<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         September 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 November  3,  1997  was
83,389,972.

<PAGE>PAGE 2

                    PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                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      Nine Months Ended
                                       September 30            September 30
                                    ------------------      -----------------
                                        1997    1996            1997    1996
                                       ------  ------         ------  ------
Revenues and Other Income:
 Utility operating revenues             $599    $575          $1,901  $1,744
 Other operating revenues                 10      21              94      43
 Other                                    15       4              30      16
                                        ----    ----           -----   -----
     Total                               624     600           2,025   1,803
                                        ----    ----           -----   -----
Expenses:
 Utility cost of gas distributed         227     185             733     548
 Other cost of sales                       2      11              54      23
 Operating expenses                      207     206             625     608
 Depreciation and amortization            64      66             192     192
 Franchise payments and other taxes       23      22              73      73
 Preferred dividends of a subsidiary       2       1               5       6
                                        ----    ----           -----   -----
     Total                               525     491           1,682   1,450
                                        ----    ----           -----   -----
Income from Operations
 Before Interest and Taxes                99     109             343     353
Interest                                  27      25              78      76
                                        ----    ----           -----   -----
Income from Operations
 Before Income Taxes                      72      84             265     277
Income Taxes                              35      36             121     122
                                        ----    ----           -----   -----
Net Income                                37      48             144     155
Dividends on Preferred Stock               1       1               3       4
Preferred stock original issue discount                                    2
                                        ----    ----           -----   -----
Net Income Applicable to
 Common Stock                           $ 36    $ 47            $141    $149
                                        ====    ====           =====   =====
Net Income per Share of Common Stock    $.44    $.57           $1.74   $1.80
                                        ====    ====           =====   =====
Dividends Declared per Share of
 Common Stock                           $       $              $1.12   $1.06
                                        ====    ====           =====   =====
Weighted Average Number of Shares of
 Common Stock Outstanding (000)       81,142  82,758          81,112  82,618
                                      ======  ======          ======  ======
See Notes to Condensed Consolidated Financial Statements.
<PAGE>PAGE 3

                PACIFIC ENTERPRISES AND SUBSIDIARY COMPANIES
                    CONDENSED CONSOLIDATED BALANCE SHEET
                                   ASSETS
                            (Millions of Dollars)
                                 (Unaudited)
                                        September 30  December 31
                                            1997         1996
                                        ------------  -----------
Current Assets:
  Cash and cash equivalents                $   279       $  256
  Accounts receivable (less allowance
    for doubtful receivables of $19
    million at September 30, 1997 and
    December 31, 1996)                         314          481
  Income taxes receivable                       25           58
  Deferred income taxes                          4            9
  Gas in storage                                54           28
  Other inventories                             15           22
  Regulatory accounts receivable               434          285
  Prepaid expenses                              21           22
                                            ------       ------
      Total current assets                   1,146        1,161
                                            ------       ------
Property, Plant and Equipment                6,109        6,080
  Less Accumulated Depreciation and
    Amortization                             2,946        2,843
                                            ------       ------
      Total property, plant and
        equipment-net                        3,163        3,237
                                            ------       ------

Deferred Charges and Other Assets:
  Other Investments                             84          115
  Other Receivables                             43           16
  Regulatory Assets                            455          552
  Other Assets                                  99          105
                                            ------       ------
      Total deferred charges and
        other assets                           681          788
                                            ------       ------
      Total                                 $4,990       $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)
                                          September 30    December 31
                                              1997           1996
                                          ------------    -----------
Current Liabilities:
  Short-term debt                            $    281       $   262
  Accounts payable                                465           577
  Other taxes payable                              31            29
  Long-term debt due within one year              274           149
  Accrued interest                                 32            41
  Other                                            76            80
                                              -------        ------
      Total current liabilities                 1,159         1,138
                                              -------        ------
Long-term debt                                    886         1,095
Debt of Employee Stock Ownership Plan             130           130
                                              -------        ------
      Total long-term debt                      1,016         1,225
                                              -------        ------
Deferred Credits and Other Liabilities:
  Long-Term Liabilities                           189           166
  Customer Advances for Construction               37            42
  Postretirement Benefits Other than Pensions     222           224
  Deferred Income Taxes                           311           321
  Deferred Investment Tax Credits                  62            64
  Other Deferred Credits                          436           471
                                              -------        ------
       Total deferred credits and
           other liabilities                    1,257         1,288
                                              -------        ------
Preferred stocks of a subsidiary                   95            95
                                              -------        ------
Shareholders' equity:
  Capital stock:
    Preferred                                      80            80
    Common                                      1,064         1,095
                                              -------        ------
      Total capital stock                       1,144         1,175
  Retained earnings, after elimination
    of accumulated deficit of
    $452 million against common stock
    at December 31, 1992 as part of
    quasi-reorganization                          366           314
  Deferred compensation relating to
    Employee Stock Ownership Plan                 (47)          (49)
                                              -------        ------
      Total shareholders' equity                1,463         1,440
                                              -------        ------
      Total                                    $4,990        $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)
                                                     Nine Months Ended
                                                       September 30
                                                    ------------------
                                                     1997        1996
                                                    ------       -----
Cash Flows from Operating Activities:
  Net Income                                        $ 144        $ 155
  Adjustments to reconcile net income
    to net cash provided by continuing
    operations:
      Depreciation and amortization                   192          192
      Deferred income taxes                           (11)           7
      Other                                             4          (34)
      Net change in other working capital
        components                                      1          175
                                                    -----        -----
          Net cash provided by operating
            activities                                330          495
                                                    -----        -----
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                        (126)        (127)
  Decrease (increase) in other investments             31          (55)
  Decrease (increase) in other receivables,
    regulatory assets and other assets                 (1)           4
                                                    -----        -----
           Net cash used in investing activities      (96)        (178)
                                                    -----        -----
Cash Flows from Financing Activities:
  Sale of common stock                                 11            6
  Repurchase of common stock                          (42)
  Redemption of preferred stock                                   (208)
  Decrease in long-term debt                         (101)        (151)
  Increase (decrease) in short-term debt               19          (41)
  Common dividends paid                               (95)         (88)
  Preferred dividends paid                             (3)          (6)
                                                    -----         -----
          Net cash used in financing activities      (211)        (488)
                                                    -----         -----
Increase (decrease) in Cash and Cash Equivalents       23         (171)
Cash and Cash Equivalents, January 1                  256          351
                                                    -----         -----
Cash and Cash Equivalents, September 30             $ 279        $ 180
                                                    =====         =====
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
        Interest (net of amount capitalized)        $  87        $  75
                                                    =====        =====
        Income taxes                                $  76        $ 116
                                                    =====        =====
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  on  March  11,   1997.
Shareholder  votes in favor of the combination totaled 79% of the outstanding
shares  of PE and 76% for Enova (99% and 96% of total votes cast for  PE  and
Enova,  respectively).   Completion of the  combination  remains  subject  to
approval by regulatory and governmental agencies.

As   a  result  of  the  combination,  the  Company  and  Enova  will  become
subsidiaries  of  a  new holding company and their common  shareholders  will
become  common shareholders of the new holding company.  The Company's common
shareholders  will receive 1.5038 shares of the new holding company's  common
stock  for  each  of  their  shares  of PE common  stock,  and  Enova  common
shareholders will receive one share of the new holding company's common stock
for  each  of  their shares of Enova common stock.  Preferred  stock  of  the
Company,  Southern California Gas Company (SoCalGas 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) (See FERC  update  below),  the
Securities  and Exchange Commission, the Nuclear Regulatory Commission  (NRC)
(See  NRC  update  below),  and the Department  of  Justice.   All  remaining
regulatory approvals and the commencement of combined operations are expected
by the summer of 1998.

In  March 1997, the Company and Enova formed a joint venture (Energy Pacific)
to provide integrated energy and energy related products and services. This
new  joint venture incorporates several existing unregulated businesses  from
each  company.   It is pursuing a variety of opportunities, including  buying
and selling natural gas for large users, integrated energy management

<PAGE>PAGE 7


services  targeted  at  large  governmental  and  commercial  facilities  and
consumer market products and services such as earthquake shutoff valves.

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 jointly acquire AIG
Trading  Corporation, a natural gas and power marketing firm.   Headquartered
in  Greenwich,  Connecticut, 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.  The acquisition is expected  to  be
completed by the end of 1997.

In October, the NRC approved the merger subject to two conditions relating to
monitoring  and oversight. The NRC oversees SDG&E's license to  own  the  San
Onofre Nuclear Generating Station of which SDG&E owns 20%.

A total of $13 million, after-tax (16 cents per share), of expenses have been
incurred  in  connection with the merger, of which $6 million  (7  cents  per
share)  was  charged  to income in the third quarter of  1997.   These  costs
consist  primarily  of investment banking, legal, regulatory  and  consulting
fees,  and  $4  million related to the merger related  sale  of  small  power
plants.


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

<PAGE> Page 8


liabilities.   Deferred  taxes  are recorded  to  recognize  the  future  tax
consequences of events that have been recognized in the financial  statements
or tax returns.

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

3. CONTINGENT LIABILITIES

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

In   connection  with  the  divestitures,  the  Company  effected  a   quasi-
reorganization for financial reporting purposes effective December 31, 1992.
Certain  of  the  liabilities  established in  connection  with  discontinued
operations and the quasi-reorganization will be resolved in future years.  As
of  September  30,  1997,  the provisions previously  established  for  these
matters are adequate.


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

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


INFORMATION REGARDING FORWARD-LOOKING COMMENTS

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

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


<PAGE> Page 9



Company.   Accordingly, while the Company believes that the assumptions  upon
which  the forward-looking statements are based, are reasonable for  purposes
of  making these statements, there can be no assurance that these assumptions
will approximate actual experience or that the expectations set forth in  the
forward-looking statements derived from these assumptions will be realized.

CONSOLIDATED

Net income for the three months ended September 30, 1997 was $37 million,  or
$.44  per common share, compared to $48 million, or $.57 per common share  in
1996.  Net  income  for the nine months ended September  30,  1997  was  $144
million,  or $1.74 per common share, compared to $155 million, or  $1.80  per
common share, in 1996. Consolidated earnings continue to reflect the positive
results   of  the  Company's  primary  subsidiary,  SoCalGas  (See   SoCalGas
Operations).  Lower earnings on a consolidated basis are primarily due to non-
recurring charges related to the merger with Enova Corporation.

The  weighted  average number of shares of common stock outstanding  for  the
third  quarter  of 1997 decreased to 81.1 million shares compared  with  82.8
million  shares for the third quarter of 1996. As of September 30, 1997,  2.2
million  shares  had  been  repurchased  under  a  stock  repurchase  program
authorizing  the  purchase of up to 4.25 million shares which  began  in  the
fourth  quarter of 1996.  No repurchases under this program were made in  the
third quarter.

























<PAGE> Page 10


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

OPERATING REVENUES        Three Months Ended           Nine Months Ended
($ in Millions)              September 30                 September 30
                            1997       1996              1997       1996
                          -----------------            ------------------
SoCalGas                    $607       $575            $1,920     $1,692
Energy Mgmt. Svcs             64         64               267        160
International and Other (1)    3          4                 7         55
                          -----------------           ------------------
                             674        643             2,194      1,907
Less: Intersegment            65         47               199        120
                          -----------------           ------------------
                            $609       $596            $1,995     $1,787
                          =================           ==================

NET INCOME                Three Months Ended           Nine Months Ended
($ in Millions)              September 30                 September 30
                            1997       1996              1997       1996
                          ------------------           -----------------
SoCalGas                     $54        $51             $ 182       $136
Energy Mgmt. Svcs             (2)         2                (3)         3
International & Other (1)    (15)        (5)              (35)        16
                          ------------------           -----------------
                             $37        $48             $ 144      $ 155
                          ==================           =================

(1) Includes PE Corporate

SOCALGAS OPERATIONS

Net  income  for  the third quarter of 1997 was $54 million compared  to  $51
million  for  the same period in 1996. Net income for the nine  months  ended
September  30, 1997 was $182 million compared to $136 million  for  the  same
period  in  1996.  The increase in the third quarter of 1997 from  the  third
quarter  of  1996 is primarily due to increased throughput and  revenue  from
Utility  Electric Generation (UEG) customers as a result of increased  demand
for  electricity, and an increase in the common equity component of SoCalGas'
capital  structure  to 48% from 47.4%.  The increase in net  income  for  the
quarter was partially offset by the two-month impact of the net reduction  in
annual  base margin of $160 million effective August 1, 1997, resulting  from
SoCalGas'  Performance Based Regulation (PBR) decision (See discussion  below
under Regulatory Activity Influencing Future Performance).

The  increase in net income for the nine months ended September 30,  1997  as
compared  to  the  same period of 1996, is primarily due to  a  reduction  to
earnings  during the second quarter of 1996 due to 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. The reduction in net income for the period  was
partially offset by favorable litigation settlements totaling $13.6  million,
after-tax.  Also contributing to the increase in net income was increased

<PAGE> Page 11


throughput  to UEG customers as a result of increased demand for electricity.
The  remaining increase in net income for the nine months ended September 30,
1997  is  due  to  savings  resulting from lower  operating  and  maintenance
expenses  than amounts authorized in rates until the PBR decision  went  into
effect  on August 1, 1997, and an increase in the common equity component  of
SoCalGas' capital structure to 48% from 47.4%.

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

($ in Millions,      Gas Sales         Trans. & Exchg.          Total
vol. in billion
cubic feet)    Throughput  Revenue  Throughput  Revenue  Throughput  Revenue
1997:
Residential         36       $294         1       $  3        37        $297
Comm'l/Ind'l.       16         89        78         67        94         156
Utility Elec.                            72         33        72          33
Wholesale                                34         17        34          17
Exchange                                  2          0         2           0
               -------------------------------------------------------------
Total in Rates     52        $383       187       $120       239         503
Balancing Accts.
  & Other                                                                104
                                                                       -----
Total Operating Rev.                                                    $607*
                                                                       =====


1996:
Residential         35       $266         1       $  3        36        $269
Comm'l/Ind'l.       17         93        73         62        90         155
Utility Elec.                            64         30        64          30
Wholesale                                32         16        32          16
Exchange                                  2                    2
               -------------------------------------------------------------
Total in Rates      52       $359       172       $111       224        $470

Balancing Accts.
 & Other                                                                 105
                                                                      ------
Total Operating Rev.                                                    $575*
                                                                      ======

* Includes inter-segment transactions






<PAGE> Page 12


SoCalGas' operating revenue for the three and nine months ended September 30,
1997,  increased $32 million and $228 million, respectively when compared  to
the  same  periods  in  1996. The increase in operating  revenue  is  due  to
increased throughput to UEG customers due to increased demand for electricity
and  higher  gas costs to core customers.  SoCalGas also recorded a  non-cash
charge recorded in the second quarter of 1996 of $47.7 million, $26.6 million
after-tax,  related  to a previous accounting estimate  for  a  Comprehensive
Settlement  between  the Gas Company and the CPUC in 1993.  The  increase  is
partially  offset  by  $14.3 million ($8.0 million after-tax),  of  favorable
litigation settlements relating to environmental insurance claims received in
1996.  Operating revenues also increased due to an increase in the authorized
common  equity  component of SoCalGas' capital structure  on  which  SoCalGas
earns a return.

Cost  of  gas  distributed was $236 million and $200 million  for  the  three
months  ended  September  30, 1997 and 1996 respectively.   The  increase  is
primarily  due to an increase in the average cost of gas purchased  to  $2.52
per thousand cubic feet (MCF) for the third quarter of 1997 compared to $1.78
per  MCF  for the third quarter of 1996.  For the nine months ended September
30,  1997  and  1996, the cost of gas distributed was $752 million  and  $594
million  respectively. The increase is primarily due to an  increase  in  the
average cost of gas purchased to $2.46 per thousand cubic feet (MCF) for  the
nine  months ended September 30, 1997 compared to $1.56 per MCF for the  same
period  in  1996. Under the current regulatory framework and under PBR  which
takes effect on January 1, 1998, 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 nine months ended
September  30,  1997, decreased $2.3 million and $3.1 million,  respectively,
compared  to the same periods in 1996.  The decrease for the three month  and
nine  month  periods ended September 30, 1997, is primarily due to  SoCalGas'
continued efforts to reduce costs.

RECENT CPUC REGULATORY ACTIVITY

The  merger  with  Enova  Corporation  is  subject  to  approval  by  certain
governmental and regulatory agencies.  All remaining regulatory approvals and
the  commencement of combined operations are expected by the summer of  1998.
Earnings of the combined company could be negatively impacted in 1998, and to
a  lesser extent in subsequent years by delays in achieving cost savings from
the combination caused by the later-than-expected effective combination date,
the  possibility  that  the CPUC might reduce the period  or  percentage  for
shareholder  participation  in  the related cost  savings,  and  slower-than-
anticipated growth in revenues from Energy Pacific.

On  October  31, 1997, the CPUC issued the Administrative Law  Judge's  draft
decision  on  guidelines for transactions between utilities  and  their  non-
utility  affiliates.   If  the  final  decision  of  the  CPUC  were  to   be
substantially the same as the draft decision, it would limit the ability of

<PAGE> Page 13


SoCalGas and other California energy utilities to operate as integrated units
with  their  non-utility affiliates by, among other things,  restricting  the
sharing  of information and facilities, which would reduce opportunities  for
synergies  and  impact  marketing  opportunities  for  the  affiliates.    In
addition,  an  alternate draft decision sponsored by two of the  CPUC's  five
commissioners would prohibit affiliates of San Diego Gas & Electric and those
of other electric utilities from providing direct access electricity services
within  their affiliated electric utility's service territory for two  years,
and contains additional restrictions.


REGULATORY ACTIVITY INFLUENCING FUTURE PERFORMANCE

Future  regulatory and gas industry 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'  Performance Based Regulation (PBR) application.  Key  elements  of
the  PBR decision include a $160 million net reduction in annual base  rates,
an indexing mechanism that limits future rate increases to the inflation rate
less  a  productivity factor, a sharing mechanism with customers if  earnings
exceed  the  authorized  rate  of return on ratebase,  and  rate  refunds  to
customers  if service quality deteriorates.  These elements become  effective
on  January  1,  1998.  The net reduction in SoCalGas' base  margin  of  $160
million  became effective August 1, 1997.  For a detailed discussion  of  the
CPUC's  decision, please refer to the Company's Report on Form 8-K  filed  on
July 16, 1997, and second quarter 1997 Form 10-Q.

It  is  the intent of management to control operating expenses and investment
within  the amounts authorized to be collected in rates in this 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  in  excess  of
authorized  returns  it has recently experienced.  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."

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.





<PAGE> Page 14


ENERGY MANAGEMENT SERVICES

Energy Management Services (EMS) consists of a number of operations including
an  interstate  pipeline subsidiary, a subsidiary which operates  centralized
heating  and cooling plants, an unregulated subsidiary which markets  natural
gas,  and  a  subsidiary  which provides energy products  and  services.   In
September  1997, the Company sold its small electric generation plants  which
comprised  much  of  Pacific Energy (PEn) to Ogden  Corporation.   Under  the
Public Utility Regulatory Policies Act, the Company was required to cause its
ownership  in  these  facilities (together with that of  all  other  electric
utilities or utility holding companies) to be not more than 50% prior to  the
completion of the combination.

Prior  to their sale in the third quarter of 1997, PEn developed and operated
alternate  energy  facilities including geothermal, hydro-power,  biogas  and
woodburning plants.  EMS continues to operate centralized heating and cooling
plants  for  large  building complexes.  Ensource, which was  established  in
1996,  buys and arranges transportation, storage and delivery of natural  gas
for large-volume customers.  Currently most of the operations of Ensource are
being  curtailed  and  its  functions  will  be  assumed  by  AIG  after  the
acquisition  has been completed. Pacific Enterprises Energy Services  (PEES),
which  also  was  established in 1996, provides energy related  products  and
services  to  both commercial and residential customers.  Pacific  Interstate
Company  (PIC), which is regulated by the FERC, purchases gas from  producers
in  Canada and from federal waters offshore California and transports it  for
sale  to SoCalGas and others.  Pacific Enterprises Energy Management Services
(PEEMS) is the holding company of all the EMS operating units.

EMS'  operating  revenue  was  $64 million for  the  third  quarter  of  1997
representing  no  change  from the third quarter  of  1996.   EMS'  operating
revenue  was  $267  million  for the nine months ended  September  30,  1997,
compared  to operating revenue of $160 million for the same period  in  1996.
The  increase for the nine months ended September 30, 1997, is primarily from
operating  revenues at Ensource as operations began in the second quarter  of
1996.   EMS  also experienced increased operating revenues from  PIC  due  to
increased  off-system sales partially offset by lost revenues  from  the  PEn
plants which were sold during the third quarter of 1997.

EMS had a net loss of $2.2 million for the third quarter of 1997, compared to
net income of $1.6 million for the third quarter of 1996.  EMS had a net loss
of  $2.8 million for the nine month period ended September 30, 1997, compared
with net income of $3.2 million for the same period of 1996.  The decline  in
1997  as  compared with 1996 is primarily due to start-up costs and increased
operating expenses incurred by PEES during the first nine months of 1997,  as
well as the loss of revenues from PEn plants during the third quarter of 1997
due  to  the sale of those facilities.  These items were partially offset  by
higher  earnings resulting from increased production from PEn  plants  during
the first six months of 1997 and increased sales by PIC.


<PAGE> Page 15


In  March  1997,  PE and Enova launched a new joint venture, Energy  Pacific.
This  new  joint venture incorporated 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  has  contributed PEES, Ensource, Pacific Enterprises  Liquefied
Natural  Gas (LNG), Energy Alliance I, PEEMS and Pacific Enterprises  Leasing
Co.  to  the  joint  venture.  This contribution of assets was  matched  with
contributions made by Enova Corporation.  Due to the start-up nature  of  the
joint venture, it is expected to continue incurring losses through 1998.


INTERNATIONAL OPERATIONS

Pacific  Enterprises International (PEI) incurred a net loss of $2.5  million
for  the third quarter of 1997 compared to a net loss of $1.7 million for the
same  period  of  1996.  For the nine months ended September  30,  1997,  PEI
realized  a  net loss of $5.3 million compared to a net loss of $2.7  million
for  the  same period of 1996.  The increase in net loss for the  nine  month
period  is primarily due to increased expenditures for project costs  related
to bids for various international gas systems.

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.  In  August,
the  system  began distributing 5 to 7 million cubic feet per of natural  gas
day primarily to commercial customers in Mexicali.  PEI is not expected to be
profitable through 1998.


PARENT COMPANY

Parent  company and interest expense, excluding merger related expenses,  for
the  three  months  ended  September 30, 1997 was $7.4  million,  after  tax,
compared  to $3.5 million, after tax, for the same period of 1996.   For  the
nine  months  ended September 30, 1997, Parent company and  interest  expense
were  $20.6  million compared to $9.9 million in 1996.  For the  nine  months
ended  September  30, 1997, the parent incurred $3.6 million,  after-tax,  of
employee  labor  charges relating to the merger.  For  the  same  period  the
Parent also incurred $2 million, after-tax, in stock option expenses compared
to  $1.7 million in 1996.  This increase is due to the Company's higher stock
price  in  1997  than  in 1996.  Parent expenses for the  nine  months  ended
September  30,  1997,  also  include stock  appreciation  rights  charged  to
subsidiaries  throughout 1996.  The expenses will be charged to  subsidiaries
during  the  fourth  quarter of 1997, thereby eliminating the  increase  from
1996.

<PAGE> Page 16


The Parent incurred merger related expenses of $6 million, after tax, and $13
million,  after tax, for the three and nine months ended September 30,  1997,
respectively.

CAPITAL RESOURCES AND LIQUIDITY

Net  Cash  provided  by operating activities was $330 million  for  the  nine
months  ended September 30, 1997.  This represents a decrease of $165 million
from  1996.  The decrease is primarily due to lower collections of regulatory
accounts  receivable in 1997 compared to 1996, partially offset by collection
of taxes receivable.

Capital  expenditures were $126 million for the nine months  ended  September
30,  1997  which  is a decrease of $1 million from 1996.   This  decrease  is
primarily  due  to  a reduction in capital expenditures  of  $13  million  at
SoCalGas partially offset by increased capital expenditures of $11 million at
Pacific Interstate for plant expansions.

Cash flows used in financing activities were $211 million for the nine months
ended  September 30, 1997. This primarily represents repayment of  commercial
paper of $80 million, repurchase of common stock of $42 million, and dividend
payments of $98 million.

On October 23, 1997, SoCalGas issued $120 million 4-year medium-term notes at
a  fixed  rate  of 6.38%.  Proceeds from the notes will be used to  refinance
debt maturities.

Cash   and   cash  equivalents  at  September  30,  1997  was  $279   million
consolidated,  of  which  $248  million was at  the  Parent.   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 nine months ended September 30, 1997, the Company paid dividends  of
$95 million on common stock and $3 million on preferred stock for a total  of
$98 million.  This compares to $88 million on common stock and $6 million  on
preferred  stock  for  the same period in 1996.  The  common  stock  dividend
increase  in  1997  is  due  to the increase in the  quarterly  common  stock
dividend  rate  from $.36 per share in 1996 to $.38 per share in  the  second
quarter of 1997 partially offset by lower preferred stock dividends resulting
from  the  redemption of preferred stock.  During the first quarter of  1996,
the  Company  redeemed $110 million of Parent Remarketed, Series A  preferred
stocks and $50 million of SoCalGas Series A Flexible Auction preferred stock.

In  connection  with  the redemption of the Remarketed preferred  stock,  the
Company recorded a $2.4 million non-recurring reduction to earnings per share
to reflect the original issues underwriting discount.



<PAGE> Page 17


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 third quarter of  1997,
PE  did  not repurchase any shares of common stock.  Since inception  of  the
Repurchase program, the Company has repurchased a total of 2.2 million shares
at a total cost of $66 million.


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

(b)  Reports on Form 8-K filed during the quarter ended September 30, 1997.
     Other events - July 9, 1997
     Other events - July 16, 1997




SIGNATURE



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


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




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

Date: November 5, 1997