<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, 1998
                              -------------------------------------

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) 244-1200
      ----------------------------------------------------------
         (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  8,  1998  was
83,556,552.

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)

                                       Three Months Ended
                                             March 31
                                        ------------------
                                           1998    1997
                                          ------  ------
                                            (Unaudited)
Revenues and Other Income:
 Operating revenues                         $669    $794
 Other                                         9       9
                                            ----    ----
     Total                                   678     803
                                            ----    ----
Expenses:
 Cost of gas distributed                     290     344
 Operating expenses                          197     249
 Depreciation and amortization                64      64
 Franchise payments and other taxes           29      28
 Preferred dividends of a subsidiary           1       2
                                            ----    ----
     Total                                   581     687
                                            ----    ----
Income from Operations
 Before Interest and Taxes                    97     116
Interest                                      19      26
                                            ----    ----
Income from Operations
 Before Income Taxes                          78      90
Income Taxes                                  38      40
                                            ----    ----
Net Income                                    40      50
Dividends on Preferred Stock                   1       1
                                            ----    ----
Net Income Applicable to
 Common Stock                               $ 39    $ 49
                                            ====    ====
Net Income per Share of Common Stock
 Basic                                      $.48    $.60
                                            ====    ====
 Diluted                                    $.47    $.59
                                            ====    ====
Dividends Declared per Share of
 Common Stock                               $.38    $.36
                                            ====    ====
Weighted Average Number of Shares of
 Common Stock Outstanding (000)           81,208  81,936
                                          ======  ======
See Notes to Condensed Consolidated Financial Statements.

<PAGE>PAGE 3

                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                                   ASSETS
                            (Millions of Dollars)
                                          March 31    December 31
                                            1998         1997
                                         ----------   -----------
                                         (Unaudited)
Current Assets:
  Cash and cash equivalents                $  135        $  153
  Accounts receivable (less allowance
    for doubtful receivables of
    $22 million at March 31, 1998 and
    $19 million at December 31, 1997)         461           530
  Income taxes receivable                                     3
  Deferred income taxes                         8
  Gas in storage                                3            25
  Other inventories                            15            16
  Regulatory accounts receivable               44           355
  Prepaid expenses                              9            21
                                           ------        ------
      Total current assets                    675         1,103
                                           ------        ------
Property, Plant and Equipment               6,124         6,097
  Less Accumulated Depreciation and
    Amortization                            3,000         2,943
                                           ------        ------
      Total property, plant and
        equipment-net                       3,124         3,154
                                           ------        ------
Deferred Charges and Other Assets:
  Other investments                           261           191
  Other receivables                            55            62
  Regulatory assets                           396           394
  Other assets                                 80            73
                                           ------        ------
      Total deferred charges and
         other assets                         792           720
                                           ------        ------
      Total                                $4,591        $4,977
                                           ======        ======
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)
                                            March 31     December 31
                                              1998           1997
                                           ---------     -----------
                                          (Unaudited)
Current Liabilities:
  Short-term debt                           $   82         $   354
  Accounts payable                             413             437
  Income taxes payable                          24
  Deferred income taxes                                          7
  Other taxes payable                           46              30
  Long-term debt due within one year             1             148
  Accrued interest                              51              52
  Other                                         69              87
                                            ------          ------
      Total current liabilities                686           1,115
                                            ------          ------
Long-Term Debt                               1,059             988
Debt of Employee Stock Ownership Plan          130             130
                                            ------          ------
      Total long-term debt                   1,189           1,118
                                            ------          ------
Deferred Credits and Other Liabilities:
  Long-term liabilities                        216             183
  Customer advances for construction            32              34
  Postretirement benefits other than pensions  210             217
  Deferred income taxes                        278             272
  Deferred investment tax credits               60              61
  Other deferred credits                       414             413
                                            ------          ------
 Total deferred credits and
    other liabilities                        1,210           1,180
                                            ------          ------
Preferred Stocks of a Subsidiary                20              95
                                            ------          ------
Shareholders' equity:
  Capital stock:
    Preferred                                   80              80
    Common                                   1,073           1,064
                                            ------          ------
      Total capital stock                    1,153           1,144
  Retained earnings, after elimination
    of accumulated deficit of
    $452 million against common stock
    at December 31, 1992 as part of
    quasi-reorganization                       380             372
  Deferred compensation relating to
    Employee Stock Ownership Plan              (47)            (47)
                                            ------          ------
      Total shareholders' equity             1,486           1,469
                                            ------          ------
         Total                              $4,591          $4,977
                                            ======          ======
See Notes to Condensed Consolidated Financial Statements.
<PAGE>PAGE 5
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
               CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
                            (Millions of Dollars)

                                                    Three Months Ended
                                                          March 31
                                                    ------------------
                                                     1998        1997
                                                    ------       -----
Cash Flows from Operating Activities:                   (Unaudited)
  Net Income                                        $  40        $  50
  Adjustments to reconcile net income
    to net cash provided by continuing
    operations:
      Depreciation and amortization                    64           64
      Deferred income taxes                             5            2
      Other                                            (1)          (9)
      Net change in other working capital
        components                                    423          188
                                                    -----        -----
          Net cash provided by operating
            activities                                531          295
                                                    -----        -----
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                         (31)         (54)
  Other investments                                   (70)
  Decrease in other receivables, regulatory
     assets and other assets                           (2)           8
                                                    -----        -----
           Net cash used in investing activities     (103)         (46)
                                                    -----        -----
Cash Flows from Financing Activities:
  Sale of common stock                                  9            2
  Repurchase of common stock                                       (18)
  Repurchase of preferred stock of a subsidiary       (75)
  Increase in long-term debt                           75
  Decrease in long-term debt                         (151)          (3)
  Decrease in short-term debt                        (272)        (172)
  Common dividends paid                               (31)         (30)
  Preferred dividends paid                             (1)          (1)
                                                    -----        -----
          Net cash used in financing activities      (446)        (222)
                                                    -----        -----
Increase (Decrease) in Cash and Cash Equivalents      (18)          27
Cash and Cash Equivalents, January 1                  153          256
                                                    -----        -----
Cash and cash equivalents, March 31                 $ 135        $ 283
                                                    =====        =====
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
        Interest (net of amount capitalized)        $  20        $  24
                                                    =====        =====
        Income taxes                                $  20        $ (18)
                                                    =====        =====
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) and Enova Corporation
(Enova), the parent company of San Diego Gas & Electric (SDG&E), 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 shareholders of both companies on March 11, 1997.

As   a  result  of  the  combination,  the  Company  and  Enova  will  become
subsidiaries of a new holding company, named Sempra Energy, 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.

On March 26, 1998, the California Public Utilities Commission (CPUC) approved
the  merger  of the Company and Enova.  The decision determined that  savings
from   synergies  and  cost  avoidances  be  shared  between  customers   and
shareholders   over  a  five-year  period,  for  a  total  net   savings   of
approximately $340 million.

In  its  decision,  the commission found that the merger  satisfied  the  key
criteria:   that it will benefit the state and local economies and customers,
maintain  or improve the financial condition of the utilities and quality  of
management, and be fair to employees and shareholders.

Additional elements of the CPUC decision include:
     
     - Divestiture  by  SDG&E  of its gas-fired generation  units,  which  is
       already  in progress, and sale by SoCalGas of its options to  purchase
       those  portions of the Kern River and Mojave Pipeline gas transmission
       facilities within California by September 1, 1998.  These options  are
       not exercisable until the year 2012.

     - Acknowledgment that the merger will have no significant effect on  the
       environment under the California Environmental Quality Act.
      
     - Allowance of $148 million in costs to achieve the merger, rather than
       the $202 million originally sought by the companies.  The difference
       includes transaction costs for investment bankers, employee retention
       and communications.

<PAGE>PAGE 7


Final  regulatory  approvals still must be obtained from the  Federal  Energy
Regulatory Commission (FERC), which already conditionally approved the merger
on June 25, 1997, and the Securities and Exchange Commission.

Expenses  incurred  in  connection with the merger  are  $1  million  and  $3
million,  after-tax, for the three month period ended   March  31,  1998  and
1997,  respectively.   These costs consist primarily of  investment  banking,
legal, regulatory and consulting fees.

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 Form 10-K for the year ended  December  31,
1997 for additional information.

Results  of operations for interim periods are not necessarily indicative  of
results  for  the  entire  year.  In order to match revenues  and  costs  for
interim  reporting purposes, SoCalGas defers revenues related to costs  which
it  expects  to  incur later in the 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  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 continues to meet the criteria of SFAS 71 in accounting for  its
regulated operations.

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
Footnote  5  of  Notes to Consolidated Financial Statements in the  Company's
1997 Form 10-K.


<PAGE>PAGE 8


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  Footnote  6  of  Notes   to
Consolidated Financial Statements in the Company's 1997 Form 10-K filing.


3. CONTINGENT LIABILITIES

QUASI-REORGANIZATION.  During 1993, the Company completed a strategic plan to
refocus  on  its  natural gas 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, 1998, the provisions previously established for these  matters
are adequate.


4. COMPREHENSIVE INCOME

In  conformity with generally accepted accounting principles, the Company has
adopted  Statement  of  Financial Accounting Standard's  No.  130  "Reporting
Comprehensive Income."  Comprehensive income for the period ended  March  31,
1998 was $40 million.


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   Form   10-Q   and
Management's Discussion and Analysis contained in the Company's  1997  Annual
Report  to Shareholders and incorporated into the Company's Annual Report  on
Form 10-K for the year ended December 31, 1997.


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.   These   statements   are
necessarily  based upon various assumptions involving judgments with  respect
to the future including, among others, national, regional and local economic,


<PAGE>PAGE 9


competitive and regulatory conditions, technological developments,  inflation
rates,  interest  rates,  energy markets, weather  conditions,  business  and
regulatory decisions, and other uncertainties, all of which are difficult to
predict   and  many  of  which  are  beyond  the  control  of  the   Company.
Accordingly, while the Company believes that the assumptions are  reasonable,
there  can be no assurance that they  will approximate actual experience,  or
that the expectations will be realized.


CAPITAL RESOURCES AND LIQUIDITY

Cash flows from operations were $531 million for the three months ended March
31,  1998.   This  represents an increase of $236  million  from  1997.   The
increase  is  primarily  due to actual gas costs incurred  being  lower  than
amounts   collected   in  rates  resulting  in  a  decrease   in   previously
undercollected regulatory balancing accounts and an increase in  gas  volumes
sold.

Capital  expenditures were $31 million and $54 million for the  three  months
ended  March  31,  1998  and  1997, respectively.  Capital  expenditures  are
estimated  to  be  $200  million in 1998 and will be  financed  primarily  by
internally generated funds and will largely represent investment in  SoCalGas
operations.

Investments  were $70 million for the three months ended March 31,  1998  and
represent  additional  investment in Argentine  utility  operations  and  the
acquisition of CES/Way International, Inc. (See "Energy Management  Services"
and  "International  Operations").  There were no investments  in  the  three
months ended March 31, 1997.

Cash used for financing activities was $446 million and $222 million for  the
three  months ended March 31, 1998 and 1997.  The increase is due to  greater
long-term  and  short-term  debt repayments and the  repurchase  of  SoCalGas
Preferred  Stock.   On  February 2, 1998, SoCalGas redeemed  all  outstanding
shares of 7 3/4% Series Preferred Stock at a total price per share of $25.09.
This total price per share consisted of a redemption price of $25 and $0.09
of  unpaid dividends accruing to the date of redemption.  The total  cost  to
SoCalGas was approximately $75.3 million.

The  Company paid dividends of $31 million on common stock and $1 million  on
preferred  stock  for a total of $32 million for the period ended  March  31,
1998.   This  compares  to $31 million in 1997.  The  common  stock  dividend
increase  in  1998  is  due  to the increase in the  quarterly  common  stock
dividend  rate.  The quarterly dividend rate was increased to $.40 per  share
in  the  second quarter of 1998 and was increased to $.38 per  share  in  the
second quarter of 1997.

Cash and cash equivalents at March 31, 1998 were $135 million.  This cash  is
available  for  investment in new energy-related domestic  and  international
projects, the retirement of debt and other corporate purposes.


<PAGE>PAGE 10


In  April 1996, the Board of Directors authorized the buyback of up  to  4.25
million shares of the Company's common stock representing approximately 5% of
outstanding shares over a two-year period. During the first quarter of  1998,
the  Company  did not repurchase any common stock.  A total  of  2.4  million
shares have been repurchased under this program.


CONSOLIDATED RESULTS OF OPERATIONS

Net income for the three months ended March 31, 1998 was $40 million, or $.48
per  common share (basic), compared to $50 million, or $.60 per common  share
(basic) in 1997.   Consolidated earnings include the results of the Company's
primary  subsidiary, SoCalGas.  SoCalGas' net income was $47 million compared
with  $58  million for the same quarter of 1997, which was primarily impacted
from  lower base margin established in the Performance Based Regulation (PBR)
decision  which became effective on August 1, 1997 partially offset by  lower
operating  and  maintenance expenses than amounts authorized in  rates   (See
"Regulatory Activity Influencing Future Performance").  Also contributing  to
lower  net  income  were operating losses at the joint  ventures  with  Enova
Corporation: Sempra Energy Solutions and Sempra Energy Trading.  In addition,
Pacific  Enterprises International (PEI) had greater operating costs  in  the
first quarter of 1998 compared to the first quarter of 1997, from efforts  to
develop international operations.

The  weighted  average number of shares of common stock outstanding  for  the
first  quarter  of 1998 decreased to 81.2 million shares compared  with  81.9
million shares for the first quarter of 1997.














<PAGE>PAGE 11


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
                               1998     1997
                            -----------------
SoCalGas                       $664     $738
Energy Mgmt. Svcs                54      136
Other *                           2        3
                            -----------------
                                720      877
Less: Inter-segment              51       83
                            -----------------
                               $669     $794
                            =================

NET INCOME                  Three Months Ended
($ in Millions)                 March 31
                             1998       1997
                            -----------------
SoCalGas                       $47       $58
Energy Mgmt. Svcs.              (3)       (2)
International                   (2)
Parent & Other *                (2)       (6)
                            -----------------
                               $40       $50
                            =================


* Includes Sempra Energy Trading Corp. and consolidating entries



















<PAGE>PAGE 12


SOCALGAS OPERATIONS

Net  income  for the first quarter of 1998 was $47 million, compared  to  $58
million  for  the same period in 1997.  The decrease is primarily  due  to  a
lower  base  margin  established  in the PBR decision,  partially  offset  by
savings  resulting  from lower operating and maintenance  expenses  than  the
amounts authorized in rates.

The  table below compares SoCalGas' throughput and revenues by customer class
for the three months ended March 31, 1998 and 1997.

($ in Millions,      Gas Sales         Trans. & Exchg.          Total
vol. in billion
cubic feet)    Throughput  Revenue  Throughput  Revenue  Throughput  Revenue
1998:
Residential         96       $710         1        $ 4        97        $714
Comm'l/Ind'l.       24        153        81         66       105         219
Utility Elec.                            23         11        23          11
Wholesale                                41         13        41          13
Exchange                                  2                    2
               -------------------------------------------------------------
Total in Rates     120        863       148        $94       268         957
Balancing Accts.
& Other                                                                 (293)
                                                                        ----
Total Operating Rev.                                                    $664*
                                                                        ====

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
                ------------------------------------------------------------
Total in Rates     109       $741       136        $93       245         834
Balancing Accts.
& Other                                                                  (96)
                                                                        ----
Total Operating Rev.                                                    $738*
                                                                        ====
* Includes inter-segment transactions

Operating revenue decreased $74 million for the three months ended March  31,
1998   due to the margin reduction established in PBR and lower cost of  gas.
Total throughput increased 23 Bcf primarily due to colder weather during  the
first quarter of 1998 compared to 1997.




<PAGE>PAGE 13


Cost  of  gas  distributed was $301 million and $350 million  for  the  three
months  ended  March  31,  1998  and 1997,  respectively.   The  decrease  is
primarily due to a decrease in the average cost of gas purchased to $2.06 per
thousand  cubic feet (MCF) for the first quarter of 1998, compared  to  $2.90
per  MCF  for  the  first  quarter of 1997.   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,  1998
were $8 million lower compared to the same period in 1997, primarily due to a
continuing emphasis on reducing operating costs to remain competitive in  the
energy market place.

Recent CPUC Regulatory Activity

Under the Gas Cost Incentive Mechanism (GCIM), SoCalGas can recover all costs
within  a "tolerance band" above the benchmark price and refunds all  savings
within  a  "tolerance band" below the benchmark price.  The cost of purchases
or  savings outside the "tolerance band" are shared equally between customers
and shareholders.

SoCalGas' purchased gas costs were below the specified GCIM benchmark for the
annual  period ended March 1997.  In June 1997 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 mid-1998) is issued.

The  CPUC  has approved the use of gas futures for managing risks  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.


Regulatory Activity Influencing Future Performance

On  July  16,  1997,  the  CPUC issued its final decision  on  the  Company's
application for PBR, which was filed with the CPUC in 1995.

PBR  replaces the general rate case and certain other regulatory  proceedings
through  December  31,  2002.   Under PBR,  regulators  allow  future  income
potential  to  be  tied  to achieving or exceeding specific  performance  and
productivity  measures, rather than relying solely on expanding utility  rate
base   in  a  market  where  the  Company  already  has  a  highly  developed
infrastructure.  Key elements of the PBR include a reduction in  base  rates,
an indexing mechanism that limits future rate increases to the inflation rate
less  a  productivity factor, a sharing mechanism with customers if  earnings
exceed  the  authorized  rate  of return on ratebase,  and  rate  refunds  to
customers if service quality deteriorates.



<PAGE>PAGE 14


SoCalGas implemented the base margin reduction effective August 1, 1997,  and
all other PBR elements on January 1, 1998.  The CPUC intends the PBR decision
to  be  in effect for five years; however, the CPUC decision allows  for  the
possibility that changes to the PBR mechanism could be adopted in a  decision
to be issued in the Company's 1998 Biennial Cost Allocation Proceeding (BCAP)
application which is anticipated to become effective August 1, 1999.

Under  PBR,  annual cost of capital proceedings are replaced by an  automatic
adjustment  mechanism  if  changes  in  certain  indices  exceed  established
tolerances.  The mechanism is triggered if actual interest rates increase  or
decrease by more than 150 basis points and are forecasted to vary by at least
150  basis  points  for the next year.  If this occurs,  there  would  be  an
automatic adjustment of rates for the change in the cost of capital according
to  a  pre-established formula which applies a percentage of  the  change  to
various capital components.

For 1998, 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, the same as in 1997.

The  Company  has considered the effect of Statement of Financial  Accounting
Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and Long
-Lived  Assets  to  Be  Disposed Of" on the Company's  financial  statements,
including the potential effect of electric industry restructuring.   Although
the  Company  believes that the volume of gas transported  may  be  adversely
impacted  by  electric restructuring, it is not anticipated to result  in  an
impairment  of assets as defined in SFAS 121 because the expected  discounted
future  cash  flows  from  SoCalGas' investment  in  its  gas  transportation
infrastructure is greater than its carrying amount.

ENERGY MANAGEMENT SERVICES

Energy Management Services (EMS) consists of a number of operations including
an  interstate pipeline subsidiary, a subsidiary which operates and  develops
centralized  heating and cooling plants, and joint ventures with  Enova  that
provide  energy  products  and  services  and  integrated  energy  management
services including Sempra Energy Solutions.

Sempra  Energy  Solutions,  formed  in 1997,  incorporates  several  existing
unregulated  businesses  from each company.  It  is  pursuing  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.  CES/Way International, Inc., acquired in  January
1998,   provides   energy-efficiency  services   including   energy   audits,
engineering  design,  project  management,  construction  and  financing  and
contract maintenance.

EMS  operating  revenue  was  $54  million for  the  first  quarter  of  1998
representing a decrease of $82 million compared to the first quarter of 1997.

<PAGE>PAGE 15


The  decrease is primarily from operating revenues at Ensource in 1997, whose
operations  were  discontinued in late 1997 with the  acquisition  of  Sempra
Energy Trading.

EMS  had a net loss of $3 million for the three months ended March 31,  1998,
compared  to  a net loss of $2 million for the first quarter of  1997.   This
increase  is primarily due to start-up costs and increased operating expenses
of the unregulated businesses during the first quarter of 1998.

SEMPRA ENERGY TRADING

Sempra  Energy Trading Corp., jointly acquired by the Company  and  Enova  in
December   1997,   is  a  leading  natural  gas  and  power  marketing   firm
headquartered in Greenwich, Connecticut.

PE's  share  of Sempra Energy Trading Corp's results were a net  loss  of  $4
million  for  the three months ended March 31, 1998.  The loss was  primarily
due to the amortization of costs associated with the purchase of the company.

INTERNATIONAL OPERATIONS

In March 1998, PEI increased its existing investment in two Argentine natural
gas utility holding companies (Sodigas Pampeana S.A and Sodigas Sur S.A.)  by
purchasing  an  additional 9 percent interest for $40.1 million.   With  this
purchase,  PEI's  interest in the holding companies  was  increased  to  21.5
percent.

The net loss at Pacific Enterprises International (PEI) was $2 million in the
first  quarter  of  1998  compared to net income of $300,000  in  1997.   The
decrease is primarily due to increased expenses related to the evaluation  of
international opportunities.


PARENT COMPANY

Parent  company  income was $500,000, after-tax, for the three  months  ended
March  31, 1998, including interest expense.  This compares to losses  of  $8
million  for the same period in 1997.  The increase is primarily due  to  the
lower  interest  expense due to lower debt levels and  lower  merger  related
expenses.   Merger costs were $1 million and $3 million, after-tax,  for  the
three months ended March 31, 1998 and 1997, respectively.









<PAGE>PAGE 16


PART II. OTHER INFORMATION
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(b)  Reports on Form 8-K filed during the quarter ended March 31, 1998.
   Other Events - January 27, 1998, February 24, 1998, March 13, 1998
                  March 27, 1998







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)



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

Date: May 11, 1998