<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, 1997
                              -------------------------------------

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

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

        California                                  94-0743670
-------------------------------                 -------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

555 West Fifth Street, Suite 2900, Los Angeles, California 90013-1011
----------------------------------------------------------------------
                (Address of principal executive offices)
                               (Zip Code)

                             (213) 895-5000
      ----------------------------------------------------------
         (Registrant's telephone number, including area code)

Indicate  by  check  mark whether the registrant (1) has  filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.

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

The  number  of  shares of common stock outstanding on August  12,  1997  was
83,306,332.

                    PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
<PAGE>PAGE 2
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                 CONDENSED STATEMENT OF CONSOLIDATED INCOME
                       (Dollars are in Millions
               except number of shares and per share amounts)
                                 (Unaudited)
                                    Three Months Ended       Six Months Ended
                                         June 30                  June 30
                                    ------------------      -----------------
                                        1997    1996            1997    1996
                                       ------  ------         ------  ------
Revenues and Other Income:
 Utility operating revenues             $571    $549          $1,302  $1,169
 Other operating revenues                 21      11              84      22
 Other                                     6       6              15      12
                                        ----    ----           -----   -----
     Total                               598     566           1,401   1,203
                                        ----    ----           -----   -----
Expenses:
 Utility cost of gas distributed         162     128             506     363
 Other cost of sales                       5       6              52      12
 Operating expenses                      216     219             418     402
 Depreciation and amortization            64      64             128     126
 Franchise payments and other taxes       22      21              50      51
 Preferred dividends of a subsidiary       1       2               3       5
                                         ---    ----           -----   -----
     Total                               470     440           1,157     959
                                        ----    ----           -----   -----
Income from Operations
 Before Interest and Taxes               128     126             244     244
Interest                                  25      24              51      51
                                        ----    ----           -----   -----
Income from Operations
 Before Income Taxes                     103     102             193     193
Income Taxes                              46      46              86      86
                                        ----    ----           -----   -----
Net Income                                57      56             107     107
Dividends on Preferred Stock               1       1               2       3
Preferred stock original issue discount                                    2
                                        ----    ----           -----   -----
Net Income Applicable to
 Common Stock                           $ 56    $ 55            $105    $102
                                        ====    ====           =====   =====
Net Income per Share of Common Stock    $.70    $.67           $1.30   $1.23
                                        ====    ====           =====   =====
Dividends Declared per Share of
 Common Stock                           $.76    $.72           $1.12   $1.06
                                        ====    ====           =====   =====
Weighted Average Number of Shares of
 Common Stock Outstanding (000)       81,192  82,605          81,097  82,546
                                      ======  ======          ======  ======
See Notes to Condensed Consolidated Financial Statements.
<PAGE>PAGE 3

                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                                   ASSETS
                            (Millions of Dollars)
                                 (Unaudited)
                                          June 30    December 31
                                            1997         1996
                                         ----------   -----------
Current Assets:
  Cash and cash equivalents                $   212       $  256
  Accounts receivable (less allowance
    for doubtful receivables of
    $21 million at June 30, 1997 and
    $19 million at December 31, 1996)          287          481
  Income taxes receivable                       52           58
  Deferred income taxes                         16            9
  Gas in storage                                17           28
  Other inventories                             20           22
  Regulatory accounts receivable               261          285
  Prepaid expenses                              15           22
                                            ------       ------
      Total current assets                     880        1,161
                                            ------       ------
Property, Plant and Equipment                6,112        6,080
  Less Accumulated Depreciation and
    Amortization                             2,905        2,843
                                            ------       ------
      Total property, plant and
        equipment-net                        3,207        3,237
                                            ------       ------

Deferred Charges and Other Assets:
  Other Investments                            148          115
  Other Receivables                             12           16
  Regulatory Assets                            490          552
  Other Assets                                  96          105
                                            ------       ------
      Total deferred charges and
        other assets                           746          788
                                            ------       ------
      Total                                 $4,833       $5,186
                                            ======       ======

See Notes to Condensed Consolidated Financial Statements.
<PAGE>PAGE 4
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                         LIABILITIES AND SHAREHOLDERS' EQUITY
                            (Millions of Dollars)
                                 (Unaudited)
                                            June 30      December 31
                                              1997           1996
                                           ----------     -----------
Current Liabilities:
  Short-term debt                            $    116       $   262
  Accounts payable                                414           577
  Other taxes payable                              17            29
  Long-term debt due within one year              296           149
  Accrued interest                                 25            41
  Other                                           102            80
                                              -------        ------
      Total current liabilities                   970         1,138
                                              -------        ------
Long-term debt                                    922         1,095
Debt of Employee Stock Ownership Plan             130           130
                                              -------        ------
      Total long-term debt                      1,052         1,225
                                              -------        ------
Deferred Credits and Other Liabilities:
  Long-Term Liabilities                           194           166
  Customer Advances for Construction               39            42
  Postretirement Benefits Other than Pensions     220           224
  Deferred Income Taxes                           331           321
  Deferred Investment Tax Credits                  62            64
  Other Deferred Credits                          449           471
                                              -------        ------
       Total deferred credits and
           other liabilities                    1,295         1,288
                                              -------        ------
Preferred stock of a subsidiary                    95            95
                                              -------        ------
Shareholders' equity:
  Capital stock:
    Preferred                                      80            80
    Common                                      1,061         1,095
                                              -------        ------
      Total capital stock                       1,141         1,175
  Retained earnings, after elimination
    of accumulated deficit of
    $452 million against common stock
    at December 31, 1992 as part of
    quasi-reorganization                          328           314
  Deferred compensation relating to
    Employee Stock Ownership Plan                 (48)          (49)
                                              -------        ------
      Total shareholders' equity                1,421         1,440
                                              -------        ------
      Total                                    $4,833        $5,186
                                              =======        ======
See Notes to Condensed Consolidated Financial Statements.

<PAGE>PAGE 5
                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
               CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
                            (Millions of Dollars)
                                 (Unaudited)
                                                     Six Months Ended
                                                          June 30
                                                    ------------------
                                                     1997        1996
                                                    ------       -----
Cash Flows from Operating Activities:
  Net Income                                        $ 107        $ 107
  Adjustments to reconcile net income
    to net cash provided by continuing
    operations:
      Depreciation and amortization                   128          126
      Deferred income taxes                             8           11
      Other                                             5          (26)
      Net change in other working capital
        components                                    112          202
                                                    -----        -----
          Net cash provided by operating
            activities                                360          420
                                                    -----        -----
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                        (106)         (86)
  Increase in other investments                       (33)         (52)
  Decrease in other receivables, regulatory
     assets and other assets                           34            5
                                                    -----        -----
           Net cash used in investing activities     (105)        (133)
                                                    -----        -----
Cash Flows from Financing Activities:
  Sale of common stock                                               4
  Repurchase of common stock                          (33)
  Redemption of preferred stock                                   (208)
  Decrease in long-term debt                         (172)        (125)
  Increase (Decrease) in short-term debt                2          (98)
  Common dividends paid                               (94)         (59)
  Preferred dividends paid                             (2)          (3)
                                                    -----        -----
          Net cash used in financing activities      (299)        (489)
                                                    -----        -----
Decrease in Cash and Cash Equivalents                 (44)        (202)
Cash and Cash Equivalents, January 1                  256          351
                                                    -----        -----
Cash and cash equivalents, June 30                  $ 212        $ 149
                                                    =====        =====
Supplemental Disclosure of Cash Flow Information:
Cash paid (received) during the period for:
        Interest (net of amount capitalized)        $  67        $  67
                                                    =====        =====
        Income taxes ...............................$  69        $  77
                                                    =====        =====
See Notes to Condensed Consolidated Financial Statements.

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

1.   MERGER AGREEMENT WITH ENOVA CORPORATION

On  October  14,  1996, Pacific Enterprises (the Company  or  PE)  and  Enova
Corporation (Enova), the parent company of San Diego Gas & Electric  (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  the  shareholders  of both companies  but  remains  subject  to
approval  by regulatory and governmental agencies.  To accommodate  obtaining
these approvals, on August 6, 1997, PE and Enova extended until September  1,
1998  the  date  after  which either company may unilaterally  terminate  the
business combination if not previously completed.

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

The  merger  is  subject to approval by certain governmental  and  regulatory
agencies  including  the  California Public Utility  Commission  (CPUC),  the
Federal  Energy  Regulatory Commission (FERC), the  Securities  and  Exchange
Commission, and the Department of Justice.

In  June  1997,  the CPUC revised its procedural schedule  for  the  proposed
business  combination after delaying until July 1997, its final  decision  on
the  Performance Based Regulation (PBR) proceeding for SoCalGas.  Under  this
timeline, a CPUC Administrative Law Judge should issue a proposed decision on
the  combination  in  late January 1998, with a CPUC decision  scheduled  for
March 1998.

On  June  25,  1997,  the FERC conditionally approved the  proposed  business
combination subject to the filing of appropriate standards of conduct and the
adoption  by  the CPUC of satisfactory rules primarily relating to  affiliate
transactions.

On August 7, 1997, PE and Enova announced an agreement to acquire AIG Trading
Corporation,  a  natural  gas  and power marketing  firm.   Headquartered  in
Greenwich,  Conn.,  AIG Trading Corporation is a subsidiary  of  AIG  Trading
Group Inc.  Its business primarily focuses on wholesale trading and marketing
of   natural  gas,  power  and  oil.   Total  cost  of  the  acquisition   is
approximately $225 million consisting of an acquisition price of $190 million
and  commitments  of  up  to  $35  million for  certain  long-term  incentive
compensation and retention arrangements.

<PAGE>PAGE 7


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Results  of operations for interim periods are not necessarily indicative  of
results  for  the  entire  year.  In order to match revenues  and  costs  for
interim  reporting purposes, SoCalGas defers revenue related to  costs  which
are expected to be incurred 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.

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.

Amounts  authorized  to  be  recovered in rates are  recorded  as  regulatory
assets.   Estimated  liabilities for environmental remediation  are  recorded
when  the  amounts  are  probable  and  estimable.   Possible  recoveries  of
environmental  remediation liabilities from third parties  are  not  deducted
from the liability shown on the balance sheet.

3. CONTINGENT LIABILITIES

QUASI-REORGANIZATION.  During 1993, the Company completed a strategic plan to
refocus  on  utility  and  related businesses.   The  strategy  included  the
divestiture  of  the  Company's retailing operations  and  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, 1997, the provisions  previously
established for these matters are adequate.










<PAGE> Page 8


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

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

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

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

SUMMARY

The  Company  reported consolidated net income of $57 million in  the  second
quarter  of 1997 compared to $56 million in the second quarter of  1996.  For
the  six  months  ended June 30, 1997, the Company reported consolidated  net
income of $107 million, compared to $107 million for 1996.

Consolidated  earnings  continue  to reflect  the  positive  results  of  the
Company's primary subsidiary, SoCalGas.

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

On  July 16, 1997 the CPUC issued its final decision on SoCalGas' application
for  Performance Based Regulation (PBR) (See "REGULATORY ACTIVITY INFLUENCING
FUTURE PERFORMANCE".)

In  March  1997, Pacific Enterprises International (PEI) and its two partners
Enova  International  and Proxima Gas were awarded a  license  to  build  and
operate  a  natural  gas  system to serve the area in and  around  Chihuahua,
Mexico.  It was the consortium's second successful Mexico bid.  During the


<PAGE> Page 9


second quarter of 1997, construction of the border pipeline crossing for  the
Mexicali  system  was completed.  The CPUC has provided interim  approval  to
begin gas flows to the region which began in late July.

On August 7, 1997, PE and Enova announced an agreement to acquire AIG Trading
Corporation,  a  natural  gas  and  power marketing  firm,  headquartered  in
Greenwich,  Conn.   Its business primarily focuses on wholesale  trading  and
marketing  of  natural gas, power and oil.  Total cost of the acquisition  is
approximately $225 million consisting of an acquisition price of $190 million
and  commitments  of  up  to  $35  million for  certain  long-term  incentive
compensation and retention arrangements.

CONSOLIDATED

Net income for the three months ended June 30, 1997 was $57 million ($.70 per
common  share) compared to $56 million ($.67 per common share) in  1996.  Net
income  for  the six months ended June 30, 1997 was $107 million  ($1.30  per
common  share)  compared to $107 million ($1.23 per common  share)  in  1996.
Consolidated  earnings  continue  to reflect  the  positive  results  of  the
Company's primary subsidiary, SoCalGas (See SoCalGas Operations).

The  weighted  average number of shares of common stock outstanding  for  the
first six months of 1997 decreased to 81.1 million shares compared with  82.5
million  shares for the first six months of 1996.  During the second  quarter
the  Company  repurchased  775,400 shares  of  common  stock  under  a  stock
repurchase program which began in the fourth quarter of 1996.  As of June 30,
1997, 2.2 million shares had been repurchased under this program.























<PAGE> Page 10

A  more  detailed discussion of current period results is set  forth  in  the
following business segment information:

OPERATING REVENUES        Three Months Ended           Six Months Ended
($ in Millions)                June 30                      June 30
                            1997       1996              1997       1996
                          -----------------            ------------------
SoCalGas                    $575       $497            $1,313     $1,117
Energy Mgmt. Svcs             67         49               203         96
International and Other (1)    1         49                 4         52
                          -----------------           ------------------
                             643        595             1,520      1,265
Less: Intersegment            51         35               134         74
                          -----------------           ------------------
                            $592       $560            $1,386     $1,191
                          =================           ==================

NET INCOME                Three Months Ended           Six Months Ended
($ in Millions)                June 30                      June 30
                            1997       1996              1997       1996
                          ------------------           -----------------
SoCalGas                     $70        $30             $ 128       $ 84
Energy Mgmt. Svcs              1          2                (1)         3
International & Other (1)    (14)        24               (20)        20
                          ------------------           -----------------
                             $57        $56             $ 107      $ 107
                          ==================           =================

(1)  Includes  PE  Corporate.  Decrease from 1996 represents  a  Parent  non-
operating  credit  of  $47.7 million, pre-tax, relating  to  SoCalGas'  $47.7
million, pre-tax write-off.

SOCALGAS OPERATIONS

Net  income  for the second quarter of 1997 was $70 million compared  to  $30
million for the same period in 1996. Net income for the six months ended June
30,  1997  was  $128 million compared to $84 million for the same  period  in
1996.   The  change  is  primarily due to lower earnings  during  the  second
quarter  of  1996  resulting from a one-time non-cash $26.6  million  charge,
after-tax,  related to the Comprehensive Settlement of excess gas  costs  and
other   regulatory   matters  which  did  not  affect  consolidated   Pacific
Enterprises  results.  This was partially offset by an $8.0  million,  after-
tax,   one-time  favorable  settlement  of  environmental  insurance  claims.
Earnings  for  the first quarter 1996, also benefited from  a  one-time  $5.6
million,  after-tax,  favorable settlement from  gas  producers  for  damages
incurred  to  SoCalGas  and  customer equipment  resulting  from  impure  gas
supplies.  The increase in 1997 income is also due to savings resulting  from
incurring   lower  operating  and  maintenance  expenses  than  the   amounts
authorized  to be collected in utility rates, and an increase in  the  common
equity component of SoCalGas' capital structure to 48.0% from 47.4%.

<PAGE> Page 11


The  table below compares SoCalGas' throughput and revenues by customer class
for the three months ended June 30, 1997 and 1996.

($ in Millions,      Gas Sales         Trans. & Exchg.          Total
vol. in billion
cubic feet)    Throughput  Revenue  Throughput  Revenue  Throughput  Revenue
1997:
Residential         44       $301         0       $  0        44        $301
Comm'l/Ind'l.       19        105        73         60        92         165
Utility Elec.        0          0        35         17        35          17
Wholesale            0          0        31         17        31          17
Exchange             0          0         2          1         2           1
               -------------------------------------------------------------
Total in Rates      63       $406       141        $95       204        $501
Balancing Accts.
  & Other                                                                 74
                                                                       -----
Total Operating Rev.                                                    $575*
                                                                       =====


1996:
Residential         42       $304         0        $ 0        42        $304
Comm'l/Ind'l.       19        102        74         46        93         148
Utility Elec.        0          0        26         17        26          17
Wholesale            0          0        27         18        27          18
Exchange             0          0         1          0         1           0
               -------------------------------------------------------------
Total in Rates     61        $406       128        $81       189        $487

Balancing Accts.
 & Other                                                                  10
                                                                      ------
Total Operating Rev.                                                    $497
                                                                      ======

* Includes intersegment transactions

SoCalGas' operating revenue for the three and six months ended June 30, 1997,
increased  $78  million and $196 million, respectively when compared  to  the
same periods in 1996.  The increase in operating revenue is primarily due  to
higher  gas costs reflected in rates.  Increased gas costs account  for  $123
million  of the operating revenue increase for the six months.  Additionally,
the increase in operating revenues for both periods is partially due to a non-
cash  charge  recorded in the second quarter of 1996 of $47.7 million  ($26.6
million  after-tax).  The $47.7 million charge related to  the  Comprehensive
Settlement  of  excess gas costs and other regulatory matters.   This  charge
resulted  from  estimates that throughput to noncore customers would  decline
from levels projected at the time of the Comprehensive

<PAGE> Page 12


Settlement.  The increase is partially offset by $14.3 million ($8.0  million
after-tax), representing a one-time favorable settlement from the  resolution
of environmental insurance claims received during the second quarter of 1996.
Operating revenues also increased due to an increase in the authorized equity
component of SoCalGas' capital structure in which SoCalGas earns a return.

Cost  of  gas  distributed was $167 million and $144 million  for  the  three
months  ended June 30, 1997 and 1996 respectively.  The increase is primarily
due  to  an increase in the average cost of gas purchased to $2 per  thousand
cubic feet (MCF) for the second quarter of 1997 compared to $1.34 per MCF for
the  second  quarter  of  1996. The increase  in  the  average  cost  of  gas
distributed was mediated by the utilization of lower priced inventories.  For
the  six months ended June 30, 1997 and 1996, the cost of gas distributed was
$517 million and $394 million respectively. The increase is primarily due  to
an increase in the average cost of gas purchased to $2.44 per MCF for the six
months  ended June 30, 1997 compared to $1.46 per MCF for the same period  in
1996.  Under  the current regulatory framework, changes in revenue  resulting
from changes in volumes in the core market and cost of gas do not affect  net
income.

Operating and maintenance expenses for the three months and six months  ended
June   30,   1997,  decreased  $9.2  million  and  increased  $4.6   million,
respectively,  compared to the same periods in 1996.  The  decrease  for  the
three months ended June 30, 1997, represents SoCalGas' continuing efforts  to
reduce  costs.   The  increase for the six months ended  June  30,  1997,  is
primarily  due  to benefits received in the first quarter  of  1996  of  $9.5
million,  pre-tax,  ($5.6 million after-tax) representing one-time  favorable
settlements which reduced operating and maintenance expenses.


OTHER CPUC REGULATORY ACTIVITY

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

SoCalGas' purchased gas costs were below the specified GCIM benchmark for the
annual  period ended March 1996, and in June 1997, the CPUC approved  a  $3.2
million  reward  for  shareholders  under  the  procurement  portion  of  the
incentive  mechanism  which was recognized as income in the  second  quarter.
SoCalGas initially requested a reward based on purchased gas cost savings  of
$12.4 million.  SoCalGas and the CPUC subsequently agreed on a purchased  gas
cost  savings of $6.2 million resulting in the $3.2 million reward.  In  June
1997, SoCalGas also filed a motion with the CPUC requesting a reward of $10.8
million  resulting from reduced purchased gas costs of $21.2 million for  the
12-month period ended March 31, 1997.

<PAGE> Page 13


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


REGULATORY ACTIVITY INFLUENCING FUTURE PERFORMANCE

Future  regulatory restructuring, increased competitiveness in  the  industry
and   the  electric  industry  restructuring  will  affect  SoCalGas'  future
performance.   On  July  16,  1997, the CPUC issued  its  final  decision  on
SoCalGas' PBR application.

PBR  replaces the general rate case and certain other regulatory proceedings.
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  SoCalGas
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,  and  rate
refunds  to  customers  if service quality deteriorates.   These  changes  in
regulation will change the way earnings are affected by various factors.  For
example,  earnings will become more reliant on operational  efficiencies  and
less on investment in plant.

Under  ratemaking  procedures in effect prior to the PBR  decision,  SoCalGas
typically  filed a general rate case with the CPUC every three years.   In  a
general rate case, the CPUC established a base margin, which is the amount of
revenue  to  be  collected  from  customers to recover  authorized  operating
expenses (other than the cost of gas), depreciation, taxes and return on rate
base.   Separate proceedings were held annually to review SoCalGas'  cost  of
capital  including  return on common equity, interest costs  and  changes  in
capital structure.

Under  PBR,  annual  cost  of capital proceedings  will  be  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
continue  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.

Furthermore,  under  the prior ratemaking procedures the  CPUC  also  allowed
annual  adjustments to rates for years between general rate cases to  reflect
the  changes  in  rate  base  and the effects of inflation.   This  attrition
allowance   mechanism  is  eliminated  by  PBR.   Biennial  Cost   Allocation
Proceedings  (BCAP), which will continue under PBR, adjust rates  to  reflect
variances  in  the  cost  of  gas  and core customer  demand  from  estimates
previously adopted.  The Commission's PBR decision indicates that it will

<PAGE> Page 14


address issues such as throughput forecast, cost allocation, rate design  and
other matters which may arise from SoCalGas' PBR experience in the 1998 BCAP
which  is  anticipated  to  become effective on  August  1,  1999.  The  GCIM
proceeding will not change under PBR.

The Commission's PBR decision establishes the following:

  -  A rate reduction now of $191 million, offset by an estimated $31 million
  rate  increase to reflect inflation and customer growth on January 1, 1998.
  (A  net  rate reduction of $160 million for an initial base margin of  $1.3
  billion).   The  CPUC  refers to a rate reduction of $229  million  in  its
  decision;  however,  that  amount includes recovery  of  approximately  $38
  million  of  other social program costs authorized for recovery in  another
  proceeding, that were previously part of base margin.

  -  A sharing with customers of earnings that exceed the authorized rate  of
  return  on  ratebase.  Earnings between 25 and 300 basis points  above  the
  authorized  rate  of return on ratebase will be shared  with  customers  in
  eight  blocks of 25 to 50 basis points each with the first block  returning
  75%  of  the  excess  to customers and declining to 0%  as  earned  returns
  approach  300 basis points above authorized amounts.  There is  no  sharing
  of  any amount by which actual earnings may fall below the authorized  rate
  of  return.   In  1997, SoCalGas was authorized to earn a 9.49%  return  on
  ratebase which the decision adopts as the authorized rate for PBR.

  -  An  indexing  of  revenue or margin per customer by  inflation  less  an
  estimated  productivity factor of 2.1% that increased by 0.1% per  year  up
  to  2.5%  in  the  fifth year.  This factor includes 1% to approximate  the
  projected  impact of declining ratebase.  This methodology,  combined  with
  the  retention of the Core Fixed Cost Balancing account, rejects  SoCalGas'
  proposed  risk/reward  potential for shareholders arising  from  higher  or
  lower   gas  throughput  per  customer  to  core  (residential  and   small
  commercial/industrial) customers.

  -  A retention  of the current residential customer charge of $5 per month.
  The  CPUC  decision defers action on residential rate design  to  a  future
  Commission  proceeding,  but does allow for some  pricing  flexibility  for
  residential and small commercial customers with any shortfalls being  borne
  by shareholders; and

  -  A  continuation  of  SoCalGas' authority to  offer  the  same  types  of
  products  and  services  that  it currently  offers  (e.g.  contract  meter
  reading).  However, the decision defers the issue of other new product  and
  service offerings to a future Commission proceeding.

SoCalGas has implemented the base margin reduction effective August 1,  1997,
and  will  implement all other PBR elements on January  1,  1998.   The  CPUC
intends for its PBR decision to be in effect for five years, but provides the
possibility that changes to the PBR mechanism could be adopted in a decision


<PAGE> Page 15


to  be  issued  in  SoCalGas' 1998 BCAP application which is  anticipated  to
become effective on August 1, 1999.

It is the intent of management to control operating expenses and investment
within  the amounts authorized to be collected in rates in the PBR  decision.
SoCalGas  intends to make the efficiency improvements, changes in  operations
and  cost  reductions  necessary  to achieve  this  objective  and  earn  its
authorized  rate  of  return.   However, in  view  of  the  earnings  sharing
mechanism and other elements of PBR authorized by the CPUC, it will  be  more
difficult  for  SoCalGas  to achieve the level of  returns  it  has  recently
experienced.

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

In  the second quarter of 1997, the CPUC issued a decision on SoCalGas'  1996
BCAP  filing.  The CPUC decision extends the recovery period of approximately
$20 million in noncore costs, resulting in a noncore rate decrease and leaves
in place the existing residential rate structure.  The decision did not adopt
SoCalGas'  proposal to increase flexibility in offering discounts to  utility
electric  generating customers to retain load or prevent  by-pass.   SoCalGas
implemented the new rates and core residential monthly gas pricing on June 1,
1997.

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

Management believes that under the new PBR regulatory framework, the  Company
continues to meet the criteria of Statement of Financial Accounting Standards
No. 71, "Accounting for the Effects of Certain Types of Regulation."


ENERGY MANAGEMENT SERVICES

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

<PAGE> Page 16


EMS'  operating  revenue  was  $67 million for the  second  quarter  of  1997
representing  an  increase of $18 million compared to the second  quarter  of
1996.  EMS' operating revenue was $203 million for the six months ended June
30, 1997, compared to operating revenue of $96 million for the same period in
1996.   The  increase  for  the first six months  ended  June  30,  1997,  is
primarily  from operating revenues of $52 million from natural gas  marketing
services  which  began  in the second quarter of 1996  and,  an  increase  in
operating  revenues  of approximately $54 million from  off-system  sales  by
interstate pipeline operations.

EMS  had  net income of $1.2 million for the second quarter of 1997, compared
to  net income of $2 million for the second quarter of 1996.  EMS had  a  net
loss  of $562,000 for the six month period ended June 30, 1997, compared with
net  income of $3 million for the same period of 1996.  The decline  in  1997
from 1996 is primarily due to start-up costs and increased operating expenses
during  the first six months of 1997, partially offset by earnings  resulting
from  higher production from alternate energy plants and higher than  planned
sales by interstate pipeline operations.

In  March  1997,  PE and Enova launched a new joint venture, Energy  Pacific.
This  new  joint-venture incorporates several existing unregulated businesses
from  each  company.  Energy Pacific 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.
The  Company  contributed  several energy related  businesses  to  the  joint
venture  including  Pacific  Enterprises Energy Services,  Ensource,  Pacific
Enterprises Liquefied Natural Gas (LNG), Energy Alliance I, PEEMS and Pacific
Enterprises  Leasing Co. to the joint venture.  This contribution  of  assets
totals  $31  million and has been matched with contributions  made  by  Enova
Corporation.

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

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



<PAGE> Page 17


INTERNATIONAL OPERATIONS

Pacific  Enterprises International (PEI) incurred a net loss of $3.1  million
for  the  second quarter of 1997 compared to net income of $517,000  for  the
same period of 1996.  For the six months ended June 30, 1997, PEI realized  a
net  loss  of  $2.8 million compared to a net loss of $975,000 for  the  same
period of 1996.  The increase in net losses for the six month period are
primarily  due  to increased expenditures related to general & administrative
expenses,  and  project costs related to bids made for various  international
gas  systems.   For the second quarter, the difference is due to  a  dividend
received from PE's investment in Argentina in May 1996 of $2.1 million,  pre-
tax.  No dividends were received during the second quarter of 1997.

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

During  the  third quarter of 1996, DGN was awarded a license  to  build  and
operate a natural gas distribution system in Mexicali, Baja California.   DGN
will  provide  service  to  more  than  25,000  commercial,  industrial   and
residential  users.  During the second quarter of 1997, construction  of  the
border pipeline crossing for the Mexicali system was completed.  The CPUC has
provided  interim approval to begin gas flows to the region  which  began  in
July 1997.

PARENT COMPANY

Parent  company expense for the three and six months ended June 30, 1997  was
$12  million,  after  tax,  and $20 million, after  tax,  including  interest
expense,  respectively. This compares to 1996 expenses for the  three  months
ended June 30, 1996 of $2.5 million, after tax,  and $5.5 million, after tax,
respectively.  Higher expenses for the three months and six months ended June
30,  1997  are partially due to the parent company absorbing $3.2 million  of
expenses in 1997 that were passed through to the business units in 1996.  The
parent  recognized $2.8 million in stock option related expenses for the  six
months  ended  June  30,  1997.   Also, the Parent  incurred  merger  related
expenses  of $4 million, after tax, and $7 million, after tax, for the  three
and six months ended June 30, 1997, respectively.

CAPITAL RESOURCES AND LIQUIDITY

Cash  flows  from operating activities were $360 million for the  six  months
ended June 30, 1997.  This represents a decrease of $60 million from 1996.

<PAGE> Page 18


The  decrease  is  primarily due to high collections of  regulatory  accounts
receivable balances in 1996 compared to 1997.

Capital  expenditures were $106 million for the six months ended June 30,1997
which is an increase of $20 million from 1996. This increase is primarily due
to  a $20 million increase in expenditures at PEn to acquire partner's assets
including  a central plants project and a $8 million increase at  PIC  for  a
plant expansion offset by a reduction of $7 million by SoCalGas.

Cash  flows used in financing activities were $299 million for the six months
ended June 30, 1997.  This primarily represents a common stock repurchase  of
$33  million, repayment of commercial paper of $170 and payment of common and
preferred dividends of $96 million.

Cash  and cash equivalents at June 30, 1997 were $212 million.  This cash  is
available  for  investment in new energy-related domestic  and  international
projects,  repurchase of common and preferred stock, the retirement  of  debt
and other corporate purposes.

For  the  six months ended June 30, 1997, the Company paid dividends  of  $94
million on common stock and $2 million on preferred stock for a total of  $96
million.   This  compares to $59 million on common stock and  $3  million  on
preferred  stock in 1996.  The difference is primarily due to three  dividend
payments  made during the first six months of 1997, compared to two  payments
made  during the same period in 1996.  The common stock dividend increase  in
1997  is  also  partly  due  to the increase in the  quarterly  common  stock
dividend  rate  in  the  second quarter of 1996  partially  offset  by  lower
preferred  stock dividends resulting from the redemption of preferred  stock.
The  quarterly  dividend rate was increased to $.36 per share in  the  second
quarter of 1996 and to $.38 per share in the second quarter of 1997.   During
the  first  quarter  of  1996, the Company redeemed $110  million  of  Parent
Remarketed,  Series A preferred stocks and $50 million of SoCalGas  Series  A
Flexible Auction preferred stock.  In connection with the redemption  of  the
Remarketed preferred stock, the Company recorded a $2.4 million non-recurring
reduction  to  earnings per share to reflect the original issues underwriting
discount.

In  April 1996, the Board of Directors authorized the buyback of up  to  4.25
million  shares  of  PE's  common  stock  representing  approximately  5%  of
outstanding shares over a two-year period. During the second quarter of 1997,
PE  repurchased 775,400 shares of common stock.  Since repurchases  began  in
November  1996,  PE has repurchased approximately 2.2. million  shares  at  a
total  cost  of $66 million.  At June 30, 1997, 83.2 million shares  remained
outstanding.






<PAGE> Page 19


NEW ACCOUNTING PRONOUNCEMENTS

In  February 1997, the Financial Accounting Standards Board issued  Statement
of  Financial Accounting Standards No. 128 ("SFAS 128") "Earnings per Share."
SFAS  128  replaces the presentation of primary earnings  per  share  with  a
presentation  of  basic earnings per share based upon  the  weighted  average
number  of  common shares for the period.  It also requires dual presentation
of  basic  and diluted earnings per share for companies with complex  capital
structures.  SFAS 128 will be adopted by the Company at the end of  1997  and
earnings per share for all prior periods will be restated upon adoption.  The
Company  does not expect that adoption of SFAS 128 will significantly  affect
the Company's earnings per share.

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130,  Reporting Comprehensive Income.  This statement requires that all items
that  are  required to be recognized under accounting standards as components
of  comprehensive  income  be  reported in  a  financial  statement  that  is
displayed with the same prominence as other financial statements.   SFAS  130
will  be adopted by the Company for the year-ended December 31, 1998.   Prior
period  financial  statements  provided  for  comparative  purposes  will  be
reclassified,  as  required.   This statement  has  no  effect  on  financial
statements  traditionally presented by the Company,  but  increases  required
disclosures.

In  June  1997,  the FASB issued Statement of Financial Accounting  Standards
131,  Disclosures  about Segments of an Enterprise and  Related  Information.
The  statement  requires the Company to report income/loss, revenue,  expense
and  assets by business segment including information regarding the  revenues
derived from specific products and services and about the countries in  which
the  Company  is  operating.  The Statement also requires  that  the  Company
report  descriptive  information about the way that operating  segments  were
determined,  the  products and services provided by the  operating  segments,
differences  between  the measurements used in reporting segment  information
and  those  used  in the Company's general-purpose financial statements,  and
changes  in  the  measurement of segment amounts from period to  period.  The
Company will implement the Statement for the year-ended December 31, 1998.

PART II. OTHER INFORMATION

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

(a),(b),(c)   At  the Annual Meeting of Shareholders held May  8,  1997,  the
Company's  shareholders voted on three proposals.  Proposal One was  approved
and  amended Pacific Enterprises' bylaws to provide for a Board of  Directors
consisting of not less than seven nor more than thirteen directors.  Proposal
Two were the election of eight directors to hold office until the next Annual
Meeting.  Proposal Three was defeated and proposed that Company officials  be
held personally liable to the maximum amount allowed by law.  At the record
date, there were 84,167,510 shares of the Company's common stock and 800,253

<PAGE>PAGE 20


shares of the Company's preferred stock outstanding.

Proposal One - Amendment of bylaws adjusting the number of directors:

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

                                                         Total Common
                                                             and
                    Common Stock     Preferred Stock    Preferred Stock
                    ------------     ---------------    ---------------
For Approval         72,148,630         545,013            72,693,643

Against Approval      1,756,182           3,799             1,759,981

Abstain                 993,830          10,503             1,004,333

Broker Non-votes        255,855             200               256,055


Proposal Two - Election of eight directors

The  following table sets forth the number of shares voted for  and  withheld
for director nominee:

                               Votes For         Withheld
                              -----------       ----------
Hyla H. Bertea                 73,387,688       2,326,324

Herbert L. Carter              73,244,707       2,469,305

Richard D. Farman              73,210,507       2,503,505

Wilford D. Godbold, Jr.        73,446,775       2,267,237

Ignacio E. Lozano, Jr.         73,199,251       2,514,761

Richard J. Stegemeier          73,401,126       2,315,886

Diana L. Walker                73,212,313       2,501,699

Willis B. Wood, Jr.            73,250,803       2,463,209




<PAGE>PAGE 21


Proposal Three - Increase personal director liability

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

                                                         Total Common
                                                             and
                    Common Stock     Preferred Stock    Preferred Stock
                    ------------     ---------------    ---------------
Against Approval     54,908,450         313,794            55,222,244

For Approval          10,048,104         38,129            10,086,233

Abstain                2,072,791         21,573             2,094,364

Broker Non-votes       8,125,152        186,019             8,311,171


(d)  Not applicable


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

(a) Exhibit
   10.2.1. Amendment No. 2 to Agreement and Plan of Reorganization dated
   October 12, 1996, among Pacific Enterprises, Enova Corporation, Mineral
   Energy Company, G Mineral Energy Sub and B Mineral Energy Sub.

(b)  Reports on Form 8-K filed during the quarter ended June 30, 1997.

     - Other Events - April 28, 1997
     - Other Events - May 29, 1997
     - Other Events - June 5, 1997
















<PAGE>PAGE 22

                                                                    EXHIBIT

                                AMENDMENT NO. 2
                                    to
                  AMENDMENT AND PLAN OF REORGANIZATION

      This  Amendment  No. 2 is dated as of August 6, 1997,  and  amends  the
Agreement and Plan of Merger and Reorganization dated as of October 12, 1996,
as  previously  amended  (the "Merger Agreement"), among  the  parties  named
below.

      The  parties  named below, which constitute all of the parties  to  the
Merger  Agreement, agree that the date September 1, 1998 is  substituted  for
the  date  April  30,  1998  appearing in Section  8.01  (b)  of  the  Merger
Agreement.


                                            ENOVA CORPORATION


                                            By: STEPHEN L. BAUM /s/
                                                -------------------
                                                 (Stephen L. Baum)

                                            PACIFIC ENTERPRISES


                                            By: WILLIS B. WOOD, JR./s/
                                                ----------------------
                                                  (Willis B.Wood,Jr.)

                                            MINERAL ENERGY COMPANY


                                            By: RICHARD D. FARMAN /s/
                                                ---------------------
                                                 (Richard D. Farman)

                                            G MINERAL ENERGY SUB


                                            By: KEVIN SAGARA /s/
                                                ----------------
                                                 (Kevin Sagara)


                                            B MINERAL ENERGY SUB

                                            By: GARY W. KYLE /s/
                                                ----------------
                                                (Gary W. Kyle)






<PAGE>PAGE 23





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: August 14, 1997