<PAGE>PAGE 1

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

                               FORM 10-Q/A

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

For the quarterly period ended         September 30, 1996
                              -------------------------------------

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 November  1,  1996  was
85,049,010.


                    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 per share amounts)

                                        Three Months Ended  Nine Months Ended
                                           September 30        September 30
                                        ------------------  -----------------
                                           1996    1995      1996    1995
                                          ------  ------    ------  ------
                                                     (Unaudited)

Revenues and Other Income:
 Operating revenues                         $596    $528    $1,787  $1,745
 Other                                         4       8        16      26
                                            ----    ----    ------  ------
     Total                                   600     536     1,803   1,771
                                            ----    ----    ------  ------
Expenses:
 Cost of gas distributed                     185     147       548     531
 Operating expenses                          217     188       631     644
 Depreciation and amortization                66      60       192     181
 Franchise payments and other taxes           22      23        73      75
 Preferred dividends of a subsidiary           1       3         6       9
                                            ----    ----    ------  ------
     Total                                   491     421     1,450   1,440
                                            ----    ----    ------  ------
Income from Operations
 Before Interest and Taxes                   109     115       353     331
Interest                                      25      27        76      84
                                            ----    ----    ------  ------
Income from Operations
 Before Income Taxes                          84      88       277     247
Income Taxes                                  36      41       122     110
                                            ----    ----    ------  ------
Net Income                                    48      47       155     137
Dividends on Preferred Stock                   1       2         4       8
Preferred stock original issue discount                          2
                                            ----    ----    ------  ------
Net Income Applicable to
 Common Stock                               $ 47    $ 45    $  149  $  129
                                            ====    ====    ======  ======
Net Income per Share of Common Stock        $.57    $.55     $1.80   $1.57
                                            ====    ====     =====   =====
Dividends Declared per Share of
 Common Stock                               $       $        $1.06   $1.00
                                            ====    ====     =====   =====
Weighted Average Number of Shares of
 Common Stock Outstanding (000)           82,758  82,320    82,618  82,227
                                          ======  ======    ======  ======
See Notes to Condensed Consolidated Financial Statements.

<PAGE>PAGE 3

                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                                   ASSETS
                            (Millions of Dollars)

                                        September 30  December 31
                                            1996          1995
                                         ----------   -----------
                                         (Unaudited)


Property, Plant and Equipment               $6,036       $5,909
  Less Accumulated Depreciation and
    Amortization                             2,809        2,627
                                            ------       ------
      Total property, plant and
        equipment-net                        3,227        3,282
                                            ------       ------
Current Assets:
  Cash and cash equivalents                    180          351
  Accounts receivable (less allowance
    for doubtful receivables of
    $19 million at September 30,1996 and
    $19 million at December 31, 1995)          272          423
  Income taxes receivable                       34           18
  Deferred income taxes                         77           17
  Gas in storage                                20           55
  Other inventories                             24           22
  Regulatory accounts receivable               265          246
  Prepaid expenses                              18           38
                                            ------       ------
      Total current assets                     890        1,170
                                            ------       ------

Other Investments                              108           53

Other Receivables                               16           18

Regulatory Assets                              621          645

Other Assets                                    96           91
                                            ------       ------
      Total                                 $4,958       $5,259
                                            ======       ======


See Notes to Condensed Consolidated Financial Statements.



<PAGE>PAGE 4
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                         CAPITALIZATION AND LIABILITIES
                            (Millions of Dollars)

                                          September 30    December 31
                                              1996           1995
                                           ---------      -----------
                                          (Unaudited)
Capitalization:
  Shareholders' equity:
    Capital stock
      Remarketed preferred                   $              $  108
      Preferred                                   80            80
      Common                                   1,117         1,111
                                             -------        ------
        Total capital stock                    1,197         1,299
    Retained earnings, after elimination
      of accumulated deficit of
      $452 million against common stock
      at December 31, 1992 as part of
      quasi-reorganization                       297           236
    Deferred compensation relating to
      Employee Stock Ownership Plan              (50)          (52)
                                             -------        ------
Total shareholders' equity                     1,444         1,483
  Preferred stocks of a subsidiary                95           195
  Long-term debt                               1,166         1,241
  Debt of Employee Stock Ownership Plan          130           130
                                             -------        ------
          Total capitalization                 2,835`        3,049
                                             -------        ------
Current Liabilities:
  Short-term debt                                193           234
  Accounts payable                               390           476
  Other taxes payable                             31            47
  Long-term debt due within one year              24           100
  Accrued interest                                44            44
  Other                                           99            64
                                             -------        ------
        Total current liabilities                781           965
                                             -------        ------
Long-Term Liabilities                            219           232
Customer Advances for Construction                44            47
Postretirement Benefits Other than Pensions      230           235
Deferred Income Taxes                            367           246
Deferred Investment Tax Credits                   65            67
Other Deferred Credits                           417           418
                                             -------        ------
        Total                                 $4,958        $5,259
                                             =======        ======
See Notes to Condensed Consolidated Financial Statements.

<PAGE>PAGE 5
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
               CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
                            (Millions of Dollars)
                                                    Nine Months Ended
                                                       September 30
                                                    -------------------
                                                     1996         1995
                                                    ------       ------
Cash Flows from Operating Activities:                  (Unaudited)
  Net Income                                        $ 155        $ 137
  Adjustments to reconcile net income
    to net cash provided by continuing
    operations:
      Depreciation and amortization                   192          181
      Deferred income taxes                             7           27
      Other                                           (34)         (27)
      Net change in other working capital
        components                                    175          363
                                                    -----        -----
          Net cash provided by operating
            activities                                495          681
                                                    -----        -----
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                        (127)        (150)
  Increase in other investments                       (55)          (4)
  Decrease in other receivables, regulatory
     assets and other assets                            4           29
                                                    -----        -----
           Net cash used in investing activities     (178)        (125)
                                                    -----        -----
Cash Flows from Financing Activities:
  Sale of common stock                                  6            4
  Redemption of preferred stock                      (208)         (30)
  Decrease in long-term debt                         (151)        (164)
  Decrease in short-term debt                         (41)        (194)
  Common dividends paid                               (88)         (83)
  Preferred dividends paid                             (6)          (8)
                                                    -----        -----
          Net cash used in financing activities      (488)        (475)
                                                    -----        -----
Increase (Decrease) in Cash and Cash Equivalents     (171)          81
Cash and Cash Equivalents, January 1                  351          287
                                                    -----        -----
Cash and cash equivalents, September 30             $ 180        $ 368
                                                    =====        =====
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
        Interest (net of amount capitalized)        $  75        $  82
                                                    =====        =====
        Income taxes                                $ 116        $ 137
                                                    =====        =====
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 (Company) and  Enova  Corporation
(Enova), the parent company of San Diego Gas & Electric, announced that their
Boards  of Directors had unanimously approved a business combination  of  the
two companies in a strategic merger of equals in a tax-free transaction to be
accounted for as a pooling of interests.  As a result of the combination, the
Company and Enova will become subsidiaries of a new holding company and their
common shareholders will become shareholders of the new holding company.   PE
common  shareholders will receive 1.5038 shares of new holding company  stock
for  each  of  their shares of PE common stock and Enova common  shareholders
will  receive one share of the new holding company common stock for  each  of
their  shares of Enova common stock.  Preferred stock of Pacific Enterprises,
Southern  California Gas Company and San Diego Gas and Electric  will  remain
outstanding.  The new 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 the Company's and Enova's shareholders
and approval by governmental and regulatory agencies including the California
Public  Utility Commission, Federal Energy Regulatory Commission,  Securities
and  Exchange Commission,  and Department of Justice.  Approval of the merger
is  expected  to occur in late 1997.  In the interim, the Company  and  Enova
Corporation intend to form a joint venture to provide integrated  energy  and
energy related products and services.

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,
1995 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, the Southern California Gas Company  (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 1996 financial statement presentation.

Income  taxes are calculated in accordance with SFAS 109.  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



<PAGE>PAGE 7


have  been  recognized  in  the financial statements  or  tax  returns.   For
additional  information regarding income taxes, see Footnote 4  of  Notes  to
Consolidated   Financial  Statements  in  the  December  31,   1995   Pacific
Enterprises' Form -10-K filing.

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 asset.  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  5  of  Notes  to  Consolidated
Financial Statements in the December 31, 1995 Pacific Enterprises' 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
substantially 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  September  30,  1996,  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   Form   10-Q   and
Management's  Discussion and Analysis of Financial Condition and  Results  of
Operations in the Company's 1995 Form 10-K.

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.

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   and
regulatory conditions, technological developments, inflation rates, weather

<PAGE>PAGE 8


conditions,  business decisions, and other uncertainties, all  of  which  are
difficult  to  predict and many of which are beyond the  control  of  Pacific
Enterprises  (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 $48 million  in  the  third
quarter of 1996 compared to $47 million in the third quarter of 1995.

Consolidated  earnings  continue  to reflect  the  positive  results  of  the
Company's primary subsidiary, the Southern California Gas Company (SoCalGas).
SoCalGas'  net income for the quarter is slightly above results from  a  year
ago  although its authorized return on equity for 1996 is 11.6 percent,  down
from  12  percent a year ago.  Additionally, SoCalGas also is absorbing  a  3
percent  productivity factor as part of a prior regulatory  settlement.   The
results   reflect   continued  operating  efficiency  and   reduced   capital
investment.

A  settlement  was reached by SoCalGas, major energy consumers,  other  major
energy  utilities, and the Public Utilities Commission's Office of  Ratepayer
Advocates  (ORA)  on SoCalGas' 1997 cost of capital proceedings.   Return  on
equity  will remain at 11.6 percent for 1997 and the common equity  component
of  the  capital  structure will increase to 48.0 percent from  47.4  percent
authorized  in  1996.   The  increase in the common  equity  component  could
potentially   add  $2  million  to  earnings  for  SoCalGas  in   1997.    An
administrative  law  judge (ALJ) of the California Public Utility  Commission
(CPUC) has ruled in favor of the cost of capital settlement.

SoCalGas  is continuing its efforts to implement Performance Based Ratemaking
(PBR)  in  regulatory proceedings before the CPUC.  If approved by the  CPUC,
PBR rates will be implemented sometime during the last half of 1997.

A  contract  agreement  on  wages and working  conditions  was  reached  with
SoCalGas' represented workers, which comprise approximately 73% of  the  full
time active workforce, in September 1996.

In  August,  Pacific  Enterprises International and  its  two  partners  were
awarded  Mexico's  first  natural  gas privatization  license,  allowing  the
consortium  to  build  and  operate  a natural  gas  distribution  system  in
Mexicali.

Finally,  the Company and Enova Corporation, the parent company of San  Diego
Gas  &  Electric  announced  that their Boards of Directors  had  unanimously
approved a business combination of the two companies in a strategic merger of


<PAGE>PAGE 9


equals  in  a  tax  free transaction to be accounted  for  as  a  pooling  of
interests.  See additional discussion in Note 1 to the Financial Statements.


CONSOLIDATED

Net income for the three months ended September 30, 1996 was $48 million,  or
$.57  per common share, compared to $47 million, or $.55 per common share  in
1995.

Net income for the nine months ended September 30, 1996 was $155 million,  or
$1.80 per common share compared to $137 million or $1.57 per common share  in
1995.

The  increase  for  the  nine  months  is  due  primarily  to  two  favorable
settlements totaling $13.6 million after-tax or $.16 per share and additional
operating  and  maintenance expense savings at SoCalGas.  One  settlement  is
from  gas  producers  for $5.6 million, after-tax, for  damages  incurred  to
Company  and  customer equipment as a result of impure gas supplies  and  the
other  reflects  the  resolution  of  environmental  insurance  claims  which
benefited   earnings  by  $8 million,  after-tax.  Also  having  an impact on
earnings  per  share  was a $2.4 million non-recurring reduction  to  reflect
underwriting  discounts related to the original issuance of  preferred  stock
repurchased during the first quarter.

Additionally,  1995 results included a charge of $4 million,  after-tax,  for
the resolution of certain power sales contract issues at Pacific Energy.

The effective tax rate for the third quarter 1996 was 42.9% compared to 46.9%
for  the  comparable period in 1995.  The tax rate for the nine months  ended
September 30, 1996 and 1995 was 44.1% and 44.5% respectively.  The lower 1996
tax rate reflects the impact of several favorable tax settlements.  It is the
policy  of the Company to review the effective tax rate on a quarterly  basis
and  make  adjustments as necessary to achieve the anticipated full year  tax
rate.

The  weighted  average number of shares of common stock  outstanding  in  the
third quarter of 1996 remained relatively unchanged from the third quarter of
1995 at 82.8 million shares.













<PAGE>PAGE 10


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

OPERATING REVENUES         Three Months Ended            Nine Months Ended
($ in Millions)               September 30                  September 30
                       1996      1995   % Change      1996    1995  % Change
                       ----------------------------------------------------
Utility                $575      $505       14%     $1,692  $1,690       -
Energy Mgmt. Svcs        64        53       21         160     155       3%
International                       1      n/m                   1      n/m
Parent & Other *          4         2      n/m          55       3      n/m
                       ----------------------------------------------------
                        643       561       15       1,907   1,849        3
Less: Intersegment       47        33       42         120     104       15
                       ----------------------------------------------------
                       $596      $528       13%     $1,787  $1,745       2%
                       ====================================================
NET INCOME                Three Months Ended            Nine Months Ended
($ in Millions)              September 30                  September 30
                       1996      1995   % Change      1996    1995  % Change
                       ----------------------------------------------------
Utility                 $51       $48        6%       $136    $146      (7%)
Energy Mgmt. Svcs         3         5      n/m           6      (2)     n/m
International            (2)       (1)     n/m          (3)     (1)     n/m
Parent & Other *         (4)       (5)     n/m          16      (6)     n/m
                       ----------------------------------------------------
                        $48       $47        2%       $155    $137      13%
                       ====================================================
* Includes consolidating entries
n/m - not meaningful

SOCALGAS OPERATIONS

Consolidated net income includes income of SoCalGas for the third quarter  of
1996 of $51 million, compared to $48 million for the same period in 1995.
For  the  nine  months ended September 30, 1996, SoCalGas'  income  was  $136
million compared to $146 million for the same period in 1995.  Excluding non-
recurring  items  (described  below),  results  for  the  nine  months   were
approximately even with last year.

SoCalGas'  year-to-date earnings decreased primarily due to a one  time  non-
cash charge in the second quarter of $26.6 million, after-tax, related to the
Comprehensive  Settlement of excess gas costs and other  regulatory  matters.
(See additional discussion of the non-cash charge below).

This   reduction   was   partially  offset  by  $13.6  million   after-taxes,
representing  one-time  favorable settlements.  One settlement  is  from  gas
producers, and the other reflects the resolution of environmental insurance
claims.

<PAGE>PAGE 11


Year-to-date  results were also reduced by $6.6 million,  after-tax,  due  to
lower  noncore  revenues and throughput.  In the first nine months  of  1996,
noncore  throughput fell below levels used by the CPUC in establishing  rates
as  a  result  of Utility Electric Generation (UEG) customers being  able  to
purchase  abundant, inexpensive hydro-generated electricity produced  due  to
abnormally high snow and rainfall last winter. Also having a negative  effect
on earnings was the decrease in the rate of return on common equity from 12.0
percent in 1995 to 11.6 percent in 1996.  Both of these were offset by  lower
than authorized operation and maintenance expenses.

The  table below compares SoCalGas' throughput and revenues by customer class
for the nine months ended September 30, 1996 and 1995.

($ in Millions,     Gas Sales         Trans. & Exchg.          Total
vol. in billion
cubic feet)    Throughput  Revenue  Throughput  Revenue  Throughput  Revenue
1996:
Residential        159     $1,118         2       $  6       161      $1,124
Comm'l/Ind'l.       61        351       215        173       276         524
Utility Elec.                           109         61       109          61
Wholesale                                94         48        94          48
Exchange                                  4                    4
               -------------------------------------------------------------
Total in Rates     220     $1,469       424       $288       644       1,757
Bal. & Other                                                             (65)
Total  Op. Rev.                                                        $1,692
======
1995:
Residential        172     $1,254         2       $  5       174      $1,259
Comm'l/Ind'l.       75        443       185        146       260         589
Utility Elec.                           168         92       168          92
Wholesale            4          7        95         41        99          48
Exchange                                 10          1        10           1
               -------------------------------------------------------------
Total in Rates     251     $1,704       460       $285       711       1,989
Bal. & Other                                                            (299)
Total Op. Rev.                                                        $1,690
                                                                      ======



Operating revenue increased $70 million and $2 million for the three and nine
months  ended  September 30, 1996, respectively.  The increase  in  operating
revenues  for  the  quarter is primarily due to higher gas costs  and  higher
operating  and  maintenance expense in the quarter.  Since  these  costs  are
recoverable  in  rates,  they  are also recorded  as  revenues  resulting  in
increased  revenues  in  1996 (see Note 2 - Notes to  Condensed  Consolidated
Financial Statements [unaudited] for a discussion of accounting policies).



<PAGE>PAGE 12


As part of the Comprehensive Settlement which resolved future excess gas cost
issues, the CPUC ruled that rates charged to noncore customers for the  five-
year  period ending August 1, 1999 would be based on actual volumes delivered
in  1991.   SoCalGas  was permitted to retain any revenue  enhancements  from
throughput  exceeding  these  levels subject to  a  crediting  mechanism  for
revenues in excess of certain limits.  SoCalGas estimated the amount of these
future  revenue enhancements and applied them to reduce the 1993  charge  for
the Comprehensive Settlement.

Due  to continuing developments in the CPUC's regulatory restructuring of the
electric utility industry, SoCalGas now anticipates that future throughput to
noncore customers will not meet levels projected in 1993 at the time  of  the
Comprehensive Settlement.  Consequently, it believes it will not realize  the
remaining revenue enhancements that were applied to offset the costs  of  the
Comprehensive  Settlement and in the second quarter charged  that  amount  to
revenues resulting in a reduction in earnings of $26.6 million after-tax.  In
connection  with  the  1992 quasi-reorganization, the Company  established  a
reserve  for  excess  gas costs and consequently, the  charge   to  SoCalGas'
income  had no effect on consolidated income.  The assets and liabilities  of
SoCalGas  were  not  adjusted in connection with the quasi-reorganization  in
1992,  since it is a regulated entity whose assets and liabilities,  for  the
most  part,  are  recorded on the basis of future rate recovery.   While  the
Company  is  not  pleased  that the cost of the Comprehensive  Settlement  is
greater than originally estimated, the Company continues to believe that this
is a good settlement which enhances SoCalGas' competitive position.

Throughput,  the  total  gas sales and transportation volumes  moved  through
SoCalGas'  system, decreased in 1996 as a result of lower demands,  primarily
by  UEG customers.  This was the result of an abundance of inexpensive hydro-
electricity.   The  availability  of  hydro-generated  electricity  has  been
declining through the third quarter and is now closer to normal levels.

Cost  of gas distributed was $201 million and $594 million for the three  and
nine  months  ended September 30, 1996.  This represents an increase  of  $37
million  and  $18 million compared to the same periods in 1995, respectively.
The  increase  is  primarily due to an increase in the average  cost  of  gas
purchased to $1.78 per million cubic feet (MCF) for the third quarter of 1996
compared  to $1.58 per MCF for the third quarter of 1995.  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 and  nine months  ended
September   30,  1996  increased  $24  million  and  decreased  $3   million,
respectively,  when compared to 1995.  As a result of the completion  of  the
Company's reorganization to business units on July 1, 1995, certain  expenses
were  not incurred in the third quarter 1995 as originally planned, but, were
incurred later in the year.  Also, a lump sum bonus totaling $5.7 million was
paid  to  represented employees in September 1996 as a result  of  the  union
contract signing.


<PAGE>PAGE 13


Depreciation  and amortization expense increased $6 million and  $11  million
for  the  three and nine months ended September 30, 1996, respectively,  when
compared  to  1995.   The  increase is partially due to  the  completion  and
installation  of  the  Customer Information System in April  1996  which  was
capitalized at $65 million and has a ten-year life.


RECENT CPUC REGULATORY ACTIVITY

Under the Gas Cost Incentive Mechanism (GCIM), SoCalGas can recover all costs
in  excess  of a benchmark level to the extent they fall within  a  tolerance
band  which extends to 4 percent above the benchmark.  If SoCalGas'  cost  of
gas  exceeds  the tolerance level, then 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 $12.4 million below  the  specified  GCIM
benchmark  for the period April 1995 to March 1996.  A filing has  been  made
with  the  CPUC requesting a $6.2 million reward for shareholders  under  the
procurement  portion of the incentive mechanism.  The reward amount  will  be
recognized in income when a final CPUC decision has been issued.

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


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  a "Performance  Based  Regulation"  (PBR)
application with the CPUC to replace the general rate case and certain other
regulatory  proceedings.   This new approach,  if  adopted  as  filed,  would
maintain cost based rates at inflation less a productivity factor, but  would
link financial performance with changes in productivity, increased gas usage,
and   new  products  and  services.   In  May  1996,  SoCalGas  submitted   a
supplemental PBR filing to the CPUC proposing that customer rates be  reduced
by approximately $62 million, or 4% from current levels.

In  a  report  issued  in October 1996, the ORA proposed an  additional  $162
million   rate  reduction.   It  is  expected  a  number  of  these  proposed
disallowances  will  be  overturned due  to  possible  errors  in  the  ORA's
assumptions and calculations.  Other areas of disallowances would  result  in
discontinuance of programs, which, if approved, would result in  no  negative
impact on SoCalGas' earnings.




<PAGE>PAGE 14


While  it  is  not  the Company's policy to predict the ultimate  outcome  of
regulatory  proceedings, given the nature of the proposed  disallowances  and
SoCalGas'  ability  to  manage its business within  the  constraints  of  the
regulatory  environment, the Company does not believe that the proposed  rate
reduction  will  have a materially negative impact on its earnings.  Per  the
procedural schedule adopted by the CPUC, open hearings on the application are
scheduled to begin in mid-November.  A final decision would then be  expected
in the summer of 1997.

In  March 1996, SoCalGas  filed  its 1996 Biennial Cost Allocation Proceeding
with the CPUC.  In its filing, SoCalGas is seeking a total rate reduction  of
$138  million.  The rate reduction reflects amounts previously  collected  in
rates,  but  not expended for conservation programs, research and development
programs and purchased gas costs.  A CPUC decision is expected in the  fourth
quarter.

In August 1996, a settlement was reached by SoCalGas, major energy consumers,
other  major energy utilities, and the ORA on SoCalGas' 1997 cost of capital.
The  settlement,  which  avoided  potential costly  administrative  hearings,
allows SoCalGas an authorized return on common equity of 11.6 percent  and  a
9.49 percent return on rate base.  Also allowed was a 60 basis point increase
in  SoCalGas' authorized common equity ratio to 48.0 percent. The increase in
the  common equity component will potentially add $2 million to earnings  for
SoCalGas  in  1997.  An ALJ has issued a ruling in support  of  the  cost  of
capital settlement.  The CPUC is expected to issue its decision in the fourth
quarter of 1996.

As  discussed  in  the 1995 Form 10-K, existing interstate pipeline  capacity
into  California exceeds current demand by over 1 billion cubic feet per day.
Costs  of  unsubscribed  capacity  may be charged  back  to  firm  customers.
However,  the  Federal  Energy Regulatory Commission (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.  A settlement
was  also reached with El Paso, in which customers, including SoCalGas,  will
pay  for  a  portion of the unused capacity.  The customers may also  receive
credits from El Paso for unused capacity sold.  The settlement is for a  ten-
year  period and is awaiting approval by the FERC.  SoCalGas expects a ruling
will be issued in the first half of 1997.

The  Company believes that the FERC approved settlement with Transwestern and
the  proposed settlement with El Paso will not have a significant  impact  on
liquidity  or on the results of operations as a result of the requirement  to
subsidize   unsubscribed  pipeline  costs  for  a  five-year   period.    The
settlements  result in a reduction in the costs that SoCalGas could  possibly
have  to  pay  in  the future as a result of unsubscribed pipeline  capacity.
While  the  inclusion  in  SoCalGas'  rates  of  any  costs  associated  with
unsubscribed pipeline capacity may impact SoCalGas' ability to compete in



<PAGE>PAGE 15


highly  contested  markets, the Company does not believe its  inclusion  will
have a significant impact on volumes transported or sold.

As  part of its continuing evaluation of the impact of electric restructuring
on  SoCalGas,  the Company reviewed the requirements of SFAS 121  "Accounting
for  the Impairment of Long Lived Assets and Long Lived Assets to be Disposed
of."   Although  Management believes that the volume of  gas  transported  by
SoCalGas 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 discounted future cash flows  from  SoCalGas'
investment  in  its  gas transportation infrastructure is  greater  than  its
carrying amount.


OTHER UTILITY ACTIVITY

Approximately 5,500 field, clerical and technical employees of  SoCalGas  are
represented  by  the Utility Workers' Union of America or  the  International
Chemical Workers' Union.  In June, a union decertification petition was filed
with  the  National Labor Relations Board (NLRB) by members of the  Company's
unions.   The petition was withdrawn by the represented employees  supporting
the petition drive in August 1996.

In September 1996, SoCalGas' represented employees approved a new contract on
wages and working conditions which will expire on March 31, 1998.  This
agreement provides the basis for a constructive working relationship  between
SoCalGas  and  the Unions to better address business issues.  Key  provisions
give  SoCalGas  the  flexibility to create a 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 have employment  security  for
the  duration of the contract.  Additionally, these employees received a  2.7
percent lump sum signing bonus in September 1996 which totaled $5.7 million.

For  additional information, see the discussion under the caption "Management
Discussion   and  Analysis - Factors Influencing Future Performance"  in  the
Company's 1995 Form 10-K.


ENERGY MANAGEMENT SERVICES

Operating  revenue was $64 million and $160 million for the  three  and  nine
months  ended September 30, 1996.  This represents an increase of $11 million
and  $5  million  from  results in 1995.  The increase  for  the  quarter  is
primarily  due  to  higher  current year gas  prices  at  Pacific  Interstate
partially offset by lower contract rates at Pacific Energy.

Net  income  of  Energy  Management Services (EMS) was  $6  million  in  1996
compared to a loss of $2 million in 1995.  The improved financial result is

<PAGE>PAGE 16


primarily  due  to  a 1995 nonrecurring charges of $4 million  after-tax  for
certain  power  sales contract restructuring issues and $4  million  for  the
write-down of certain assets.  This improvement is partially offset by  lower
1996 revenues at the operating plants.


INTERNATIONAL OPERATIONS

Pacific Enterprises International (PEI) began operations in March 1995.   Net
loss at PEI was $3 million in 1996 compared to a loss of $1 million in 1995.

Higher  general  and  administrative expenses  result  from  nine  months  of
operations in 1996 compared to six months in 1995.  This was partially offset
by a $2.1 million, pre-tax, cash dividend received from its investment in two
Argentina holding companies in the second quarter of 1996.

On  April 10, PEI completed an acquisition of a 12.5 percent interest in  two
utility holding companies that control natural gas distribution utilities  in
Argentina.   The  acquisition price was $48.5 million.   These  utilities  in
central  and southern Argentina deliver about 625 million cubic feet  of  gas
per  day to one  million  customers.  PEI has a role in actively managing the
utility  operations  by  providing expertise in  areas  such  as  underground
storage,  marketing gas usage and billing and collections to help  grow  this
investment.  On May 10, 1996, PEI received a $2.1 million dividend  (pre-tax)
from the utility holding companies.

On  August  12,  1996,  PEI,  and two partners were  awarded  Mexico's  first
privatization license allowing the consortium to build and operate a  natural
gas   distribution  system  in  Mexicali.   The  franchise  was  awarded   to
Distribuidora de Gas Natural de Mexicali S. de R.L. de C.V. (DGN), a  Mexican
company  formed  by PEI, Enova International (affiliate of San  Diego  Gas  &
Electric) and Proxima Gas.  DGN will invest approximately $20 to $25  million
during  an  initial five-year period to provide service to more  than  25,000
commercial, industrial and residential users.


PARENT COMPANY

Parent company expense was $3 million and $10 million for the three and  nine
months  ended  September 30, 1996, respectively, including interest  expense.
This  compares to expense of $6 million and $16 million for the same  periods
in 1995.  Expenses are lower in 1996 as 1995 results include costs related to
the reorganization of the Company into business units which was completed  in
July 1995.


CAPITAL RESOURCES AND LIQUIDITY

Cash  flows from operations were $75 million and $495 million for  the  three
and nine months ended September 30, 1996, respectively.  This represents a

<PAGE>PAGE 17


decrease  of  $31  million  and $186 million, respectively  from  1995.   The
decrease for the three and nine months is primarily due to higher collections
of regulatory accounts receivable in 1995 compared to 1996.

Capital expenditures were $41 million and $127 million for the three and nine
months ended September 30, 1996, respectively.  This represents a decrease of
$10 million and $23 million, respectively from 1995. Capital expenditures are
estimated  to  be  $225  million in 1996, and will be financed  primarily  by
internally generated funds.

Cash  flows  from financing activities were $488 million for the nine  months
ended  September 30, 1996.  This represents a preferred stock  redemption  of
$210 million, repayment of commercial paper of $107 million and redemption of
$67  million  of  Swiss  Franc  bonds and payment  of  common  and  preferred
dividends of $94 million.

Of the preferred stock redeemed, $110 million was Parent Remarketed, Series A
preferred  stocks,  $50  million  was  SoCalGas  Series  A  Flexible  Auction
preferred  stock  and  $50  million was SoCalGas Series  C  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 issue underwriting discount.

On April 30, 1996, investors put back $67 million of SoCalGas perpetual Swiss
Franc bonds representing 90% of the total $75 million outstanding.  The  next
available  put  date for the outstanding balance is the year 2006.   SoCalGas
borrowed these funds from the Parent and anticipates refinancing this  amount
through the issuance of medium-term notes.

Cash  and  cash equivalents at September 30, 1996 were $180 million,  all  of
which  is  non-utility cash.  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  during
the next few years.

The  Company paid dividends of $88 million on common stock and $6 million  on
preferred stock for a total of $94 million.  This compares to $91 million  in
1995.   The  increase in 1996 is due to the increase in the quarterly  common
stock  dividend rate in the second quarter of 1996 partially offset by  lower
preferred dividends.

The  quarterly  dividend rate was increased to $.34 per share in  the  second
quarter of 1995 and to $.36 per share in the second quarter of 1996.

In April, 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.  As of September  30,  1996,  the
Company has not repurchased any shares under this program.



<PAGE>PAGE 18


PART II. OTHER INFORMATION

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

(b)  There  were  no  reports  on  Form 8-K filed during  the  quarter  ended
     September 30, 1996.

      Reports on Form 8-K filed subsequent to the quarter ended September 30,
1996 were as follows:

     Item 5 - Other Events - October 15, 1996



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: February 5, 1997