<PAGE>PAGE 1

                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               FORM 10-Q

     [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         March 31, 1997
                              -------------------------------------

Commission file number                      1-40
                      ---------------------------------------------

                          Pacific Enterprises
      ----------------------------------------------------------
        (Exact name of registrant as specified in its charter)

        California                                  94-0743670
-------------------------------                 -------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  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)

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 (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.

Yes   X    No
    -----      -----

The  number  of  shares  of  common stock outstanding  on  May  6,  1997  was
83,323,050.

                    PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
<PAGE>PAGE 2
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                 CONDENSED STATEMENT OF CONSOLIDATED INCOME
                       (Dollars are in Millions
               except number of shares and per share amounts)
                                 (Unaudited)
                                           Three Months Ended
                                                March 31
                                           ------------------
                                              1997    1996
                                             ------  ------
Revenues and Other Income:
 Utility operating revenues                   $731    $620
 Other operating revenues                       63      11
 Other                                           9       6
                                              ----    ----
     Total                                     803     637
                                              ----    ----
Expenses:
 Utility cost of gas distributed               344     235
 Other cost of sales                            47       6
 Operating expenses                            202     183
 Depreciation and amortization                  64      62
 Franchise payments and other taxes             28      30
 Preferred dividends of a subsidiary             2       3
                                              ----    ----
     Total                                     687     519
                                              ----    ----
Income from Operations
 Before Interest and Taxes                     116     118
Interest                                        26      27
                                              ----    ----
Income from Operations
 Before Income Taxes                            90      91
Income Taxes                                    40      40
                                              ----    ----
Net Income                                      50      51
Dividends on Preferred Stock                     1       2
Preferred stock original issue discount                  2
                                              ----    ----
Net Income Applicable to
 Common Stock                                 $ 49    $ 47
                                              ====    ====
Net Income per Share of Common Stock          $.60    $.57
                                              ====    ====
Dividends Declared per Share of
 Common Stock                                 $.36    $.34
                                              ====    ====
Weighted Average Number of Shares of
 Common Stock Outstanding (000)             81,936  82,430
                                            ======  ======

See Notes to Condensed Consolidated Financial Statements.
<PAGE>PAGE 3

                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                                   ASSETS
                            (Millions of Dollars)
                                 (Unaudited)
                                          March 31    December 31
                                            1997         1996
                                         ----------   -----------
Current Assets:
  Cash and cash equivalents                $   283       $  256
  Accounts receivable (less allowance
    for doubtful receivables of
    $21 million at March 31, 1997 and
    $19 million at December 31, 1996)          374          481
  Income taxes receivable                       15           58
  Deferred income taxes                         15            9
  Gas in storage                                 3           28
  Other inventories                             24           22
  Regulatory accounts receivable               191          285
  Prepaid expenses                              18           22
                                            ------       ------
      Total current assets                     923        1,161
                                            ------       ------
Property, Plant and Equipment                6,105        6,080
  Less Accumulated Depreciation and
    Amortization                             2,878        2,843
                                            ------       ------
      Total property, plant and
        equipment-net                        3,227        3,237
                                            ------       ------

Deferred Charges and Other Assets:
  Other Investments                            116          115
  Other Receivables                             13           16
  Regulatory Assets                            528          552
  Other Assets                                 103          105
                                            ------       ------
      Total deferred charges and
        other assets                           760          788
                                            ------       ------
      Total                                 $4,910       $5,186
                                            ======       ======


See Notes to Condensed Consolidated Financial Statements.
<PAGE>PAGE 4
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                         LIABILITIES AND SHAREHOLDERS' EQUITY
                            (Millions of Dollars)
                                 (Unaudited)
                                            March 31      December 31
                                              1997           1996
                                           ----------     -----------
Current Liabilities:
  Short-term debt                            $     90       $   262
  Accounts payable                                471           577
  Other taxes payable                              45            29
  Long-term debt due within one year              149           149
  Accrued interest                                 44            41
  Other                                            71            80
                                              -------        ------
      Total current liabilities                   870         1,138
                                              -------        ------
Long-term debt                                  1,092         1,095
Debt of Employee Stock Ownership Plan             130           130
                                              -------        ------
      Total long-term debt                      1,222         1,225
                                              -------        ------
Deferred Credits and Other Liabilities:
  Long-Term Liabilities                           168           166
  Customer Advances for Construction               41            42
  Postretirement Benefits Other than Pensions     223           224
  Deferred Income Taxes                           324           321
  Deferred Investment Tax Credits                  63            64
  Other Deferred Credits                          460           471
                                              -------        ------
       Total deferred credits and
           other liabilities                    1,279         1,288
                                              -------        ------
Preferred stocks of a subsidiary                   95            95
                                              -------        ------
Shareholders' equity:
  Capital stock:
    Preferred                                      80            80
    Common                                      1,079         1,095
                                              -------        ------
      Total capital stock                       1,159         1,175
  Retained earnings, after elimination
    of accumulated deficit of
    $452 million against common stock
    at December 31, 1992 as part of
    quasi-reorganization                          334           314
  Deferred compensation relating to
    Employee Stock Ownership Plan                 (49)          (49)
                                              -------        ------
      Total shareholders' equity                1,444         1,440
                                              -------        ------
      Total                                    $4,910        $5,186
                                              =======        ======
See Notes to Condensed Consolidated Financial Statements.

<PAGE>PAGE 5
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
               CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
                            (Millions of Dollars)
                                 (Unaudited)
                                                    Three Months Ended
                                                          March 31
                                                    ------------------
                                                     1997        1996
                                                    ------       -----
Cash Flows from Operating Activities:
  Net Income                                        $  50        $  51
  Adjustments to reconcile net income
    to net cash provided by continuing
    operations:
      Depreciation and amortization                    64           62
      Deferred income taxes                             2           15
      Other                                            (9)         (18)
      Net change in other working capital
        components                                    188          191
                                                    -----        -----
          Net cash provided by operating
            activities                                295          301
                                                    -----        -----
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                         (54)         (43)
  Decrease in other receivables, regulatory
     assets and other assets                            8            5
                                                    -----        -----
           Net cash used in investing activities      (46)         (38)
                                                    -----        -----
Cash Flows from Financing Activities:
  Sale of common stock                                               1
  Repurchase of common stock                          (16)
  Redemption of preferred stock                                   (160)
  Decrease in long-term debt                           (3)         (35)
  Decrease in short-term debt                        (172)        (150)
  Common dividends paid                               (30)         (28)
  Preferred dividends paid                             (1)          (2)
                                                    -----        -----
          Net cash used in financing activities      (222)        (374)
                                                    -----        -----
Increase (Decrease) in Cash and Cash Equivalents       27         (111)
Cash and Cash Equivalents, January 1                  256          351
                                                    -----        -----
Cash and cash equivalents, March 31                 $ 283        $ 240
                                                    =====        =====
Supplemental Disclosure of Cash Flow Information:
Cash paid (received) during the period for:
        Interest (net of amount capitalized)        $  24        $  17
                                                    =====        =====
        Income taxes                                $ (18)       $  27
                                                    =====        =====
See Notes to Condensed Consolidated Financial Statements.

<PAGE>PAGE 6
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   MERGER AGREEMENT WITH ENOVA CORPORATION

On  October  14,  1996, Pacific Enterprises (the Company  or  PE)  and  Enova
Corporation  (Enova),  the  parent company  of  San  Diego  Gas  &  Electric,
announced  an agreement, which both Boards of Directors unanimously approved,
for the combination of the two companies, tax-free, in a strategic merger  of
equals  to  be accounted for as a pooling of interests.  The combination  was
approved   by  the  shareholders  of  both  companies  on  March  11,   1997.
Shareholder  votes in favor of the combination totaled 79% of the outstanding
shares  of PE and 76% for Enova (99% and 96% of total votes cast for  PE  and
Enova,  respectively).   Completion of the  combination  remains  subject  to
approval by regulatory and governmental agencies.

As   a  result  of  the  combination,  the  Company  and  Enova  will  become
subsidiaries  of  a  new holding company and their common  shareholders  will
become  common shareholders of the new holding company.  The Company's common
shareholders  will receive 1.5038 shares of the new holding company's  common
stock  for  each  of  their  shares  of PE common  stock,  and  Enova  common
shareholders will receive one share of the new holding company's common stock
for  each  of  their shares of Enova common stock.  Preferred  stock  of  the
Company,  Southern California Gas Company (SoCalGas), and  San  Diego  Gas  &
Electric will remain outstanding.

The new holding company will be incorporated in California and will be exempt
from the Public Utility Holding Company Act as an intrastate holding company.

The  merger  is  subject to approval by certain governmental  and  regulatory
agencies  including  the  California Public Utility  Commission  (CPUC),  the
Federal  Energy  Regulatory Commission (FERC), the  Securities  and  Exchange
Commission, and the Department of Justice.  Required approvals of the  merger
are  expected to occur in late 1997.  In the interim, the Company  and  Enova
have  formed a joint venture to provide integrated energy and energy  related
products and services.

The  Company  owns  indirect interests in several small  electric  generation
facilities  which  are  "qualifying  facilities"  under  the  Public  Utility
Regulatory Policies Act.   Qualifying facility status is not available to any
facilities that are more than 50% owned by an electric utility or an electric
utility holding company.

Upon  the  completion of the proposed business combination  the  new  holding
company  will  become an electric utility holding company.  Consequently,  in
order to avoid the loss of qualifying facility status, the Company must cause
its  ownership in these facilities (together with that of all other  electric
utilities or electric utility holding companies) to be not more than 50%

<PAGE>PAGE 7


prior  to  the  completion  of  the business  combination.   The  Company  is
considering several alternatives to accomplish this result including the sale
of  all  or part of these facilities.   The Company believes a sale or  other
disposition  will  not  have  a  material adverse  effect  on  the  Company's
consolidated results of operations or financial position.

A  total of $12 million, pre-tax, of costs and expenses have been incurred in
connection  with the merger, of which $5 million ($3 million,  after-tax,  or
$.04  per share) were charged to income in the first quarter of 1997.   These
costs  consist  primarily  of  investment  banking,  legal,  regulatory   and
consulting fees.

In  March  1997,  PE and Enova launched a new joint venture, Energy  Pacific.
This  new  joint-venture incorporates several existing unregulated businesses
from  each  company.   It  will pursue a variety of opportunities,  including
buying  and selling natural gas for large users, integrated energy management
services  targeted  at  large  governmental  and  commercial  facilities  and
consumer market products and services such as earthquake shutoff valves.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  accompanying  condensed  consolidated  financial  statements  have  been
prepared in accordance with the interim period reporting requirements of Form
10-Q.  Reference is made to the Company's Annual Report on Form 10-K for  the
year ended December 31, 1996 for additional information.

Results  of operations for interim periods are not necessarily indicative  of
results  for the entire year.  In the opinion of management, the accompanying
statements   reflect  all  adjustments  which  are  necessary  for   a   fair
presentation.  These adjustments are of a normal recurring  nature.   Certain
changes  in  account  classification have  been  made  in  the  prior  years'
consolidated financial statements to conform to the 1997 financial  statement
presentation.

In order to match revenues and costs for interim reporting purposes, SoCalGas
defers  revenues to match costs which it expects to incur later in the  year.
This procedure may change depending on the provisions of a final decision  on
SoCalGas'  Performance  Based Regulation (PBR)  proposal.   (See  "REGULATORY
ACTIVITY AFFECTING FUTURE PERFORMANCE.")

In  conformity  with  generally  accepted  accounting  principles,  SoCalGas'
accounting   policies  reflect  the  financial  effects  of  rate  regulation
authorized by the CPUC.  SoCalGas applies the provisions of the Statement  of
Financial Accounting Standards No. 71, "Accounting for the Effects of Certain
Types  of  Regulation"  (SFAS 71).  This statement requires  cost-based  rate
regulated  entities  that  meet certain criteria to  reflect  the  authorized
recovery  of costs due to regulatory decisions in their financial statements.
The  Company believes that it would continue to meet the criteria of SFAS  71
in  accounting for regulated operations under PBR as proposed by the  Company
or the CPUC (See "REGULATORY ACTIVITY AFFECTING FUTURE PERFORMANCE").

<PAGE>PAGE 8


However,  the  terms  of PBR ultimately authorized by the  CPUC  may  contain
elements  that  could  result in SoCalGas not meeting all  the  criteria  for
continued application of SFAS 71.

Income  tax  expense recognized in a period is the amount  of  tax  currently
payable  plus  or minus the change in the aggregate deferred tax  assets  and
liabilities.   Deferred  taxes  are recorded  to  recognize  the  future  tax
consequences of events that have been recognized in the financial  statements
or  tax returns.  For additional information regarding income taxes, see Note
5 of Notes to Consolidated Financial Statements in the Company's 1996 Form 10-
K.

Estimated  liabilities for environmental remediation are  recorded  when  the
amounts  are  probable and estimable.  Amounts authorized to be recovered  in
rates   are   recorded   as  regulatory  assets.   Possible   recoveries   of
environmental  remediation liabilities from third parties  are  not  deducted
from  the  liability shown on the balance sheet.  For additional  information
regarding  commitments and contingencies, see Note 6 of Notes to Consolidated
Financial Statements in the Company's 1996 Form 10-K.

3. CONTINGENT LIABILITIES

QUASI-REORGANIZATION.  During 1993, the Company completed a strategic plan to
refocus  on  utility  and  related businesses.   The  strategy  included  the
divestiture of the Company's retailing operations and  all of its oil and gas
exploration and production business.

In   connection  with  the  divestitures,  the  Company  effected  a   quasi-
reorganization for financial reporting purposes effective December 31,  1992.
Certain  of  the  liabilities  established in  connection  with  discontinued
operations and the quasi-reorganization will be resolved in future years.  As
of  March  31, 1997, the provisions previously established for these  matters
are adequate.


ITEM  2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

The  following  discussion should be read in conjunction with  the  Condensed
Consolidated Financial Statements contained in this Quarterly Report on  Form
10-Q and Management's Discussion and Analysis contained in the Company's 1996
Annual  Report  to  Shareholders and incorporated into the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1996.

INFORMATION REGARDING FORWARD-LOOKING COMMENTS

The following discussion includes forward-looking statements with respect  to
matters   inherently  involving  various  risks  and  uncertainties.    These
statements are identified by the words "estimates", "expects", "anticipates",
"plans", "believes" and similar expressions.

<PAGE>PAGE 9


The  analyses employed to develop these statements are necessarily based upon
various assumptions involving judgments with respect to the future including,
among  others, national, regional and local economic, competitive conditions,
regulatory  and  business  trends and decisions, technological  developments,
inflation  rates, weather conditions, and other uncertainties, all  of  which
are  difficult  to predict and many of which are beyond the  control  of  the
Company.   Accordingly, while the Company believes that the assumptions  upon
which  the forward-looking statements are based, are reasonable for  purposes
of  making these statements, there can be no assurance that these assumptions
will approximate actual experience or that the expectations set forth in  the
forward-looking statements derived from these  assumptions will be realized.


SUMMARY

The  Company  reported consolidated net income of $50 million  in  the  first
quarter of 1997 compared to $51 million in the first quarter of 1996.

Consolidated  earnings  continue  to reflect  the  positive  results  of  the
Company's primary subsidiary, SoCalGas. SoCalGas' net income was $58  million
compared  with  $54 million for the same quarter of 1996.  This  increase  in
earnings  was partially offset by expenses incurred in the first  quarter  of
1997 of $3 million, after-tax, related to the proposed merger.

In April, the Board of Directors announced a 6% increase in dividends paid on
PE  common  stock  to an annual rate of $1.52 per share, up  from  $1.44  per
share.   This is the fourth consecutive year in which the dividend  rate  has
been increased.

SoCalGas  is continuing its efforts to implement Performance Based Ratemaking
(PBR)  in  regulatory proceedings before the CPUC.  On  April  21,  1997,  an
Administrative Law Judge (ALJ) issued a proposed Decision (PD)  on  SoCalGas'
PBR  filing.  The PD differs from SoCalGas' original application  in  several
material  respects.  A final decision is expected in the  second  quarter  of
1997. (See "REGULATORY ACTIVITY INFLUENCING FUTURE PERFORMANCE".)

An  agreement  to  extend the existing union contract  on  wages,  hours  and
working  conditions  was  ratified by SoCalGas' represented  employees.   The
union contract was extended to March 31, 1999, with an automatic extension to
March 31, 2000 if neither side declares a need to reopen the contract.

In  March,  PE  and  Enova launched a new joint venture, Energy  Pacific,  to
provide integrated energy and energy related services and products to a broad
range of customers.

In March, Pacific Enterprises International and its two partners were awarded
a  license to build and operate a natural gas system to serve the area in and
around  Chihuahua, Mexico.  It was the consortium's second successful  Mexico
bid.

<PAGE>PAGE 10


CONSOLIDATED

Net income for the three months ended March 31, 1997 was $50 million, or $.60
per  common share, compared to $51 million, or $.57 per common share in 1996.
Consolidated  earnings  continue  to reflect  the  positive  results  of  the
Company's primary subsidiary, SoCalGas.  SoCalGas' net income was $58 million
compared  with $54 million for the same quarter of 1996, which resulted  from
continued  benefits of cost reductions and from an increase in the authorized
equity  component  of  the  utility's  capital  structure.   The  decline  in
operating and maintenance expenses of SoCalGas was offset by higher operating
expenses at EMS and the incurrence of merger-related expenses at PE.

The  weighted  average number of shares of common stock outstanding  for  the
first  quarter  of 1997 decreased to 81.9 million shares compared  with  82.4
million  shares for the first quarter of 1996.  During the first quarter  the
Company repurchased 571,000 shares of common stock under the stock repurchase
program which began in the fourth quarter of 1996.  As of mid-April 1997, 1.8
million shares had been repurchased under this program.

A  more  detailed discussion of current period results can be  found  in  the
business segment information that follows.

OPERATING REVENUES        Three Months Ended
($ in Millions)                March 31
                            1997       1996
                          ------------------
SoCalGas                    $738       $620
Energy Mgmt. Svcs            136         47
Other   (1)                    3          3
                            ---------------
                             877        670
Less: Intersegment            83         39
                            ---------------
                            $794       $631
                            ===============

NET INCOME                Three Months Ended
($ in Millions)                March 31
                            1997       1996
                          ------------------
SoCalGas                     $58        $54
Energy Mgmt. Svcs             (2)         0
Parent & Other   (1)          (6)        (3)
                            ---------------
                             $50        $51
                            ===============

(1) Includes PE International



<PAGE>PAGE 11

SOCALGAS OPERATIONS

Net  income  for  the first quarter of 1997 was $58 million compared  to  $54
million  for  the  same period in 1996.  The increase  is  primarily  due  to
savings  resulting  from lower operating and maintenance  expenses  than  the
amounts authorized in rates and an increase in the common equity component of
SoCalGas'  capital  structure to 48.0% from 47.4%.  Earnings  for  the  first
quarter  of 1996 benefited from a one-time $5.6 million (after-tax) favorable
settlement  from gas producers for damages incurred to SoCalGas and  customer
equipment resulting from impure gas supplies.

The  table below compares SoCalGas' throughput and revenues by customer class
for the three months ended March 31, 1997 and 1996.

($ in Millions,      Gas Sales         Trans. & Exchg.          Total
vol. in billion
cubic feet)    Throughput  Revenue  Throughput  Revenue  Throughput  Revenue
1997:
Residential         84       $566         1       $  3        85        $569
Comm'l/Ind'l.       25        175        76         65       101         240
Utility Elec.                            21         11        21          11
Wholesale                                38         14        38          14
Exchange                                  0          0         0           0
               -------------------------------------------------------------
Total in Rates     109       $741       136        $93       245         834
Balancing Accts.
  & Other                                                                (96)
                                                                       -----
Total Operating Rev.                                                    $738*
                                                                       =====
1996:
Residential         82       $548         1        $ 3        83        $551
Comm'l/Ind'l.       25        155        68         65        93         220
Utility Elec.                            19         14        19          14
Wholesale                                35         15        35          15
Exchange                                  1                    1
               -------------------------------------------------------------
Total in Rates     107       $703       124        $97       231        $800

Balancing Accts.
 & Other                                                                (180)
                                                                      ------
Total Operating Rev.                                                    $620
                                                                      ======

* Includes inter-segment transactions.

Operating revenue increased $118 million for the three months ended March 31,
1997.  The increase in operating revenues for the quarter is primarily due to
higher throughput and higher gas costs compared to the prior year.  Since gas


<PAGE>PAGE 12


costs  are recoverable in rates (subject to the Gas Cost Incentive Mechanism,
- discussed below), the increase in gas cost is also reflected as an increase
in revenues.

The  increase in throughput is primarily due to higher deliveries to the  oil
refinery  segment for reformulated gasoline production and higher  deliveries
to the wholesale market due to increased winter demand.  The margin earned on
these  customers  is  substantially  less  than  the  margin  earned  on  gas
transported  to  utility electric generation (UEG) customers.   In  addition,
throughput  to  UEG  customers  declined  primarily  due  to  the   increased
availability   of  inexpensive  hydro-generating  electricity   which   these
customers  purchased  in  lieu of generating actual  gas  fueled  electricity
within  SoCalGas' service territory.  As a result, net income was reduced  by
$4  million, after-tax, due to total noncore throughput falling below  levels
used  by the CPUC in establishing rates. The abundance of inexpensive  hydro-
generated electricity has continued into the second quarter.

Cost  of  gas  distributed was $350 million and $250 million  for  the  three
months ended March 31, 1997 and 1996 respectively.  The increase is primarily
due to an increase in the average cost of gas purchased to $2.90 per thousand
cubic feet (MCF) for the first quarter of 1997 compared to $1.59 per MCF  for
the first quarter of 1996.  Under the current regulatory framework, changes
in  revenue resulting from changes in volumes in the core market and cost  of
gas do not affect net income.

Operating and maintenance expenses for the three months ended March 31,  1997
were $14 million higher compared to the same period in 1996, primarily due to
a  non-recurring  $9.5  million, pre-tax, settlement  from  a  group  of  gas
producers  for  damages incurred to Company and customer equipment  resulting
from impure gas supplies received during the first quarter 1996.

RECENT CPUC REGULATORY ACTIVITY

Under  the Gas Cost Incentive Mechanism (GCIM), SoCalGas can recover all  gas
purchase  costs  to  the  extent that they do not  exceed  a  tolerance  band
extending to 4 percent above an index benchmark level.  If SoCalGas' cost  of
gas  exceeds the tolerance band, the excess costs are shared equally  between
customers  and  shareholders.   All savings  from  gas  purchased  below  the
benchmark are shared equally between customers and shareholders.

SoCalGas' purchased gas costs were below the specified GCIM benchmark for the
annual  period ended March 1996.  In June 1996 SoCalGas filed a  motion  with
the  CPUC requesting a reward for shareholders under the procurement  portion
of  the incentive mechanism.  The amount will be recognized in income when  a
final CPUC decision (expected in the second quarter) is issued.

The  CPUC  has  approved the use of gas futures for managing risk  associated
with the GCIM.  SoCalGas enters into gas futures contracts in the open market
on a limited basis to mitigate risk and better manage gas costs.


<PAGE>PAGE 13


REGULATORY ACTIVITY INFLUENCING FUTURE PERFORMANCE

Future  regulatory restructuring, increased competitiveness in  the  industry
and   the  electric  industry  restructuring  will  affect  SoCalGas'  future
performance.    SoCalGas  has  filed  an  application  with  the   CPUC   for
"Performance  Based Regulation" (PBR) to replace the general  rate  case  and
certain other regulatory proceedings.  SoCalGas' proposal, if approved, would
allow  SoCalGas  to be more responsive to customer demand  and  compete  more
effectively  in  contestable markets.  The SoCalGas proposal  would  maintain
cost-based  rates,  but  would  link financial performance  with  changes  in
productivity.  It would also eliminate certain balancing accounts  and  allow
revenues  to be throughput driven, resulting in increased quarterly  earnings
volatility,  although no significant full-year impact would be  expected.  It
would  also  provide  SoCalGas  with  the opportunity  to  improve  financial
performance  over the long term to the extent it is able to reduce  expenses,
increase  energy  deliveries  and generate  profits  from  new  products  and
services.

On  April  21,  1997,  an Administrative Law Judge (ALJ)  issued  a  Proposed
Decision  (PD)  on SoCalGas' PBR application, that differs  in  a  number  of
significant respects from SoCalgas' proposal.  The PD will be reviewed by the
CPUC  which may accept, reject or modify it in rendering a final decision  on
the  application.  SoCalGas will provide comments  on  the  PD  to  the  CPUC
commission and a final decision is expected in the second quarter of 1997.

The  following are the principal differences between SoCalGas'  proposal  and
the  PD.  SoCalGas' initial application reflected a base margin reduction  of
$61.2 million (later was revised to $110 million) while the PD reflects a net
reduction of $182 million.  SoCalGas' proposal calls for rate indexing  which
will  ensure  that  base  rates  grow at less  than  the  rate  of  inflation
(inflation  minus a productivity factor), while the PD rejects rate  indexing
and  adopts revenue or margin indexing which would continue to eliminate  the
potential  for increased or decreased earnings arising from higher  or  lower
gas   throughput  to  core  customers.   SoCalGas  proposes  an   annual   1%
productivity  factor for decreases in base rates, while  the  PD  proposes  a
starting annual productivity factor of 1.5%, which is then incorporated  into
a  complex  formula  to  produce a substantially higher productivity  factor.
SoCalGas  requests  an  increase in the customer charge  over  the  five-year
period covered by PBR but reduces rates for gas and narrows the rate increase
paid  when  customers exceed the monthly baseline amount while the PD  defers
issues  such as residential rate design and pricing flexibility to  a  future
proceeding.   SoCalGas  proposes authorization  to  offer  new  products  and
services on a competitive basis at shareholder risk, while the PD defers this
issue to future proceedings.

SoCalGas  proposes no earnings sharing while the PD proposes a mechanism  for
sharing  with customers earnings that exceed a specified rate of  return  but
does not propose any similar downside sharing.  Finally, the PD proposes that
SoCalGas have the option of implementing PBR retroactive to January 1,  1997,
or on January 1, 1998.

<PAGE>PAGE 14


For 1997, SoCalGas is authorized to earn a rate of return on common equity of
11.6 percent and a 9.49 percent return on rate base, compared to 11.6 percent
and 9.42 percent in 1996.  The CPUC also authorized a 60 basis point increase
in  SoCalGas' authorized common equity ratio to 48.0 percent in 1997 compared
to  47.4  percent in 1996.  The 60 basis point increase in the common  equity
component could potentially add $2 million to earnings in 1997.

As  discussed  in  the 1996 Form 10-K, existing interstate pipeline  capacity
into California exceeds current demand.  SoCalGas has exercised its step-down
option  on  both  the El Paso and Transwestern interstate  pipeline  systems.
SoCalGas  has entered into settlements with Transwestern and El  Paso,  which
have  been  approved  by  the  FERC  and which  define  the  amounts  of  the
unsubscribed capacity costs that are to be recovered from the remaining  firm
service  customers,  thus  reducing  SoCalGas'  exposure  to  higher   annual
reservation  charges.  SoCalGas believes that the  FERC-approved  settlements
with  Transwestern  and  El Paso will not have a significant  impact  on  the
results of operations or on volumes transported or sold.

The  CPUC  has  issued a decision to SoCalGas' 1996 Biennial Cost  Allocation
Proceeding filing (BCAP).  The CPUC decision defers recovery of approximately
$20 million in noncore costs, resulting in a noncore rate decrease and leaves
in  place  the existing residential rate structure.  The decision  failed  to
adopt SoCalGas' proposal to increase flexibility in offering discounts to UEG
customers to retain load or prevent by-pass.  SoCalGas will implement the new
rates and core residential monthly gas pricing on June 1, 1997.

As  part of its continuing evaluation of the impact of electric restructuring
on  operations, SoCalGas adopted SFAS 121 "Accounting for the  Impairment  of
Long Lived Assets and Long Lived Assets to be Disposed of" and evaluated  its
impact  on the financial statements.  Although Management believes  that  the
volume  of  gas  transported  may  be  adversely  impacted  by  the  electric
restructuring, it is not anticipated that it would result in an impairment of
assets  as  defined in SFAS 121 because the expected future cash  flows  from
SoCalGas' investment in its gas transportation infrastructure is greater than
its carrying amount.


OTHER ACTIVITY

Approximately 5,000 field, clerical and technical employees of  SoCalGas  are
represented  by  the Utility Workers' Union of America or  the  International
Chemical  Workers'  Union.   In  March 1997,  SoCalGas  and  its  represented
employees  reached two new agreements.  One agreement is a one year extension
of the existing contract on wages and working conditions, and the other is an
extension  of the pension and benefits plan and calls for a wage increase  of
3%  effective on August 1, 1997.  Under the contract extension, the agreement
on  wages  and  working conditions expires on March 31, 1999.  The  agreement
could   be  extended  through  March  31,  2000,  if  neither  side   reopens
negotiations.  The  pension  and  benefits  agreement  was  extended  through
December 31, 1999.  Key provisions give SoCalGas flexibility to create a

<PAGE>PAGE 15


multi-skilled workforce through reclassification and training, the  right  to
establish management-employee teams to address proficiency and the  right  to
outsource  noncore functions such as billings, all of which enhance SoCalGas'
ability  to  be  more  competitive.   Full-time  represented  employees  with
satisfactory  performance have employment security for the  duration  of  the
contract, unless there is a shortage of work.

For  additional information, see the discussion under the caption "Management
Discussion  and  Analysis  -  Factors  influencing  Future  Performance"   in
SoCalGas' 1996 Form 10-K.


ENERGY MANAGEMENT SERVICES

Energy Management Services (EMS) consists of a number of operations including
an  interstate pipeline subsidiary, a subsidiary which operates and  develops
alternate  energy  facilities  as  well as centralized  heating  and  cooling
plants, an unregulated subsidiary which markets natural gas, and a subsidiary
which provides energy products and services.

Pacific  Energy  (PEn)  develops  and operates  alternate  energy  facilities
including  geothermal, hydro-power, biogas and woodburning plants.   It  also
operates centralized heating and cooling plants for large building complexes.
Ensource,  which  was established in 1996, buys and arranges  transportation,
storage  and  delivery  of natural gas for large-volume  customers.   Pacific
Enterprises  Energy  Services (PEES), which also  was  established  in  1996,
provides  energy  related  products  and  services  to  both  commercial  and
residential customers.  Pacific Interstate Company (PIC), which is  regulated
by  the  FERC, purchases gas from producers in Canada and from federal waters
offshore California and transports it for sale to SoCalGas and others.  PEEMS
is the holding company of all the EMS operating units.

EMS'  operating  revenue  was $136 million for  the  first  quarter  of  1997
representing  an  increase of $89 million compared to the  first  quarter  of
1996.   The  increase is primarily from operating revenues of $55 million  at
Ensource  as  operations began in the second quarter of 1996.   In  addition,
higher operating revenues of $41 million are due to higher interstate cost of
gas delivered by PIC.

EMS  had  a net loss of $2 million for the three months ended March 31,  1997
representing  a decrease of approximately $2 million compared  to  the  first
quarter  of  1996.   This  decrease is primarily due to  start-up  costs  and
increased operating expenses by PEEMS during the first quarter of 1997.

In  March  1997,  PE and Enova launched a new joint venture, Energy  Pacific.
This  new  joint-venture incorporates several existing unregulated businesses
from  each  company.   It  will pursue a variety of opportunities,  including
buying  and selling natural gas for large users, integrated energy management
services  targeted  at  large  governmental  and  commercial  facilities  and
consumer market products and services such as earthquake shutoff valves.  The

<PAGE>PAGE 16


Company has contributed PEES, Ensource, Pacific Enterprises Liquefied Natural
Gas  (LNG), Energy Alliance I, PEEMS and Pacific Enterprises Leasing  Co.  to
the  joint  venture.   These contributions total $31 million  and  have  been
matched by Enova Corporation.

The  Company  owns  indirect interests in several small  electric  generation
facilities  which  are  "qualifying  facilities"  under  the  Public  Utility
Regulatory Policies Act.   Qualifying facility status is not available to any
facilities that are more than 50% owned by an electric utility or an electric
utility holding company.

Upon  the  completion of the proposed business combination  the  new  holding
company  will  become an electric utility holding company.  Consequently,  in
order to avoid the loss of qualifying facility status, the Company must cause
its  ownership in these facilities (together with that of all other  electric
utilities  or  electric utility holding companies) to be not  more  than  50%
prior  to  the  completion  of  the business  combination.   The  Company  is
considering several alternatives to accomplish this result including the sale
of  all  or part of these facilities.   The Company believes a sale or  other
disposition  will  not  have  a  material adverse  effect  on  the  Company's
consolidated results of operations or financial position.


INTERNATIONAL OPERATIONS

Net  income  at Pacific Enterprises International (PEI) was $300,000  in  the
first  quarter of 1997 compared to a loss of $1 million in 1996.  Higher  net
income resulted from a $2.5 million, pre-tax, cash dividend received from its
investment in two Argentina holding companies in the first  quarter of  1997,
whereas a cash dividend of $2.1 million, pre-tax, was received in the  second
quarter  of 1996. General and administrative expenses remained consistent  in
comparison to the first quarter of 1996.

PEI, Enova and their Mexican partner, Proxima Gas S.A. were awarded a license
to  build  and operate a natural gas pipeline in Chihuahua, a city of  almost
630,000 in northern Mexico and expects to serve 50,000 customers in the first
five years of operation.  It is the second natural gas license awarded by the
Mexican  Energy Regulatory Commission, and the second license won by PEI  and
its two partners, who operate as the consortium, Distribuidora de Gas Natural
de  Mexicali  (DGN).  DGN expects to begin construction later this  year  and
will invest $50 million in the first five years of operation.  PEI's share in
this project is 47.5%.


PARENT COMPANY

Parent company expense was $8 million, after-tax, for the three months  ended
March  31, 1997, including interest expense.  This compares to expense of  $3
million, after-tax, for the same period in 1996.  Expenses are higher in the


<PAGE>PAGE 17


first quarter of 1997 primarily due to merger related expenses of $3 million,
after-tax.


CAPITAL RESOURCES AND LIQUIDITY

Cash flows from operations were $295 million for the three months ended March
31, 1997.  This represents a decrease of $6 million from 1996.

Capital  expenditures  were  $54 million for the  three  months  ended  March
31,1997  which  is  an increase of $11 million from 1996.  This  increase  is
primarily  due to a $17 million capital lease assumed by PEn and  $5  million
incurred  by  PIC  for the Pacific Offshore Pipeline Company plant  expansion
project  offset by a decline in SoCalGas capital expenditures of $11  million
due to the completion of a Customer Information System.

Cash  flows  used  in financing activities were $222 million  for  the  three
months  ended  March  31,  1997.  This primarily represents  a  common  stock
repurchase of $16 million, repayment of commercial paper of $172 and  payment
of common and preferred dividends of $31 million.

Cash and cash equivalents at March 31, 1997 were $283 million.  This cash  is
available  for  investment in new energy-related domestic  and  international
projects,  repurchase of common and preferred stock, the retirement  of  debt
and other corporate purposes.

The  Company paid dividends of $30 million on common stock and $1 million  on
preferred stock for a total of $31 million.  This compares to $30 million  in
1996.   The common stock dividend increase in 1997 is due to the increase  in
the  quarterly  common  stock dividend rate in the  second  quarter  of  1996
partially  offset  by  lower  preferred stock dividends  resulting  from  the
redemption of preferred stock.  During the first quarter of 1996, the Company
redeemed $110 million of Parent Remarketed, Series A preferred stocks and $50
million of SoCalGas Series A Flexible Auction preferred stock.  In connection
with the redemption of the Remarketed preferred stock, the Company recorded a
$2.4  million  non-recurring reduction to earnings per share to  reflect  the
original issues underwriting discount.

The  quarterly  dividend rate was increased to $.36 per share in  the  second
quarter of 1996 and to $.38 per share in the second quarter of 1997.

In  April 1996, the Board of Directors authorized the buyback of up  to  4.25
million  shares  of SoCalGas' common stock representing approximately  5%  of
outstanding shares over a two-year period. During the first quarter of  1997,
SoCalGas repurchased 571,000 shares of common stock and as of mid April 1997,
a total of 1.8 million shares have been repurchased under this program.





<PAGE>PAGE 18


NEW ACCOUNTING PRONOUNCEMENTS

In  February 1997, the Financial Accounting Standards Board issued  Statement
of  Financial Accounting Standards No. 128 ("SFAS 128") "Earnings per Share."
SFAS  128  replaces the presentation of primary earnings  per  share  with  a
presentation  of  basic earnings per share based upon  the  weighted  average
number  of  common shares for the period.  It also requires dual presentation
of  basic  and diluted earnings per share for companies with complex  capital
structures.  SFAS 128 will be adopted by the Company at the end of  1997  and
earnings  per  share  for all prior periods will be restated  upon  adoption.
Under  SFAS  128, basic and diluted earnings per share for the first  quarter
1997 would have been $.60 and $.59 per share, respectively.


PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a),(b),(c)  At a Special Meeting of Shareholders held on March 11, 1997, the
Company's  shareholders approved the principal terms of a  proposed  business
combination  of the Company and Enova Corporation.  See Note 1  of  Notes  to
Condensed  Consolidated Financial Statements contained in Item 1 -  Financial
Statements of this Quarterly Report.

Such approval required the favorable vote of the holders of (i) a majority of
the shares of the Company's common stock and (ii) a majority of the shares of
the  Company's common stock and preferred stock (voting together as a  single
class),  outstanding  on  the record date for the Special  Meeting.   At  the
record  date, there were 84,167,910 shares of the Company's common stock  and
800,253 shares of the Company's preferred stock outstanding.

The  following tables sets forth the number of shares voted for and  against,
as  well  as  the number of abstentions and broker non-votes with respect  to
such approval:

                                                         Total Common
                                                             and
                    Common Stock     Preferred Stock    Preferred Stock
                    ------------     ---------------    ---------------
For Approval         66,813,149         318,355            67,131,504

Against Approval        598,424          11,611               610,085

Abstain                 438,056          15,835               453,891

Broker Non-votes           0                0                    0


(d)  Not applicable



<PAGE>PAGE 19


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(b)  Reports on Form 8-K filed during the quarter ended March 31, 1997.

     - Other Events - January 28, 1997




SIGNATURE



Pursuant  to  the requirements 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
-------------------
   (Registrant)



Ralph Todaro
-----------------------------
Ralph Todaro
Vice President and Controller
(Chief Accounting Officer and
duly authorized signatory)

Date: May 14, 1997