cash flow will be determined primarily by the allowed rate of return on common
equity, changes to authorized rate base, noncore market pricing and the variance
in gas volumes delivered to these noncore customers versus CPUC-adopted forecast
deliveries and the ability of management to control expenses and investment in
line with the amounts authorized by the CPUC to be collected in rates.  The
impact of any future regulatory restructuring (including the performance based
regulation ("PBR") proposal  (See "Rates and Regulation")), increased
competitiveness in the industry (including the continuing threat of customers
bypassing SoCalGas' system and obtaining service directly from interstate
pipelines), and electric industry restructuring may also affect SoCalGas' future
performance.

         For 1996, the CPUC has authorized SoCalGas to earn a rate of return on
rate base of 9.42 percent and 11.6 percent rate of return on common equity
compared to 9.67 percent and 12 percent, respectively, in 1995.  Rate base
declined 3.4 percent in 1995.  In 1996, rate base is expected to decline
slightly from the 1995 level.  SoCalGas has achieved or exceeded its authorized
return on rate base for the last thirteen consecutive years.


<PAGE>

                                         OPERATING STATISTICS
                 The following table sets forth certain operating statistics of
SoCalGas from 1991 through 1995. 

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31
                                       --------------------------------------------------------------------
                                             1995           1994          1993          1992        1991
-----------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>            <C>            <C>        <C>       
Gas Sales, Transportation & Exchange
   Revenues (thousands of dollars):                                                                        
    Residential                        $1,553,491     $1,712,899    $1,652,562    $1,483,654  $1,673,837
    Commercial/Industrial                 751,409        798,180       853,579       836,672     977,065
    Utility Electric Generation           104,486        118,353       147,208       194,639     148,573
    Wholesale                              62,256         98,354       116,737       128,881     144,779
    Exchange                                  777            690         3,745         5,863       7,482
                                      -----------    -----------    ----------    ----------  ----------
    Total in rates                      2,472,419(1)   2,728,476(1)  2,773,831     2,649,709   2,951,736
    Regulatory balancing accounts                                                                       
       and other                         (193,111)      (141,952)       37,243       190,216     (21,430)
                                      -----------    -----------    ----------    ----------  ----------
         Operating Revenue             $2,279,308     $2,586,524    $2,811,074    $2,839,925  $2,930,306
                                      -----------    -----------    ----------    ----------  ----------
                                      -----------    -----------    ----------    ----------  ----------
                                                                              
Volumes (millions of cubic feet):                                                                       
    Residential                           239,417        256,400       247,507       243,920     249,522
    Commercial/Industrial                 351,649        347,419       339,706       363,124     460,368
    Utility Electric Generation           204,582        260,290       212,720       220,642     170,043
    Wholesale                             128,730        146,279       147,978       149,232     141,931
    Exchange                               12,735         10,002        16,969        23,888      25,604
                                      -----------     ----------    ----------    ----------   ---------
         Total                            937,113      1,020,390       964,880     1,000,806   1,047,468
                                      -----------     ----------    ----------    ----------  ----------
                                      -----------     ----------    ----------    ----------  ----------
                                                                              
    Core                                  324,758        341,469       338,795       334,630     351,432
    Noncore                               612,355        678,921       626,085       666,176     696,036
                                      -----------     ----------    ----------    ----------   ---------
         Total                            937,113      1,020,390       964,880     1,000,806   1,047,468
                                      -----------     ----------    ----------    ----------   ---------
                                      -----------     ----------    ----------    ----------   ---------
                                                                              
    Sales                                 337,952        362,624       352,052       355,177     411,414
    Transportation                        586,426        647,764       595,859       621,741     610,450
    Exchange                               12,735         10,002        16,969        23,888      25,604
                                      -----------     ----------    ----------    ----------   ---------
         Total                            937,113      1,020,390       964,880     1,000,806   1,047,468
                                      -----------   ------------  ------------    ----------   ---------
                                                                              
Revenues (per thousand cubic feet):                                                                     
    Residential                             $6.49          $6.68         $6.68         $6.08       $6.71
    Commercial/Industrial                   $2.14          $2.30         $2.51         $2.30       $2.12
    Utility Electric Generation             $0.51          $0.45         $0.69         $0.88       $0.87
    Wholesale                               $0.48          $0.67         $0.79         $0.86       $1.02
    Exchange                                $0.06          $0.07         $0.22         $0.25       $0.29
Customers                                                                                               
    Active Meters (at end of period):                                                                   
    Residential                         4,526,150      4,483,324     4,459,250     4,445,500   4,429,896
    Commercial                            184,470        187,518       187,602       189,364     193,051
    Industrial                             22,976         23,505        23,924        24,419      25,642
    Utility Electric Generation                 8              8             8             8           8
    Wholesale                                   3              3             3             2           2
                                      -----------    -----------   -----------     ---------   ---------
         Total                          4,733,607      4,694,358     4,670,787     4,659,293   4,648,599
                                      -----------    -----------   -----------     ---------   ---------
                                      -----------    -----------   -----------     ---------   ---------
                                                                              
Residential Meter Usage (annual average):                                                           
    Revenues (dollars)                       $345           $383          $371          $334        $380
    Volumes (thousands of cubic feet)        53.2           57.4          55.6          55.0        56.6
System Usage (millions of cubic feet):                                                                  
    Average Daily Sendout                   2,579          2,795         2,611         2,717       2,881
    Peak Day Sendout                        4,120          4,350         4,578         4,547       4,356
    Sendout Capability (at end of period)   8,059          7,570         7,351         7,419       7,073
Degree Days (2):
    Number                                  1,215 (3)      1,459         1,203         1,258       1,409
    Average (20 Year)                       1,380          1,418         1,430         1,458       1,474
    Percent of Average                      88.0%         102.9%         84.1%         86.3%       95.6%
                                                                              
Population of Service Area                                                                              
   estimated at year end)              17,260,000     17,070,000    15,600,000    15,600,000  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 1995 and 1994 
was $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.


                                      6
<PAGE>


                                     SERVICE AREA

            SoCalGas distributes natural gas throughout a 23,000-square mile 
service territory with a population of approximately 17 million people.  As 
indicated by the following map, its service territory includes most of 
southern California and part of central California.



              [MAP OF SOUTHERN CALIFORNIA GAS COMPANY SERVICE TERRITORY]







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.  


                                      7
<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. 
Noncore customers primarily include utility electric generation ("UEG"),
wholesale and large commercial and industrial customers.  Noncore customers are
especially 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.  There are two business units at SoCalGas, one focusing
on core distribution customers and the other on large volume gas transportation
customers.  Residential customers and most other core customers purchase gas
directly from SoCalGas.  Noncore customers and large core 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.  Smaller customers are permitted to aggregate their gas
requirements and also to purchase gas directly from brokers or producers, up to
a limit of 10 percent of SoCalGas' core market.  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.  (See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
SoCalGas Operations - 1993-1995 Financial Results.")

         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 a gas storage service for noncore customers on
a bid basis.  The storage service program provides opportunities for customers
to store gas on an "as available" basis during the summer to reduce winter
purchases when gas costs are generally higher, or to reduce their level of
winter curtailment in the event temperatures are unusually cold.  As of December
31, 1995, SoCalGas stored approximately 42 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.  Demand for natural gas in southern
California is expected to continue to increase but at a slower rate due
primarily to a slowdown in housing starts, new energy efficient building
construction and appliance standards and general recessionary business
conditions. 

         During 1995, approximately 97 percent of residential energy customers
in SoCalGas' service territory used natural gas for water heating and 94 percent
for space heating.  Approximately 78 percent of those customers used natural gas
for cooking and 72 percent for clothes drying.

         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 1995, accounted for approximately 16 percent of total gas
revenues, 65 percent of total gas volumes delivered and 11 percent of the

                                      8
<PAGE>


authorized gas margin.  Changes in the cost of gas or alternative fuels,
primarily fuel oil, can result in significant shifts in this market, subject to
air quality regulations.  Demand for gas for UEG use is also affected by the
price and availability of electric power generated in other areas and purchased
by SoCalGas' UEG customers.  (See "Competition" below.)

                                     COMPETITION

         Since interstate pipelines began operations in SoCalGas' service
territories, SoCalGas' throughput to customers in the Kern County area who use
natural gas to produce steam for enhanced oil recovery projects has decreased
significantly because of the bypass of SoCalGas' system.  The decrease in
revenues from enhanced oil recovery customers is subject to full balancing
account treatment, except for a five percent incentive to SoCalGas, and
therefore, does not have a material impact on earnings.  Bypass of other
SoCalGas markets also may occur and SoCalGas is fully at risk for lost noncore
volumes due to bypass.  SoCalGas is continuing to reduce its costs to maintain
low-cost competitiveness to retain transportation customers.  Also, significant
additional bypass would require construction of additional facilities by
competing pipelines.

         To respond to bypass, SoCalGas has received authorization from the
CPUC for expedited review of long-term gas transportation contracts with some
noncore customers at lower than tariff rates.  The CPUC has also approved
changes in the methodology for allocating SoCalGas' costs 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, the Comprehensive Settlement (See "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations - Factors Influencing Future Financial Performance") improves
SoCalGas' competitiveness by reducing the cost of transportation service to
noncore customers.  

         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 future expansion. 
Historically, environmental laws have favorably impacted the use of natural gas
in SoCalGas' service territory, particularly by UEG customers and large
industrial customers. However, 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.

         On December 20, 1995, the CPUC issued a final decision to restructure
California electric utility regulation.  Implementation of portions of the plan
is expected to need state legislative or federal administrative approval.  The
CPUC's proposal has no immediate effect on SoCalGas' operations.  However,
SoCalGas is continuing to evaluate the decision because future volumes of
natural gas it transports for electric utilities may be adversely affected by
increased use of electricity generated by out-of-state producers.  UEG customers
currently account for 22 percent of SoCalGas' annual throughput.  (See "Item 7. 
Management's Discussion and Analysis of Financial Condition and Results of
Operation - Factors Influencing Future Financial Performance.")  The
restructuring may also result in a reduction of electric rates to core
customers, but it is unlikely to overcome the entire cost advantage of natural
gas for existing residential uses.

                                      9
<PAGE>


                                   SUPPLIES OF GAS

         In 1995, SoCalGas delivered approximately 937 billion cubic feet of
natural gas through its system.  Approximately 64 percent of these deliveries
were customer-owned gas for which SoCalGas provided transportation services,
compared to 65 percent in 1994.  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 the SoCalGas' intrastate 
transmission system by interstate pipeline companies (primarily El Paso Natural 
Gas Company and Transwestern Natural Gas Company) that provide transportation 
services for supplies purchased from other sources by SoCalGas or its 
transportation customers.

         SoCalGas currently has paramount rights to daily deliveries of up to
1.9 billion cubic feet of natural gas over the interstate pipeline systems of El
Paso Natural Gas Company (up to 1,150 million cubic feet) and Transwestern
Pipeline Company (up to 750 million cubic feet).  The rates that interstate
pipeline companies may charge for gas and transportation services and other
terms of service are regulated by the Federal Energy Regulatory Commission
("FERC").

         Existing interstate pipeline capacity into California exceeds current
demand by over 1 billion cubic feet per day.  Up to 2 billion cubic feet per day
of capacity on the El Paso and Transwestern interstate pipeline systems,
representing over $175 million and $55 million, respectively, of reservation
charges annually, may be relinquished within the next few years.  Some of this
capacity may not be resubscribed.  Current FERC regulation could permit costs of
unsubscribed capacity to be allocated to remaining firm service customers,
including SoCalGas.  Under existing regulation in California, SoCalGas would
have the opportunity to include its portion of any such reallocated costs in its
rates.

         The FERC has approved a settlement with Transwestern which calls for 
firm customers, including SoCalGas, to subsidize unsubscribed pipeline costs 
for a five-year period with Transwestern assuming full responsibility after 
that time.  On March 15, 1996, El Paso filed a proposed settlement agreement 
with the FERC that is similar to the Transwestern settlement.

         The following table sets forth the sources of gas deliveries by
SoCalGas from 1991 through 1995.

                                      10

<PAGE>

                                                               SOURCES OF GAS  
<TABLE>
<CAPTION>

                                                                           Year Ended December 31  
                                          ---------------------------------------------------------------------------------------
                                             1995               1994                1993                1992                1991 
---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>                 <C>                 <C>                 <C>        
Gas Purchases (Millions of Cubic Feet):          
 Market Gas:
   30-Day                                133,298               98,071             84,696              20,695             139,649 
   Other                                  72,792              148,371            159,197             198,049             168,486 
                                        --------           ----------          ---------            ---------         -----------
     Total Market Gas                    206,090              246,442            243,893             218,744             308,135 
Affiliates                                98,460              101,276             96,559              99,226              98,566 
California Producers &                                                                                                           
   Federal Offshore                       29,181               36,158             28,107              42,262              39,613 
                                        --------           ----------          ---------            ---------         -----------
      Total Gas Purchases                333,731              383,876            368,559             360,232             446,314 
                                                                                                                                 
Customer-Owned Gas and                                                                                                           
   Exchange Receipts                     619,721              658,293            622,307             641,080             629,038 
                                                                                                                                 
Storage Withdrawal                                                                                                               
   (Injection) - Net                     (12,278)              (9,299)            (9,498)             14,379              (8,451)
                                                                                                                                 
Company Use and                                                                                                                  
   Unaccounted For                        (4,061)             (12,480)           (16,488)            (14,885)            (19,433)
                                         -------           ----------          ----------          ----------         -----------
                                                                                                                                 
        Net Gas Deliveries               937,113            1,020,390            964,880           1,000,806           1,047,468 
                                         -------           ----------          ----------          ----------         -----------
                                         -------           ----------          ----------          ----------         -----------
                                                                                                                                 
Gas Purchases: (Thousands of dollars)                                                                                            
 Commodity Costs                        $477,595           $  643,865         $  815,145          $  805,550          $1,071,445 


Fixed Charges*                           264,269              368,516            397,714             397,579             358,294 
                                         -------          -----------         ----------          ----------          -----------

      Total Gas Purchases               $741,864           $1,012,381         $1,212,859          $1,203,129          $1,429,739 
                                         -------          -----------         ----------          ----------          -----------
                                         -------          -----------         ----------          ----------          -----------


Average Cost of Gas Purchased                                                                                                    
 (Dollars per Thousand Cubic Feet)**       $1.42                $1.68              $2.21               $2.24               $2.40 
                                       ---------          -----------         ----------          ----------          -----------
</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. 


                                         -11-

<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 62 percent of total gas
volumes purchased by SoCalGas during 1995, as compared with 64 percent and 66
percent, respectively, during 1994 and 1993.  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 into the next century.

              In 1994, the CPUC approved a "Gas Cost Incentive Mechanism"
("GCIM") for evaluating SoCalGas' gas purchases.  The new GCIM three-year pilot
program that began in April 1994 substantially replaces the prior process of
CPUC reasonableness reviews of gas purchases.  The GCIM compares SoCalGas' cost
of gas with the average market price of 30-day firm spot supplies delivered to
the SoCalGas service area and permits full recovery of all costs within a
tolerance band above that average.  Cost of gas purchased above the tolerance
band or savings from gas purchased below the average market price are shared
equally between customers and shareholders.  (See "Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of Operations -
SoCalGas Operations - Ratemaking Procedures.")

                                 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
within the best interests of the ratepayer, with 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.

              Under current ratemaking procedures, the return that SoCalGas is
authorized to earn is the product of the authorized rate of return on rate base
and the amount of rate base.  Rate base consists primarily of net investment in
utility plant.  Thus, SoCalGas' earnings are affected by changes in the
authorized rate of return on rate base and changes in rate base and by SoCalGas'
ability to control expenses and investment in rate base within the amounts
authorized by the CPUC in setting rates.  In addition, SoCalGas' ability to
achieve its authorized rate of return is affected by other regulatory and
operating factors.  (See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - SoCalGas Operations - Ratemaking
Procedures.")

              SoCalGas' operating and fixed costs, including return on rate
base, are allocated between core and noncore customers under a methodology that
is based upon the costs incurred in serving these customer classes.  For 1996,
approximately 89 percent of the CPUC-authorized gas margin has been allocated to
core customers and 11 percent to noncore customers, including wholesale
customers.  Under the current regulatory framework, costs may be reallocated
between the core and the noncore markets once every other year in a biennial
cost allocation proceeding ("BCAP").

              SoCalGas has filed a PBR application with the CPUC to replace the
general rate case and certain other traditional regulatory proceedings.  PBR, if
approved, would allow SoCalGas to be more responsive to consumer interests and
compete more effectively in contestable markets.  Key elements of this proposal
include a permanent reduction in base rates of $42 million, an indexing measure
that would limit future base rate increases to the inflation rate less a 
productivity factor and rate refunds to customers if service quality were to 
deteriorate. This new approach would maintain cost based rates, but would link 
financial performance with changes in 


                                         -12-

<PAGE>


productivity.  Although PBR could result in increased earnings volatility,
SoCalGas would have the opportunity to improve financial performance to the
extent it was able to reduce expenses, increase energy deliveries and generate
profits from new products and services.

              Under the PBR proposal, SoCalGas would be at risk for certain
changes in interest rates and cost of capital, changes in core volumes not
caused by weather, and achievement of productivity improvements.  The CPUC's
process for approval of PBR has been delayed pending determination of additional
information various parties desire to establish the starting base cost of 
service.  An agreement with several interested parties has been reached under 
which SoCalGas will provide a substantial portion of the supporting 
documentation that would be required for a general rate case proceeding.  This 
additional step will delay implementation beyond the proposed January 1, 1997 
starting date.

                                 PROPERTIES

              At December 31, 1995, SoCalGas owned approximately 2,965 miles of
transmission and storage pipeline, 43,163 miles of distribution pipeline and
42,699 miles of service piping.  It also owned 13 transmission compressor
stations and 6 underground storage reservoirs (with a combined working storage
capacity of approximately 115.3 billion cubic feet) 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 percent 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 consists primarily of Pacific Interstate Company and Pacific Energy.

              Through its subsidiaries, Pacific Interstate Company purchases 
natural gas from producers in Canada and from federal waters offshore California
and transports it for resale to SoCalGas.  Two subsidiaries own and operate 
pipelines and related facilities for deliveries to SoCalGas of gas produced from
offshore fields near Santa Barbara, California.  Another subsidiary has an 
interest in pipeline facilities for deliveries to SoCalGas of gas from western 
Canada.  During 1995, deliveries from these subsidiaries accounted for 
approximately 29% of the total volume of gas purchased by SoCalGas and 
approximately 10% of SoCalGas' total throughput.  The gas is purchased under 
long-term contracts. (See "Item 7. Management's Discussion and Analysis of 
Financial Condition and Results of Operations - Energy Management Services.")


              Pacific Energy develops and operates alternate energy facilities
and operates centralized heating and cooling plants.

                          PACIFIC ENTERPRISES INTERNATIONAL

              Pacific Enterprises International ("PEI") was established in late
1994 to participate in the international gas infrastructure market.

              On March 19, 1996, PEI entered into an agreement to acquire a 
12.5 percent interest in each of two natural gas utilities 


                                         -13-
<PAGE>


in Argentina.  The acquisition price is $48.5 million.  These utilities serve 
about one million customers in central and southern Argentina with 625 million 
cubic feet of gas per day.  PEI expects to have a role in managing the utility 
operations. 

              PEI has also entered into a memorandum of understanding with 
San Diego Gas & Electric Co. and Proxima, S.A. de C.V. to build and operate 
natural gas distribution networks in Mexico.  The partnership's first 
project, if awarded the franchise by the Mexican government, would be to 
distribute gas to the City of Mexicali in Baja, California.  This proposed 
distribution network would have the capacity to deliver 80 million cubic feet 
of gas per day.  If approved by the government, licensing would take 
approximately six months and actual construction of the pipeline and 
facilities would require another six months.

                                ENVIRONMENTAL MATTERS

              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, 1995, nine of the sites have been
remediated, of which five have received certification from the California
Environmental Protection Agency.  Preliminary investigations, at a minimum, have
been completed on 39 of the sites, including those sites at which the
remediations described above have been completed.  In addition, the Company and
its subsidiaries are one of a large number of major corporations that have been
identified as a potentially responsible party for environmental remediation of
four industrial waste disposal sites and two landfill sites.  These 47 sites are
in various stages of investigation or remediation.  It is anticipated that the
investigation, and if necessary, remediation of these sites will be completed
over a period of from ten years to thirty years.

              A settlement between SoCalGas and other California utilities and
the Division of Ratepayer Advocates provides for rate recovery of 90 percent of
environmental investigation and remediation costs without reasonableness review.
In addition, the utilities have the opportunity to retain a portion of any
insurance recovery to offset the 10 percent of costs not recovered in rates.

              At December 31, 1995, SoCalGas' estimated remaining liability for
investigation and remediation was approximately $76 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 -- Factors Influencing Future Financial
Performance - Environmental Matters.")  Because of current and expected rate
recovery, Pacific Enterprises believes that compliance with environmental laws
and regulations will not have a material adverse effect on its financial
statements.

                                 EMPLOYEES


              Pacific Enterprises and its subsidiaries employ approximately
7,900 persons.  Of these, approximately 7,200 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.  Agreements covering these approximately 5,200 
employees related to benefits expired in 1995 and an agreement covering wages, 
hours and working conditions will expire on March 31, 1996.  Negotiations 
related to new contracts are ongoing.


                                         -14-

<PAGE>

                                      MANAGEMENT

            The executive officers of Pacific Enterprises are as follows:

Name                       Age    Position
----                       ---     --------

Willis B. Wood, Jr.       61      Chairman of the Board and Chief Executive
                                  Officer

Richard D. Farman         60      President and Chief Operating Officer

Larry J. Dagley           47      Senior Vice President and Chief Financial
                                  Officer

Warren I. Mitchell        58      President, Southern California Gas Company

Frederick E. John         50      Senior Vice President

Debra L. Reed             39      Senior Vice President, Southern California
                                  Gas Company

Lee M. Stewart            50      Senior Vice President, Southern California
                                  Gas Company

Leslie E. LoBaugh, Jr.    50      Vice President and General Counsel

Ralph Todaro              45      Vice President and Controller

         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. Dagley.  From 1985, until joining Pacific Enterprises
in August, 1995, Mr. Dagley was Senior Vice President and Controller (1985-1993)
and Senior Vice President and Chief Financial Officer (1993-1995) of Transco
Energy Company.

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

                                         -15-

<PAGE>


                                 ITEM 2.  PROPERTIES

         Pacific Library Tower, a wholly-owned subsidiary of Pacific
Enterprises, sold its 25% ownership interest in a 72-story office building in
downtown Los Angeles as of January 1, 1996.  Pacific Enterprises and its 
subsidiaries lease twelve floors of the building.

         Information with respect to the properties of other 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 1995 to a vote
of Pacific Enterprises' security holders.

                                         -16-

<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, 1995 is set forth under the captions "Financial Review--Range
of Market Prices of Capital Stock" and "Quarterly Financial Data" in Pacific
Enterprises' 1995 Annual Report to Shareholders filed as Exhibit 13.01 to this
Annual Report.  Such information is incorporated herein by reference.

         At December 31, 1995, there were 39,217 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
"Financial Review - Selected Financial Data and Comparative Statistics 1985-
1995" in Pacific Enterprises' 1995 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
"Financial Review - Management's Discussion and Analysis" in Pacific
Enterprises' 1995 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 and schedules
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.

                                         -17-

<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 9, 1996.  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 9,
1996.  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 9, 1996.  Such information is
incorporated herein by reference.

                     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
                                     TRANSACTIONS

         None.

                                         -18-
<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       Report of Deloitte & Touche LLP,
                 Independent Certified Public Accountants
                 (Contained in Exhibit 13.01).

      1.02       Statement of Consolidated
                 Income for the years ended
                 December 31, 1995, 1994 and 1993
                 (Contained in Exhibit 13.01).

      1.03       Consolidated Balance Sheet at
                 December 31, 1995 and 1994
                 (Contained in Exhibit 13.01).

      1.04       Statement of Consolidated Cash Flows
                 for the years ended December 31, 1995,
                 1994 and 1993 (Contained in Exhibit 13.01).

      1.05       Statement of Consolidated Shareholders'
                 Equity for the years ended
                 December 31, 1995, 1994 and 1993
                 (Contained in Exhibit 13.01).

      1.06       Notes to Consolidated Financial
                 Statements (Contained in Exhibit 13.01).

3.    ARTICLES OF INCORPORATION AND BY-LAWS:

      3.01       Articles of Incorporation of
                 Pacific Enterprises
                 (Note 22; Exhibit 4.1).

      3.02       Bylaws of Pacific Enterprises.

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).

                                         -19-

<PAGE>

      4.02       Specimen Preferred Stock Certificates of Pacific
                 Enterprises (Note 8; Exhibit 4.02).

      4.03       Specimen Remarketed Preferred Stock
                 Certificate (Note 17; Exhibit 4.03).

      4.04       First Mortgage Indenture of Southern California
                 Gas Company to American Trust Company dated
                 October 1, 1940 (Note 1; Exhibit B-4).

      4.05       Supplemental Indenture of Southern California Gas
                 Company to American Trust Company dated as of
                 July 1, 1947 (Note 2; Exhibit B-5).

      4.06       Supplemental Indenture of Southern California
                 Gas Company to American Trust Company dated as
                 of August 1, 1955 (Note 3; Exhibit 4.07).

      4.07       Supplemental Indenture of Southern California
                 Gas Company to American Trust Company dated as
                 of June 1, 1956 (Note 4; Exhibit 2.08).

      4.08       Supplemental Indenture of Southern California
                 Gas Company to Wells Fargo Bank, National
                 Association dated as of August 1, 1972 (Note 6;
                 Exhibit 2.19).

      4.09       Supplemental Indenture of Southern California
                 Gas Company to Wells Fargo Bank, National
                 Association dated as of May 1, 1976 (Note 5;
                 Exhibit 2.20).

      4.10       Supplemental Indenture of Southern California
                 Gas Company to Wells Fargo Bank, National
                 Association dated as of September 15, 1981
                 (Note 9; Exhibit 4.25).

      4.11       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).

      4.12       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).

                                         -20-

<PAGE>
      4.13       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).

      4.14       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).

      EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

      10.2       Restatement and Amendment of Pacific
                 Enterprises 1979 Stock Option Plan
                 (Note 7; Exhibit 1.1).

      10.3       Pacific Enterprises Supplemental Medical
                 Reimbursement Plan for Senior Officers
                 (Note 8; Exhibit 10.24).

      10.4       Pacific Enterprises Financial Services
                 Program for Senior Officers (Note 8;
                 Exhibit 10.25).

      10.5       Pacific Enterprises Supplemental
                 Retirement and Survivor Plan (Note 11;
                 Exhibit 10.36).

      10.6       Pacific Enterprises Stock Payment
                 Plan (Note 11; Exhibit 10.37).

      10.7       Pacific Enterprises Pension Restoration
                 Plan (Note 8; Exhibit 10.28).

      10.8       Southern California Gas Company Pension
                 Restoration Plan For Certain Management
                 Employees (Note 8; Exhibit 10.29).

      10.9       Pacific Enterprises Executive Incentive
                 Plan (Note 13; Exhibit 10.13).

      10.10      Pacific Enterprises Deferred Compensation
                 Plan for Key Management Employees (Note 12;
                 Exhibit 10.41).

                                         -21-

<PAGE>
      10.11      Pacific Enterprises Employee Stock
                 Ownership Plan and Trust Agreement
                 as amended in toto effective October 1, 1992.
                 (Note 21; Exhibit 10.18).

      10.12      Pacific Enterprises Stock Incentive Plan
                 (Note 15; Exhibit 4.01).

      10.13      Pacific Enterprises Retirement Plan for
                 Directors (Note 21; Exhibit 10.20).

      10.14      Pacific Enterprises Director' Deferred
                 Compensation Plan (Note 21; Exhibit 10.21).

      10.15      Pacific Enterprises Employee Stock Option Plan
                 (Note 23; Exhibit 4.01).

11.   STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
      11.01      Pacific Enterprises Computation of
                 Earnings per Share (see Statement of
                 Consolidated Income contained in Exhibit 13.01).

13.   ANNUAL REPORT TO SECURITY HOLDERS
      13.01      Pacific Enterprises 1995 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      Consent of Deloitte & Touche LLP,
                 Independent Certified Public Accountants.

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.

                                         -22-

<PAGE>


(b)   REPORTS ON FORM 8-K:

      No reports on Form 8-K were filed during the last quarter of 1995.
-------------------------
      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.

Note
Reference                              Document
---------                              --------

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    Annual Report on Form 10-K for the year ended December 31, 1983, filed by
      Pacific Lighting Corporation.

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    Current Report on Form 8-K dated March 7, 1990, filed by Pacific
      Enterprises.

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    Annual Report on form 10-K for the year ended December 31, 1989, filed by
      Pacific Enterprises.

                                         -23-

<PAGE>


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    Registration Statement No. 33-61278 filed by Pacific Enterprises on
      April 20, 1993.

23    Registration Statement No. 33-54055 filed by Pacific Enterprises on
      June 9, 1994.
                                         -24-

<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./s/
                                            -------------------------
                                       Name:   Willis B. Wood, Jr.

                                       Title:  Chairman of the Board and
                                               Chief Executive Officer

                                       Dated:  March 20, 1996

                                         -25-

<PAGE>


         Each person whose signature appears below hereby authorizes Willis B.
Wood, Jr., Richard D. Farman, and Larry J. Dagley, 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.


Signature                     Title                             Date
---------                     ------                            ----
WILLIS B. WOOD, JR. /s/       Chairman of the Board,            March 20, 1996
------------------------      Chief Executive Officer and
(Willis B. Wood, Jr.)         Director (Principal Executive
                              Officer)


LARRY J. DAGLEY /s/           Senior Vice President and         March 20, 1996
------------------------      Chief Financial Officer
(Larry J. Dagley)             (Principal Financial Officer)
                             


RALPH TODARO /s/              Vice President and Controller     March 20, 1996
------------------------      (Principal Accounting Officer)
(Ralph Todaro)               


HYLA H. BERTEA /s/            Director                          March 20, 1996
------------------------
(Hyla H. Bertea)


HERBERT L. CARTER /s/         Director                          March 20, 1996
------------------------
(Herbert L. Carter)


RICHARD D. FARMAN /s/         Director                          March 20, 1996
------------------------
(Richard D. Farman)


WILFORD D. GODBOLD, JR. /s/   Director                          March 20, 1996
------------------------
(Wilford D. Godbold, Jr.)


IGNACIO E. LOZANO, JR. /s/    Director                          March 20, 1996
------------------------
(Ignacio E. Lozano, Jr.)


HAROLD M. MESSMER, JR. /s/    Director                          March 20, 1996
------------------------
(Harold M. Messmer, Jr.)


PAUL A. MILLER /s/            Director                          March 20, 1996
------------------------
(Paul A. Miller)


RICHARD J. STEGEMEIER /s/     Director                          March 20, 1996
------------------------
(Richard J. Stegemeier)


DIANA L. WALKER /s/           Director                          March 20, 1996
------------------------
(Diana L. Walker)

                                         -26-