<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         June 30, 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.)

101 Ash Street, San Diego, California                          92101
--------------------------------------------------------------------
                (Address of principal executive offices)
                               (Zip Code)

                             (619) 696-2000
          ----------------------------------------------------------
         (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   
    -----        -----

Common stock outstanding:             Wholly owned by Sempra Energy



<PAGE>PAGE 2
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
                        PACIFIC ENTERPRISES AND SUBSIDIARIES
                     STATEMENT OF CONSOLIDATED INCOME(unaudited)
                             (In millions of dollars)

<CAPTION>
                                       Three Months Ended  Six Months Ended
                                           June 30               June 30
                                       ------------------  ----------------
                                       1998      1997       1998     1997
                                       ----     -----       ----     ---- 
<S>                                    <C>       <C>       <C>     <C>
Revenues:
 Operating revenues                    $581      $592     $1,250   $1,386
 Other                                    4         6         13       15
                                       ----      ----      -----    -----
Total revenues                          585       598      1,263    1,401
                                       ----      ----      -----    -----
Expenses:
 Cost of gas distributed                168       162        458      506
 Operating expenses                     283       221        480      470
 Depreciation and amortization           64        64        128      128
 Franchise fees and other taxes          26        22         55       50
 Preferred dividends of subsidiaries     --         1          1        3
                                       ----      ----      -----    -----
Total operating expenses                541       470      1,122    1,157
                                       ----      ----      -----    -----
Income Before Interest
 and Income Taxes                        44       128        141      244
Interest                                 16        25         35       51
                                       ----      ----      -----    -----
Income Before Income Taxes               28       103        106      193
Income Taxes                             16        46         54       86
                                       ----      ----      -----    -----
Net Income                               12        57         52      107
Dividends on Preferred Stock              1         1          2        2
                                       ----      ----      -----    -----
Earnings Applicable to
 Common Stock                           $11       $56        $50     $105
                                       ====      ====      =====    =====

See Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>PAGE 3
<TABLE>
                  PACIFIC ENTERPRISES AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEET
                                ASSETS
                        (In millions of dollars)
                                   
<CAPTION>
                                          June 30     December 31
                                            1998         1997
                                         (unaudited)
                                         ----------   ---------
<S>                                        <C>          <C>    
Current Assets:
  Cash and cash equivalents                $  56        $  153
  Accounts and notes receivable              419           530
  Income taxes receivable                     77             3
  Regulatory balancing accounts - net         --           355
  Deferred income taxes                       23            --  
  Inventories                                 34            41
  Prepaid expenses                            12            21
                                           -----         -----
      Total current assets                   621         1,103
                                           -----         -----

Property, Plant and Equipment              6,161         6,097
  Less Accumulated Depreciation and
    Amortization                           3,060         2,943
                                          ------        ------
      Total property, plant and
        equipment - net                    3,101         3,154
                                          ------        ------
Deferred Charges and Other Assets:
  Other investments                          142           191
  Other receivables                          158            62
  Regulatory assets                          392           394
  Other assets                                79            73
                                          ------        ------
      Total deferred charges and
         other assets                        771           720
                                          ------        ------
      Total                               $4,493        $4,977
                                          ======        ======

See Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>PAGE 4
<TABLE>
                    PACIFIC ENTERPRISES AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                     LIABILITIES AND SHAREHOLDER EQUITY
                         (In millions of dollars)

<CAPTION>
                                              June 30    December 31
                                                1998        1997
                                            (unaudited)
                                             ---------   ----------
<S>                                           <C>         <C>
Current Liabilities:
  Short-term debt                             $   49       $ 354
  Long-term debt due within one year               1         148
  Accounts payable                               393         437
  Accrued interest                                49          52
  Deferred income taxes                           --           7
  Taxes payable                                   21          30
  Regulatory balancing accounts - net             62          --
  Other                                           93          87
                                               -----      ------
      Total current liabilities                  668       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:
  Customer advances for construction              30          34
  Post-retirement benefits other than pensions   207         217
  Deferred income taxes                          280         272
  Deferred investment tax credits                 59          61
  Other deferred credits                         404         413
  Other long-term liabilities                    209         183
                                               -----      ------
      Total deferred credits and
        other liabilities                      1,189       1,180
                                               -----      ------
Preferred Stock of Subsidiary                     20          95
                                               -----      ------
Shareholder's Equity:
  Capital stock:
    Preferred                                     80          80
    Common                                     1,091       1,064
                                              ------      ------
      Total capital stock                      1,171       1,144
  Retained earnings                              302         372
  Deferred compensation relating to
    Employee Stock Ownership Plan                (46)        (47)
                                              ------      ------
      Total shareholder's equity               1,427       1,469
                                              ------      ------
          Total                               $4,493      $4,977
                                              ======      ======

See Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>PAGE 5
<TABLE>

                       PACIFIC ENTERPRISES AND SUBSIDIARIES
              CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS(unaudited)
                           (In millions of dollars)
<CAPTION>
                                                      Six Months Ended
                                                           June 30    
                                                      -----------------
                                                      1998       1997
                                                     ------     ------


<S>                                                  <C>         <C>
Cash Flows from Operating Activities:
  Net Income                                         $   52      $ 107
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and amortization                     128        128
      Deferred income taxes                               6          8
      Other                                              (1)         5
      Net change in other working capital                             
        components                                      368         79
                                                     ------      -----
        Net cash provided by operating 
          activities                                    553        327
                                                     ------      -----
Cash Flows from Financing Activities:
  Common dividends paid                                 (97)       (61)
  Preferred dividends paid                               (2)        (2)
  Payment on long-term debt                            (151)      (172)
  Increase(decrease)in short-term debt                 (305)         2
  Issuance of long-term debt                             75         --
  Sale of common stock                                   27          9
  Redemption of preferred stock of a subsidiary         (75)       (42)
                                                     -------     ------
        Net cash used in financing activities          (528)      (266)
                                                     -------     ------
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                           (72)      (106)
  Increase in other investments                         (70)       (33)
  Decrease in other receivables, regulatory                       
     assets and other assets                             20         34
                                                     ------      -----
         Net cash used in investing activities         (122)      (105)
                                                     ------      -----
Decrease in Cash and Cash Equivalents                   (97)       (44)
Cash and Cash Equivalents, beginning of period          153        256
                                                     ------     ------
Cash and Cash Equivalents, end of period               $ 56      $ 212
                                                     ======     ======
Supplemental Disclosure of Cash Flow Information:
      Income tax payments, net of refunds             $ 153      $  69
                                                     ======     ======
      Interest payments, net of amount capitalized    $  38      $  67
                                                     ======     ======
Supplemental Schedule of Noncash Activities:
      Dividend of property to Sempra Energy           $  23      $  -- 
                                                     ======     ======

See Notes to Consolidated Financial Statements.
</TABLE>


<PAGE>PAGE 6
PACIFIC ENTERPRISES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  GENERAL

This Quarterly Report on Form 10-Q is a filing of Pacific 
Enterprises (PE), the parent company of Southern California Gas 
Company (SoCalGas).  The financial statements presented herein 
represent the consolidated statements of PE and its subsidiaries.

The accompanying consolidated financial statements have been 
prepared in accordance with the interim-reporting requirements of 
Form 10-Q. This quarterly report should be read in conjunction with 
PE's 1997 Annual Report on Form 10-K which includes the financial 
statements and notes thereto, its Quarterly Report on Form 10-Q for 
the three months ended March 31, 1998, and the Current Report on 
Form 8-K filed by Sempra Energy (Commission no. 1-14201) with the 
Securities and Exchange Commission on June 30, 1998 in connection 
with the completion of the business combination of Pacific 
Enterprises and Enova Corporation.

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 to prior presentations to conform to 
the current financial statement presentation.  

In conformity with generally accepted accounting principles, 
SoCalGas' accounting policies reflect the financial effects of rate 
regulation authorized by the California Public Utilities Commission 
(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.

2.  BUSINESS COMBINATION

On June 26, 1998 (pursuant to an October 1996 agreement), Enova 
Corporation (Enova), and Pacific Enterprises combined the two 
companies into a new company named Sempra Energy. As a result of 
the combination, (i) each outstanding share of common stock of 
Enova was converted into one share of common stock of Sempra 
Energy, (ii) each outstanding share of common stock of PE was 
converted into 1.5038 shares of common stock of Sempra Energy and 
(iii) the preferred stock and/or preference stock of Enova's 
principal subsidiary, San Diego Gas & Electric Company (SDG&E), PE 
and SoCalGas remain outstanding. Additional information on the 
business combination is discussed in the Current Report on Form 8-K 
filed by Sempra Energy (Commission no. 1-14201) on June 30, 1998 
and incorporated herein by reference.

Expenses incurred in connection with the business combination are 
$32 million and $7 million, after-tax, for the six-month periods 
ended June 30, 1998 and 1997, respectively.  These costs consist 
primarily of employee-related costs, and investment banking, legal, 
regulatory and consulting fees.

3.  CONTINGENT LIABILITIES

QUASI-REORGANIZATION.  During 1993, the Company completed a 
strategic plan to refocus on its natural gas utility and related 

<PAGE>PAGE 7
businesses.  The strategy included the divestiture of the Company's 
merchandising 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 June 30, 1998, management believes 
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 Standards No. 
130 "Reporting Comprehensive Income."  Comprehensive income for the 
three-month and the six-month periods ended June 30, 1998 and 1997 
was equal to net income.

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

The following discussion should be read in conjunction with the 
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 1997 
Annual Report on Form 10-K.

INFORMATION REGARDING FORWARD-LOOKING COMMENTS

The following discussion includes forward-looking statements within 
the definition of Section 27A of the Securities Act of 1933 and 
Section 21E of the Securities Exchange Act of 1934. The words 
"estimates", "believes", "expects", "anticipates", "plans" and 
"intends," variations of such words, and similar expressions are 
intended to identify forward-looking statements that involve risks 
and uncertainties. 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, interest rates, energy markets, weather 
conditions, business and regulatory or legal 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.

BUSINESS COMBINATION

See Note 2 of the notes to consolidated financial statements. 

CAPITAL RESOURCES AND LIQUIDITY

Cash flows from operations increased $226 million from the 
corresponding period in 1997.  The increase is primarily due to gas 
costs' being lower than amounts collected in rates (resulting in a 
decrease in previously undercollected regulatory balancing 
accounts) and an increase in gas volumes sold.

Expenditures for property, plant and equipment are estimated to be 
$200 million in 1998, will be financed primarily by internally 
generated funds, and largely will represent investment in SoCalGas 
operations.

Investments of $70 million for the six-month period ended June 30, 
1998 represent additional investment in Argentine utility 

<PAGE>PAGE 8
operations and the acquisition of CES/Way International, Inc., 
which is discussed further below. Investments of $33 million for 
the six-month period ended June 30, 1997 represent investments in 
energy joint ventures.

Cash used for financing activities increased 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 for a total 
cost of $75 million, including unpaid dividends.

The common stock dividend increase in 1998 is due to the 
accelerated payment of the third-quarter dividend and increases in 
the quarterly 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.

The cash and cash equivalents at June 30, 1998 are available for 
investment in new energy-related domestic and international 
projects, the retirement of debt, and other corporate purposes. 

CONSOLIDATED RESULTS OF OPERATIONS

Consolidated earnings consist primarily of the results from 
SoCalGas.  SoCalGas' net income for the six-month period ended June 
30, 1998 decreased to $65 million from $132 million in 1997, 
primarily due to the lower base margin established in the 
Performance Based Regulation (PBR) decision which became effective 
on August 1, 1997 (see below) and the business combination costs 
discussed in Note 2 of the notes to consolidated financial 
statements.

Also contributing to lower net income were operating losses at two 
joint ventures with Enova: Sempra Energy Solutions and Sempra 
Energy Trading.  In addition, Pacific Enterprises International had 
greater operating costs in the three-month and six-month periods 
ended June 30, 1998 compared to the corresponding periods of 1997, 
from efforts to develop international operations.

<PAGE>PAGE 9
SOCALGAS OPERATIONS

The table below compares the Company's throughput and revenues by 
customer class for the six-month periods ended June 30, 1998 and 
1997.

<TABLE>
<CAPTION>
                                               Transportation
                             Gas Sales          and Exchanges            Total        
                         -------------------  -------------------  -------------------
                         Throughput  Revenue  Throughput  Revenue  Throughput  Revenue
                        (Revenues in millions of dollars, volume in billion cubic feet)
                         -------------------  -------------------  -------------------
<S>                          <C>     <C>          <C>     <C>          <C>     <C>
1998:
Residential                  154     $1,153         2     $  7         156     $1,160
Commercial and industrial     43        259       157      136         200        395
Utility electric           
  generation                                       40       20          40         20
Wholesale                                          74       30          74         30
Exchange                                            3                    3
                         -------------------  -------------------  -------------------
Total in rates               197     $1,412       276     $193         473      1,605
Balancing accounts and other                                                     (363)
                                                                               -------
Total operating revenues                                                       $1,242
                                                                               =======

1997:
Residential                  128     $  866         1     $  5         129       $871
Commercial and industrial     44        280       149      124         193        404
Utility electric 
  generation                                       56       28          56         28
Wholesale                                          69       31          69         31
Exchange                                            2        1           2          1
                         ------------------  -------------------  -------------------
Total in rates               172     $1,146       277     $189         449      1,335
Balancing accounts and other                                                      (32)
                                                                               ------
Total operating revenues                                                       $1,303
                                                                               ======
</TABLE>

The decrease in year-to-date operating revenues is primarily due to 
the margin reduction established in PBR and lower prices for gas.  
The increase in total throughput was primarily due to colder 
weather in 1998 compared to 1997.

The decrease in the cost of gas is primarily due to a decrease in 
the average cost of gas purchased to $2.11 per thousand cubic feet 
(MCF) for the six-month period ended June 30, 1998, compared to 
$2.45 per MCF in the corresponding period of 1997.  Under the 
current regulatory framework, changes in revenue resulting from 
core market changes in volumes and cost of gas do not affect net 
income.

The $69 million increase in SoCalGas' operating and maintenance 
expense is primarily due to the business-combination costs 
discussed in Note 2 of the notes to consolidated financial 
statements and the favorable settlements of contingencies in the 
first half of 1997.

Recent CPUC Regulatory Activity

Under the Gas Cost Incentive Mechanism (GCIM), SoCalGas can recover 
all costs within the "tolerance band" above the benchmark price and 
refunds all savings within the tolerance band below the benchmark 

<PAGE>PAGE 10
price.  The cost of purchases or savings outside the tolerance band 
is shared equally between customers and shareholders.

SoCalGas' 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.  A reward of $11 
million was approved by the CPUC in June 1998 and is included in 
income for the three-month period ended June 30, 1998. 

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 rate base, and rate refunds 
to customers if service quality deteriorates.

SoCalGas implemented the base-margin reduction on 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 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" (SFAS 121) on  
its 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 
undiscounted future cash flows from SoCalGas' gas transportation 
infrastructure are greater than the assets' carrying amount.

<PAGE>PAGE 11
OTHER OPERATIONS

Sempra Energy Solutions

Sempra Energy Solutions (Solutions), formed in 1997 and owned 
equally by PE and Enova, incorporates several existing unregulated 
businesses from each of PE and Enova.  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. (CES/Way) acquired by Solutions in January 1998 
provides energy-efficiency services including energy audits, 
engineering design, project management, construction, financing and 
contract maintenance.

Energy Management Services 

Energy Management Services (EMS) contributed a significant portion 
of its activities to Solutions and is considering contributing its 
remaining activities to other subsidiaries of Sempra Energy in the 
near future. Other than Solutions, EMS's activities include an 
interstate pipeline and centralized heating and cooling plants.

Sempra Energy Trading

Sempra Energy Trading Corp. (Trading), jointly acquired by the 
Company and Enova on December 31, 1997, is a leading natural gas 
and power marketing firm headquartered in Greenwich, Connecticut.

PE's share of Trading's results was a net loss of $3 million for 
the six-month period ended June 30, 1998.  The loss was primarily 
due to the amortization of costs associated with the purchase of 
Trading.

International Operations

In March 1998, PE 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 million.  With this purchase, PE's interest in the 
holding companies was increased to 21.5 percent.

The net loss for international operations was $5 million for each 
of the six-month periods ended June 30, 1998 and 1997.

Other

Consolidated results benefited from the lower interest expense, 
which was due to the favorable resolution of contingencies and 
lower levels of debt. 

PART II.  OTHER INFORMATION

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

(a)  Exhibits  

        Exhibit 27 - Financial Data Schedules 
 
        27.1 Financial Data Schedule for the six months ended 
             June 30, 1998 for PE. 
 
(b)  Reports on Form 8-K 

      A Current Report on Form 8-K filed on July 1, 1998 announced the
      completion of the business combination between Enova Corporation
      and Pacific Enterprises, and the related changes in control.

<PAGE>PAGE 12
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly cause this report to be signed on its 
behalf by the undersigned thereunto duly authorized.


                                       PACIFIC ENTERPRISES
                                       -------------------
                                           (Registrant)





                                   
Date: August 14, 1998            By:       /s/ F. H. Ault
                                  ------------------------------

                                          F. H. Ault
                                   Vice President and Controller