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, 1998
                              --------------------------------------

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

                              PACIFIC ENTERPRISES               
          ----------------------------------------------------------
        (Exact name of registrant as specified in its charter)

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

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

                             (619) 696-2000
          ----------------------------------------------------------
         (Registrant's telephone number, including area code)

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

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

Common stock outstanding:             Wholly owned by Sempra Energy




ITEM 1.  FINANCIAL STATEMENTS.

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

<CAPTION>
                                       Three Months Ended  Nine Months Ended
                                          September 30       September 30
                                       ------------------  ----------------
                                       1998      1997       1998     1997
                                       ----     -----       ----     ---- 
<S>                                    <C>       <C>       <C>     <C>
Revenues:
 Operating revenues                    $531      $609     $1,781   $1,995
 Joint ventures and other               (10)       15          3       30
                                       ----      ----      -----    -----
Total revenues                          521       624      1,784    2,025
                                       ----      ----      -----    -----
Expenses:
 Cost of gas distributed                150       227        608      733
 Operating expenses                     185       209        665      679
 Depreciation and amortization           65        64        193      192
 Franchise fees and other taxes          21        23         76       73
 Preferred dividends of subsidiaries      -         2          1        5
                                       ----      ----      -----    -----
Total operating expenses                421       525      1,543    1,682
                                       ----      ----      -----    -----
Income Before Interest
 and Income Taxes                       100        99        241      343
Interest                                 22        27         57       78
                                       ----      ----      -----    -----
Income Before Income Taxes               78        72        184      265
Income Taxes                             33        35         87      121
                                       ----      ----      -----    -----
Net Income                               45        37         97      144
Dividends on Preferred Stock              1         1          3        3
                                       ----      ----      -----    -----
Earnings Applicable to
 Common Stock                           $44       $36        $94     $141
                                       ====      ====      =====    =====

See notes to consolidated financial statements.
</TABLE>




<TABLE>
                  PACIFIC ENTERPRISES AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEET
                                ASSETS
                        (In millions of dollars)
                                   
<CAPTION>
                                        September 30  December 31
                                            1998         1997
                                         (Unaudited)
                                         -----------  -----------
<S>                                        <C>          <C>    
Current assets:
  Cash and cash equivalents                $  24        $  153
  Accounts and notes receivable              416           530
  Income taxes receivable                     46             3
  Regulatory balancing accounts - net          1           355
  Deferred income taxes                       67             -  
  Inventories                                 84            41
  Prepaid expenses                            12            21
                                           -----         -----
      Total current assets                   650         1,103
                                           -----         -----

Property, plant and equipment              6,157         6,097
  Less accumulated depreciation and
    amortization                           3,130         2,943
                                          ------        ------
      Total property, plant and
        equipment - net                    3,027         3,154
                                          ------        ------
Investments and other assets:
  Regulatory assets                          390           394
  Other receivables                          160            62
  Investments                                134           191
  Other assets                                75            73
                                          ------        ------
      Total investments and
         other assets                        759           720
                                          ------        ------
      Total                               $4,436        $4,977
                                          ======        ======

See notes to consolidated financial statements.

</TABLE>




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

<CAPTION>
                                           September 30  December 31
                                                1998        1997
                                            (Unaudited)
                                            -----------  -----------
<S>                                           <C>         <C>
Current liabilities:
  Short-term debt                             $   32       $ 354
  Long-term debt due within one year               -         148
  Accounts payable                               392         437
  Accrued interest                                51          52
  Deferred income taxes                            -           7
  Taxes payable                                   33          30
  Other                                           62          87
                                               -----      ------
      Total current liabilities                  570       1,115

  Long - term debt                             1,060         988
  Debt of Employee Stock Ownership Plan          130         130
                                               -----       -----
      Total long-term debt                     1,190       1,118
                                               -----      ------
Deferred credits and other liabilities:
  Customer advances for construction              29          34
  Post-retirement benefits other than pensions   197         217
  Deferred income taxes                          281         272
  Deferred investment tax credits                 59          61
  Other deferred credits                         384         413
  Other long-term liabilities                    219         183
                                               -----      ------
      Total deferred credits and
        other liabilities                      1,169       1,180
                                               -----      ------
Preferred Stock of Subsidiary                     20          95
                                               -----      ------
Shareholder's equity:
  Capital stock:
    Preferred                                     80          80
    Common                                     1,091       1,064
                                              ------      ------
      Total capital stock                      1,171       1,144
  Retained earnings                              362         372
  Deferred compensation relating to
    Employee Stock Ownership Plan                (46)        (47)
                                              ------      ------
      Total shareholder's equity               1,487       1,469
                                              ------      ------
          Total                               $4,436      $4,977
                                              ======      ======

See notes to consolidated financial statements.

</TABLE>




<TABLE>

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


<S>                                                  <C>         <C>
Cash Flows from Operating Activities:
  Net Income                                         $   97     $  144
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and amortization                     193        192
      Deferred income taxes                              (1)       (11)
      Other                                              (1)         4
      Net change in working capital                     278          1
                                                     ------      -----
        Net cash provided by operating 
          activities                                    566        330
                                                     ------      -----
Cash Flows from Financing Activities:
  Common dividends paid                                 (97)       (95)
  Preferred dividends paid                               (3)        (3)
  Payment on long-term debt                            (151)      (101)
  Increase(decrease)in short-term debt                 (322)        19
  Issuance of long-term debt                             75          -
  Sale of common stock                                   27         11
  Redemption of preferred stock of a subsidiary         (75)       (42)
                                                     ------      ------
        Net cash used in financing activities          (546)      (211)
                                                     ------      ------
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                          (108)      (126)
  (Increase)decrease in other investments               (65)        31
  (Increase) in other receivables
     regulatory assets and other assets                  24         (1)  
                                                     ------      -----
         Net cash used in investing activities         (149)       (96)
                                                     ------      -----
Increase (Decrease) in Cash and Cash Equivalents       (129)        23
Cash and Cash Equivalents, beginning of period          153        256
                                                     ------     ------
Cash and Cash Equivalents, end of period             $   24     $  279
                                                     ======     ======
Supplemental Disclosure of Cash Flow Information:
      Income tax payments, net of refunds            $   (2)    $   76
                                                     ======     ======
      Interest payments, net of amount capitalized   $   58     $   87
                                                     ======     ======
Supplemental Schedule of Noncash Activities:
      Dividend of property to Sempra Energy          $   23     $    - 
                                                     ======     ======
      Dividend of subsidiaries to Sempra Energy      $  254     $    - 
                                                     ======     ======


See notes to consolidated financial statements.

</TABLE>





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  GENERAL

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

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

Results of operations for interim periods are not necessarily 
indicative of results for the entire year. In the opinion of 
management, the accompanying statements reflect all adjustments 
necessary for a fair presentation. These adjustments are of a 
normal recurring nature. Certain changes in classification have 
been made to prior presentations to conform to the current 
financial statement presentation.

In conformity with generally accepted accounting principles, 
SoCalGas's accounting policies reflect the financial effects of 
rate regulation authorized by the California Public Utilities 
Commission (CPUC). SoCalGas applies the provisions of the Statement 
of Financial Accounting Standards No. 71, "Accounting for the 
Effects of Certain Types of Regulation" (SFAS 71).  This statement 
requires cost-based rate-regulated entities that meet certain 
criteria to reflect the authorized recovery of costs due to 
regulatory decisions in their financial statements. SoCalGas 
continues to meet the criteria of SFAS 71 in accounting for its 
regulated operations.

2.  BUSINESS COMBINATION

On June 26, 1998 (pursuant to an October 1996 agreement) Enova and 
PE completed a business combination in which the two companies 
became subsidiaries of a new company named Sempra Energy. As a 
result of the combination, (i) each outstanding share of common 
stock of Enova was converted into one share of common stock of 
Sempra Energy, (ii) each outstanding share of common stock of PE 
was converted into 1.5038 shares of common stock of Sempra Energy 
and (iii) the preferred stock and/or preference stock of SDG&E, PE 
and SoCalGas remain outstanding. Additional information on the 
business combination is discussed in the Current Report on Form 8-K 
filed with the Securities and Exchange Commission by Sempra Energy 
on June 30, 1998.

Expenses incurred in connection with the business combination are 
$33 million, after tax, and $9 million, after tax, for the nine-
month periods ended September 30, 1998 and 1997, respectively.  
These costs consist primarily of employee-related costs, and 
investment banking, legal, regulatory and consulting fees.

In conjunction with the business combination, on September 30, 1998 
Enova's and PE's ownership interests in certain non-utility 
subsidiaries were transferred to Sempra Energy at book value.

3.  MATERIAL CONTINGENCIES

GAS INDUSTRY RESTRUCTURING

The gas industry experienced an initial phase of restructuring 
during the 1980s by deregulating gas sales to noncore customers. On 
January 21, 1998 the CPUC released a staff report initiating a 
project to assess the current market and regulatory framework for 
California's natural-gas industry. The general goals of the plan 
are to consider reforms to the current regulatory framework 
emphasizing market-oriented policies benefiting California natural-
gas consumers. 

On August 25, 1998 the Governor of California signed into law a 
bill prohibiting the CPUC from enacting any gas industry 
restructuring decision for core customers prior to January 1, 2000; 
the CPUC continues to study the issue. During the implementation 
moratorium, the CPUC will hold hearings throughout the state and 
intends to give the California Legislature a draft ruling before 
adopting a final market structure policy no earlier than January 1, 
2000. SDG&E and SoCalGas will actively participate in this effort.

QUASI-REORGANIZATION

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

In connection with the divestitures, PE 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. Management believes the provisions 
previously established for these matters are adequate.

4.  COMPREHENSIVE INCOME

In conformity with generally accepted accounting principles, the 
Company has adopted Statement of Financial Accounting Standards No. 
130, "Reporting Comprehensive Income." Comprehensive income for the 
three-month and nine-month periods ended September 30, 1998 and 
1997 was equal to net income.

ITEM 2.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with the 
financial statements contained in this Form 10-Q and Management's 
Discussion and Analysis of Financial Condition and Results of 
Operations contained in the Company's 1997 Form 10-K.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS 

This Form 10-Q includes forward-looking statements within the 
definition of Section 27A of the Securities Act of 1933 and Section 
21E of the Securities Exchange Act of 1934.  The words "estimates", 
"believes", "expects", "anticipates", "plans" and "intends," 
variations of such words, and similar expressions are intended to 
identify forward-looking statements that involve risks and 
uncertainties. These statements are necessarily based upon various 
assumptions involving judgments with respect to the future 
including, among others, national, regional and local economic, 
competitive and regulatory conditions, technological developments, 
inflation rates, interest rates, energy markets, weather 
conditions, business and regulatory or legal decisions, and other 
uncertainties, all of which are difficult to predict and many of 
which are beyond the control of the Company. Accordingly, while the 
Company believes that the assumptions are reasonable, there can be 
no assurance that they will approximate actual experience, or that 
the expectations will be realized.

BUSINESS COMBINATION

See Note 2 of the notes to consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Utility operations continue to be a major source of liquidity. In 
addition, financing needs are met primarily through issuances of 
short-term and long-term debt. These capital resources are expected 
to remain available. Cash requirements include utility capital 
expenditures, and repayments and retirements of long-term debt.  
Major changes in cash flows not described elsewhere are described 
below. Cash and cash equivalents at September 30, 1998 are 
available for investment in new energy-related domestic and 
international projects, the retirement of debt, and other corporate 
purposes.

OPERATING ACTIVITIES

Cash flows from operations increased primarily due to gas costs' 
being lower than amounts collected in rates (resulting in a 
decrease in previously undercollected regulatory balancing 
accounts) and an increase in gas volumes sold.

INVESTING ACTIVITIES 

Expenditures for property, plant and equipment are estimated to be 
$200 million for the full year 1998 and will be financed primarily 
by internally generated funds and largely will represent investment 
in utility operations. Construction, investment and financing 
programs are continuously reviewed and revised in response to 
changes in competition, customer growth, inflation, customer rates, 
the cost of capital, and environmental and regulatory requirements.

FINANCING ACTIVITIES 

Net cash used in financing activities increased due to greater 
long-term and short-term debt repayments of $151 million and $322 
million, respectively, and the repurchase of SoCalGas' Preferred 
Stock, partially offset by the repurchase of common stock in 1997.  
On February 2, 1998, SoCalGas redeemed all outstanding shares of 7 
3/4% Series Preferred Stock for a total cost of $75 million, 
including unpaid dividends.

RESULTS OF OPERATIONS

Consolidated earnings consist primarily of the results from 
SoCalGas. SoCalGas' net income for the nine-month period ended 
September 30, 1998 decreased primarily due to the lower base margin 
established in the Performance Based Regulation (PBR) decision 
which became effective on August 1, 1997 (see below) and the 
business combination costs discussed in Note 2 of the notes to 
consolidated financial statements. Also contributing to lower net 
income were operating losses at two joint ventures with Enova: 
Sempra Energy Solutions and Sempra Energy Trading.



UTILITY OPERATIONS

The table below compares SoCalGas' throughput and revenues by 
customer class for the nine-month periods ended September 30, 1998 
and 1997.

<TABLE>
<CAPTION>
                                               Transportation
                             Gas Sales          and Exchanges            Total        
                         -------------------  -------------------  -------------------
                         Throughput  Revenue  Throughput  Revenue  Throughput  Revenue
                      (Throughput in billion cubic feet, revenue in millions of dollars)
                         -------------------  -------------------  -------------------
<S>                        <C>      <C>          <C>     <C>          <C>     <C>
Nine Months Ended
September 30, 1998:
Residential                  189     $1,434         2     $  9         191     $1,443
Commercial and industrial     58        342       232      196         290        538
Utility electric           
  generation                                      120       58         120         58
Wholesale and exchange                            119       48         119         48
                         -------------------  -------------------  -------------------
Total in rates               247     $1,776       473     $311         720      2,087
Balancing accounts and other                                                     (325)
                                                                               -------
Total operating revenues                                                       $1,762
                                                                               =======

Nine Months Ended
September 30, 1997:
Residential                  164     $1,160         2     $  8         166     $1,168
Commercial and industrial     60        369       227      191         287        560
Utility electric 
  generation                                      128       61         128         61
Wholesale and exchange                            107       49         107         49
                          ------------------  -------------------  -------------------
Total in rates               224     $1,529       464     $309         688      1,838
Balancing accounts and other                                                       63
                                                                               -------
Total operating revenues                                                       $1,901
                                                                               =======
</TABLE>

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

The decrease in the cost of natural gas is primarily due to a 
decrease in the average cost of natural gas purchased for the nine-
month period ended September 30, 1998, compared to the 
corresponding period of 1997. Under the current regulatory 
framework, changes in revenue resulting from core market changes in 
volumes and cost of natural gas do not affect net income.

YEAR 2000 ISSUES

Most companies are affected by the inability of many automated 
systems and applications to process the year 2000 and beyond. The 
Year 2000 issues are the result of computer programs and other 
automated processes using two digits to identify a year, rather 
than four digits. Any of the Company's computer programs that 
include date-sensitive software may recognize a date using "00" as 
representing the year 1900, instead of the year 2000, or "01" as 
1901, etc., which could lead to system malfunctions. The Year 2000 
issue impacts both Information Technology ("IT") systems and also 
non-IT systems, including systems incorporating "embedded 
processors". To address this problem, in 1996, both Pacific 
Enterprises and Enova Corporation established company-wide Year 
2000 programs. These programs have now been consolidated into 
Sempra Energy's overall Year 2000 readiness effort. Sempra Energy 
has established a central Year 2000 Program Office which reports to 
the Company's Chief Information Technology Officer and reports 
periodically to the audit committee of the Board of Directors.

The Company's State of Readiness

Sempra Energy is identifying all IT and non-IT systems (including 
embedded systems) that might not be Year 2000 ready and 
categorizing them in the following areas: IT applications, computer 
hardware and software infrastructure, telecommunications, embedded 
systems, and third parties. The Company is currently evaluating its 
exposure in all of these areas. These systems and applications are 
being tracked and measured through four key phases: inventory, 
assessment, remediation/testing and Year 2000 readiness. The 
Company is prioritizing so that critical systems are being assessed 
and modified/replaced first. Critical systems are those 
applications and systems, including embedded processor technology, 
which, if not appropriately remediated, may have a significant 
impact on energy delivery, revenue collection or the safety of 
personnel, customers or facilities. The Company's Year 2000 testing 
effort includes functional testing of Year 2000 dates and 
validating that changes have not altered existing functionality. 
The Company uses an independent, internal review process to verify 
that the appropriate testing has occurred.

The Company's Year 2000 project is currently on schedule and the 
company estimates that all critical systems will be Year 2000 Ready 
by June 30, 1999. The Company defines "Year 2000 Ready" as suitable 
for continued use into the year 2000 with no significant 
operational problems.

Critical IT and non-IT applications have been inventoried and 
assessed for Year 2000 Readiness, and detailed plans are in place 
for required system modifications or replacements. Remediation and 
testing activities are well underway with approximately 58 percent 
of the systems currently Year 2000 Ready and are expected to be 100 
percent by June 30, 1999. Inventory, assessment and testing 
activities for embedded systems are well underway with 
approximately 38 percent of the systems currently Year 2000 Ready. 
Inventory and assessment for all Company systems are in progress 
and expected to be completed by December 31, 1998.

Sempra Energy's current schedule for Year 2000 testing, readiness 
and development of contingency plans is subject to change depending 
upon the remediation and testing phases of the Company's compliance 
effort and upon developments that may arise as the Company 
continues to assess its computer-based systems and operations. In 
addition, this schedule is dependent upon the efforts of third 
parties, such as suppliers (including energy producers) and 
customers. Accordingly, delays by third parties may cause the 
Company's schedule to change.

The Costs to Address the Company's Year 2000 Issues

Sempra Energy's budget for the Year 2000 program is $48 million, of 
which $33 million has been spent. As the Company continues to 
assess its systems and as the remediation and testing efforts 
progress, cost estimates may change. The Company's Year 2000 
readiness effort is being funded entirely by operating cash flows.




The Risks of the Company's Year 2000 Issues

Based upon its current assessment and testing of the Year 2000 
issue, the Company believes the reasonably likely worst case Year 
2000 scenarios to have the following impacts upon Sempra Energy and 
its operations. With respect to the Company's ability to provide 
energy to its domestic utility customers, the Company believes that 
the reasonably likely worst case scenario is for small, localized 
interruptions of natural gas or electrical service which are 
restored in a time frame that is within normal service levels. With 
respect to services that are essential to Sempra Energy's 
operations, such as customer service, business operations, supplies 
and emergency response capabilities, the scenario is for minor 
disruptions of essential services with rapid recovery and all 
essential information and processes ultimately recovered.
 
To assist in preparing for and mitigating these possible scenarios, 
Sempra Energy is a member of several industry-wide efforts 
established to deal with Year 2000 problems affecting embedded 
systems and equipment used by the nation's natural gas and electric 
power companies. Under these efforts, participating utilities are 
working together to assess specific vendors' system problems and to 
test plans. These assessments will be shared by the industry as a 
whole to facilitate Year 2000 problem solving.

A portion of this risk is due to the various Year 2000 Ready 
schedules of critical third party suppliers and customers. The 
Company is in the process of contacting its critical suppliers and 
customers to survey their Year 2000 remediation programs. While 
risks related to the lack of Year 2000 readiness by third parties 
could materially and adversely affect the Company's business, 
results of operations and financial condition, the Company expects 
its Year 2000 readiness efforts to reduce significantly the 
Company's level of uncertainty about the impact of third party Year 
2000 issues on both its IT systems and non-IT systems. 

The Company's Contingency Plans

Sempra Energy's contingency plans for Year-2000-related 
interruptions are being incorporated in the Company's existing 
overall emergency preparedness plans. To the extent appropriate, 
such plans will include emergency backup and recovery procedures, 
remediation of existing systems parallel with installation of new 
systems, replacing electronic applications with manual processes, 
identification of alternate suppliers and increasing inventory 
levels. The Company expects these contingency plans to be completed 
by the end of the second quarter in 1999. Due to the speculative 
and uncertain nature of contingency planning, there can be no 
assurances that such plans actually will be sufficient to reduce 
the risk of material impacts on the Company's operations due to 
Year 2000 issues.

FACTORS INFLUENCING FUTURE PERFORMANCE

Performance-Based Regulation (PBR)

To promote efficient operations and improved productivity and to 
move away from reasonableness reviews and disallowances, the CPUC 
has been encouraging utilities to use PBR. PBR has replaced the 
general rate case and certain other regulatory proceedings for both 
SoCalGas and SDG&E. Under PBR, regulators allow future income 
potential to be tied to achieving or exceeding specific performance 
and productivity measures, rather than relying solely on expanding 
utility rate base in a market where the company already has a 
highly developed infrastructure. 

SoCalGas' PBR is in effect for five years; however, the CPUC 
decision allows for the possibility that changes to the PBR 
mechanism could be adopted in a decision to be issued in SoCalGas' 
1999 Biennial Cost Allocation Proceeding (BCAP) application which 
is anticipated to become effective August 1, 1999.

Cost of Capital

Under PBR, annual Cost of Capital proceedings were replaced by an 
automatic adjustment mechanism if changes in certain indices exceed 
established tolerances. For 1998, SoCalGas is authorized to earn a 
rate of return on common equity of 11.6 percent and a 9.49 percent 
return on rate base, the same as in 1997.

Biennial Cost Allocation Proceeding (BCAP)

In October 1998 SoCalGas filed its 1999 BCAP application requesting 
that new rates become effective August 1, 1999 and remain in effect 
through December 31, 2002. The application seeks an overall 
decrease in gas rate revenues of $204 million.

Gas Cost Incentive Mechanism (GCIM)

Under the GCIM, SoCalGas can recover all costs within a "tolerance 
band" above a benchmark price and refunds all savings within the 
tolerance band below the benchmark price. Costs or savings outside 
the tolerance band are shared equally between customers and 
shareholders.

SoCalGas' natural-gas costs were below the specified GCIM benchmark 
for the annual period ended March 1997. In June 1997 SoCalGas filed 
a motion with the CPUC requesting a reward for shareholders under 
the procurement portion of the incentive mechanism. A reward of $11 
million was approved by the CPUC in June 1998 and is included in 
income for the nine-month period ended September 30, 1998. 

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

OTHER OPERATIONS

Sempra Energy Solutions (Solutions), formed in 1997 and owned 
equally by PE and Enova, incorporates several existing unregulated 
businesses from each of PE and Enova. It is pursuing a variety of 
opportunities, including buying and selling natural gas for large 
users, integrated energy-management services targeted at large 
governmental and commercial facilities, and consumer market 
products and services such as earthquake shutoff valves. CES/Way 
International, Inc. (CES/Way) acquired by Solutions in January 
1998, provides energy-efficiency services including energy audits, 
engineering design, project management, construction, financing and 
contract maintenance.

Solutions' net losses for the nine-month periods ended September 
30, 1998 and 1997 are $31 million and $3 million, respectively. 
Solutions' net losses for the three-month periods ended September 
30, 1998 and 1997 are $4 million and $3 million, respectively. The 
increases are primarily due to the write off of a portion of 
CES/Way's acquisition costs (due to the death of CES/Way's former 
principal), and other start-up costs.

Sempra Energy Trading Corp., a leading natural-gas and power 
marketing firm headquartered in Greenwich, Connecticut, which was 
jointly acquired by PE and Enova on December 31, 1997, recorded net 
losses of $11 million and $2 million for the nine-month and three-
month periods ended September 30, 1998, respectively.  The losses 
were primarily due to the amortization of costs associated with the 
acquisition.

In March 1998, PE increased its existing investment in two 
Argentine natural-gas utility holding companies (Sodigas Pampeana 
S.A and Sodigas Sur S.A.) by purchasing an additional 9-percent 
interest for $40 million.  With this purchase, PE's interest in the 
holding companies was increased to 21.5 percent. The net loss for 
PE's international operations was $2 million for the nine-month 
period ended September 30, 1998.

PART II - OTHER INFORMATION 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K 
 
(a)  Exhibits  
 
     Exhibit 27 - Financial Data Schedules 
 
      27.1  Financial Data Schedule for the nine months ended 
            September 30, 1998. 
 
(b)  Reports on Form 8-K 

      A Current Report on Form 8-K filed on June 30, 1998 announced 
      the completion of the business combination between Enova
      Corporation and Pacific Enterprises, and the related changes
      in control.








SIGNATURE

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


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





                                   
Date: October 30, 1998          By:  /s/ F. H. Ault
                                    ----------------------------

                                          F. H. Ault
                                   Vice President and Controller