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, 1999
                              --------------------------------------

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, Los Angeles, California           90013-1011
--------------------------------------------------------------------
                (Address of principal executive offices)
                               (Zip Code)

                             (213) 244-1200
          ----------------------------------------------------------
         (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




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
      PACIFIC ENTERPRISES AND SUBSIDIARIES
          STATEMENTS OF CONSOLIDATED INCOME (Unaudited)
                     (Dollars in millions)
<CAPTION>
                                       Three Months Ended
                                          September 30,
                                        ------------------
                                           1999    1998
                                          ------  ------
<S>                                      <C>     <C>
Revenues and Other Income:
 Operating revenues                        $561     $531
 Other                                       (6)     (10)
                                           ----     ----
     Total                                  555      521
                                           ----     ----
Expenses:
 Cost of natural gas distributed            188      150
 Operating expenses                         177      185
 Depreciation and amortization               65       65
 Franchise payments and other taxes          20       21
 Preferred dividends of subsidiaries         --       --
                                           ----     ----
     Total                                  450      421
                                           ----     ----
Income Before Interest and Income Taxes     105      100
Interest                                     25       22
                                           ----     ----
Income Before Income Taxes                   80       78
Income Taxes                                 35       33
                                           ----     ----
Net Income                                   45       45
Preferred Dividend Requirements               1        1
                                           ----     ----
Earnings Applicable to
 Common Shares                             $ 44     $ 44
                                           ====     ====

See notes to Consolidated Financial Statements.

</TABLE>



<TABLE>
      PACIFIC ENTERPRISES AND SUBSIDIARIES
          STATEMENTS OF CONSOLIDATED INCOME (Unaudited)
                     (Dollars in millions)
<CAPTION>

                                        Nine Months Ended
                                          September 30,
                                        ------------------
                                           1999     1998
                                          ------   ------
<S>                                     <C>      <C>
Revenues and Other Income:
 Operating revenues                      $1,796   $1,781
 Other                                       (4)       3
                                          -----    -----
     Total                                1,792    1,784
                                          -----    -----
Expenses:
 Cost of natural gas distributed            685      608
 Operating expenses                         533      665
 Depreciation and amortization              195      193
 Franchise payments and other taxes          65       76
 Preferred dividends of subsidiaries          1        1
                                          -----    -----
     Total                                1,479    1,543
                                          -----    -----
Income Before Interest and Income Taxes     313      241
Interest                                     70       57
                                          -----    -----
Income Before Income Taxes                  243      184
Income Taxes                                110       87
                                           ----    -----
Net Income                                  133       97
Preferred Dividend Requirements               3        3
                                           ----    -----
Earnings Applicable to
 Common Shares                             $130    $  94
                                           ====    =====

See notes to Consolidated Financial Statements.

</TABLE>


<TABLE>

                   PACIFIC ENTERPRISES AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                          (Dollars in millions)
<CAPTION>

                                               Balance at
                                         ------------------------
                                         September 30,   December 31,
                                            1999          1998
                                         (Unaudited)
                                         ----------   -----------
<S>                                       <C>           <C>
ASSETS
Current Assets:
  Cash and cash equivalents                $    109      $   27
  Accounts and notes receivable                 285         462
  Due from affiliates                           165         119
  Income taxes receivable                        --          22
  Deferred income taxes                         192         130
  Natural gas in storage                         80          49
  Materials and supplies                         12          16
  Prepaid expenses                               20          19
                                            -------      ------
      Total current assets                      863         844
                                            -------      ------
Investments and other assets:
  Regulatory assets                             340         351
  Other receivables                             129         130
  Investments                                     4         209
  Other assets                                   62          61
                                            -------      ------
      Total investments and
         other assets                           535         751
                                            -------      ------
Property, plant and equipment                 6,165       6,152
  Less accumulated depreciation and
    amortization                             (3,301)     (3,149)
                                            -------     -------
      Total property, plant and
        equipment - net                       2,864        3,003
                                             ------       ------
      Total                                  $4,262       $4,598
                                             ======       ======

See notes to Consolidated Financial Statements.

</table


</TABLE>
<TABLE>
                    PACIFIC ENTERPRISES AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                           (Dollars in millions)
<CAPTION>
                                                  Balance at
                                           -------------------------
                                         September 30,   December 31,
                                             1999           1998
                                          (Unaudited)
                                           ----------    -----------
<S>                                        <C>            <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Short-term debt                           $    70        $    43
  Long-term debt due within one year            105            206
  Accounts payable - trade                      191            163
  Accounts payable - other                      231            245
  Regulatory balancing accounts
    overcollected - net                         283            129
  Accrued income taxes                           28             --
  Interest accrued                               32             47
  Other taxes payable                            26             32
  Deferred income taxes                          28             --
  Other                                          82            149
                                             ------         ------
      Total current liabilities               1,076          1,014
                                             ------         ------
Long-term debt:
  Long-term debt                                939            985
  Debt of Employee Stock Ownership Plan         130             --
                                             ------         ------
      Total long-term debt                    1,069            985
                                             ------         ------
Deferred credits and other liabilities:
  Post-retirement benefits other than pensions  196            210
  Deferred income taxes - net                   237            220
  Deferred investment tax credits                56             58
  Other deferred credits and
    other liabilities                           443            544
                                             ------         ------
      Total deferred credits and
        other liabilities                       932          1,032
                                             ------         ------
Preferred stock of subsidiary                    20             20
                                             ------         ------
Commitments and contingent liabilities (Note 3)

Shareholders' equity:
  Capital stock:
    Preferred                                    80             80
    Common                                    1,117          1,117
                                             ------         ------
      Total capital stock                     1,197          1,197
  Retained earnings                              13            395
  Deferred compensation relating to
    Employee Stock Ownership Plan               (45)           (45)
                                             ------         ------
      Total shareholders' equity              1,165          1,547
                                             ------         ------
         Total                               $4,262         $4,598
                                             ======         ======

See notes to Consolidated Financial Statements.

</table


</TABLE>
<TABLE>

                   PACIFIC ENTERPRISES AND SUBSIDIARIES
        CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)
                          (Dollars in millions)
<CAPTION>
                                                     Nine Months Ended
                                                      September 30,
                                                    ------------------
                                                     1999        1998
                                                     -----      -----
<S>                                               <C>         <C>
Cash Flows from Operating Activities:
  Net Income                                       $  133       $  97
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and amortization                   195         193
      Deferred income taxes                            51          (1)
      Other - net                                     (15)         (1)
      Net change in other working capital
        components                                    (83)        278
                                                    -----       -----
          Net cash provided by operating
            activities                                281         566
                                                    -----       -----
Cash Flows from Investing Activities:
  Expenditures for property, plant and
    equipment                                        (106)       (108)
  Increase in other investments                        --         (65)
 (Increase) decrease in other receivables,
     regulatory assets and other assets               (15)         24
                                                    -----       -----
           Net cash used in investing activities     (121)       (149)
                                                    -----       -----
Cash Flows from Financing Activities:
  Issuance of long-term debt                           --          75
  Payment on long-term debt                            (2)       (151)
  Increase(Decrease) in short-term debt                27        (322)
  Sale of Common Stock                                 --          27
  Redemption of preferred stock of a subsidiary        --         (75)
  Common dividends paid                              (100)        (97)
  Preferred dividends paid                             (3)         (3)
                                                    -----       -----
          Net cash used in financing activities      ( 78)       (546)
                                                    -----       -----
Increase (Decrease) in Cash and Cash Equivalents       82        (129)
Cash and Cash Equivalents, January 1                   27         153
                                                    -----       -----
Cash and Cash Equivalents, September 30             $ 109       $  24
                                                    =====       =====
Supplemental Disclosure of Cash Flow Information:
  Interest payments (net of amount capitalized)     $  85       $  58
                                                    =====       =====
  Income tax payments (net of refunds)              $ 100       $  (2)
                                                    =====       =====
Supplemental Schedule of Noncash Activities:
  Dividend of property to Sempra Energy             $  --       $  23
                                                    =====       =====
  Dividend of affiliates to Sempra Energy           $ 413       $ 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
or the Company), the parent company of Southern California Gas
Company (SoCalGas). The Company is a subsidiary of Sempra Energy, a
California-based Fortune 500 energy services company. The financial
statements herein are the Consolidated Financial Statements of PE and
its sole direct subsidiary, SoCalGas.

The accompanying Consolidated Financial Statements have been prepared
in accordance with the interim-period-reporting requirements of Form
10-Q. 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 only of a
normal recurring nature. Certain changes in classification have been
made to prior presentations to conform to the current financial
statement presentation.

The Company's significant accounting policies, as well as those of
its subsidiaries, are described in the notes to Consolidated
Financial Statements in the Company's 1998 Annual Report. The same
accounting policies are followed for interim reporting purposes.

This Quarterly Report should be read in conjunction with the
Company's 1998 Annual Report and its Quarterly Reports on Form 10-Q
for the three-month periods ended March 31, and June 30, 1999.

In conformity with generally accepted accounting principles,
SoCalGas' accounting policies reflect the financial effects of rate
regulation authorized by the California Public Utilities Commission
(CPUC). SoCalGas applies the provisions of Statement of Financial
Accounting Standards No. 71, "Accounting for the Effects of Certain
Types of Regulation" (SFAS No. 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
No. 71 in accounting for its regulated operations.

2.  BUSINESS COMBINATIONS

PE/Enova

On June 26, 1998 (pursuant to an October 1996 agreement) Enova
Corporation(Enova), the parent company of San Diego Gas & Electric
(SDG&E), 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 stocks of SDG&E, PE and
SoCalGas remained outstanding. Additional information on the business
combination is discussed in the Company's 1998 Annual Report.

No expenses were incurred in connection with the above for the nine
months and three months ended September 30, 1999. During the nine-
month and three-month periods ended September 30, 1998, expenses of
$33 million, after tax, and $1 million, after tax, respectively, were
incurred.

As a result of the business combination, PE dividended its nonutility
subsidiaries to Sempra Energy during 1998 and early 1999. SoCalGas is
now the sole direct subsidiary of PE.

KN Energy

On February 22, 1999, Sempra Energy and KN Energy, Inc. (KN Energy)
announced that their respective boards of directors had approved
Sempra Energy's acquisition of KN Energy, subject to approval by the
shareholders of both companies and by various federal and state
regulatory agencies. On June 21, 1999, Sempra Energy and KN Energy
announced that they had agreed to terminate the proposed acquisition.

3.  MATERIAL CONTINGENCIES

NATURAL GAS INDUSTRY RESTRUCTURING

The natural gas industry experienced an initial phase of
restructuring during the 1980s by deregulating natural 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's natural gas consumers.

In August 1998, California enacted a law prohibiting the CPUC from
enacting any natural gas industry restructuring decision for core
(residential and small commercial) customers prior to January 1,
2000; the CPUC continues to study the issue. During the
implementation moratorium, the CPUC has been holding hearings
throughout the state and intends to give the legislature a draft
ruling before adopting a final market-structure policy. SDG&E and
SoCalGas have been actively participating in this effort and have
argued in support of competition intended to maximize benefits to
customers rather than to protect competitors.

In October 1999, the State of California enacted a law (AB 1421)
which requires that gas utilities provide "bundled basic gas service"
(including transmission, storage, distribution, purchasing, revenue-
cycle services and after-meter services) to all core  customers,
unless the customer chooses to purchase gas from a non-utility
provider. The law prohibits the CPUC from unbundling distribution-
related gas services (metering, billing, etc.) and after-meter
services (leak investigation, inspecting customer piping and
appliances, pilot relighting, carbon monoxide investigation, etc.)
for most customers. The objective is to preserve both customer safety
and customer choice.

QUASI-REORGANIZATION

In 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 AND OTHER SHAREHOLDERS' EQUITY

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, 1999 and 1998
was equal to net income.

5. SEGMENT INFORMATION

The Company had two separately managed reportable segments: SoCalGas
and Sempra Energy Trading (SET). However, PE dividended its SET
holdings to Sempra Energy during the second quarter of 1999.


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 1998 Annual Report.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. 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 which could cause
actual results to differ materially from those anticipated.

These statements are necessarily based upon various assumptions
involving judgments with respect to the future including, among
others, local, regional, national and international economic,
competitive, political and regulatory conditions and developments;
technological developments; capital market conditions; inflation
rates; interest rates; energy markets; weather conditions; business,
regulatory or legal decisions; the pace of deregulation of retail
natural gas and electricity industries; the timing and success of
business development efforts; 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. Readers are urged to review and consider carefully the
risks, uncertainties and other factors which affect the Company's
business described in this quarterly report and other reports filed
by the Company from time to time with the Securities and Exchange
Commission. Readers are cautioned not to put undue reliance on any
forward-looking statements. For those statements, the Company claims
the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.

BUSINESS COMBINATIONS

See Note 2 of the notes to Consolidated Financial Statements
regarding the PE/Enova business combination and the agreement to
terminate the KN Energy acquisition.

CAPITAL RESOURCES AND LIQUIDITY

The Company's utility operations continue to be a major source of
liquidity. In addition, working capital requirements are met through
the issuance of short-term and long-term debt. These capital
resources are expected to remain available. Major changes in cash
flows not described elsewhere are described below. Cash and cash
equivalents at September 30, 1999 are available for investment in
utility plant, the retirement of debt, and other corporate purposes.

CASH FLOWS FROM OPERATING ACTIVITIES

Cash flows from operations decreased primarily due to payments on
behalf of affiliated companies, and less overcollections on
regulatory balancing accounts compared to 1998.

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures for property, plant and equipment are estimated
to be $150 million for the full year 1999 and will be financed
primarily by internally generated funds and will largely 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.

In January 1998, PE and Enova jointly acquired CES/Way International,
Inc. for a total of $79 million and later renamed it Sempra Energy
Services (Services). Services provides energy-efficiency services,
including energy audits, engineering design, project management,
construction, financing and contract maintenance. Effective January
1999, PE transferred its ownership interest in Services to Sempra
Energy.

In March 1998, PE increased its existing investment in two Argentine
natural gas utility holding companies from 12.5 percent to 21.5
percent by purchasing an additional interest for $40 million. In
March 1999, the investment was transferred to Sempra Energy.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash used in financing activities decreased primarily due to
greater long-term and short-term debt repayments and the redemption
of SoCalGas' preferred stock in 1998, partially offset by greater
dividends paid to Sempra Energy in 1999.

On February 2, 1998, SoCalGas redeemed all outstanding shares of its
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 decreased for the three-month period ended
September 30, 1999, compared to the same period in 1998, primarily
due to lower earnings in the noncore market. SoCalGas' net income for
the nine-month period ended September 30, 1999 increased primarily
due to lower business-combination costs in 1999.

UTILITY OPERATIONS

The table below summarizes the components of natural gas volumes
and revenues by customer class for the nine months ended
September 30, 1999 and 1998.





<TABLE>
Gas Sales, Transportation & Exchange
(Dollars in millions, volumes in billion cubic feet)
<CAPTION>

                                Gas Sales     Transportation & Exchange      Total
                           --------------------------------------------------------------
                           Throughput  Revenue  Throughput  Revenue   Throughput  Revenue
                           --------------------------------------------------------------
<S>                          <C>       <C>         <C>      <C>          <C>      <C>
1999:
 Residential                      201     $1,319         2    $  6         203     $1,325
 Commercial and industrial         63        334       227     175         290        509
 Utility electric generation       --         --       128      52         128         52
 Wholesale                         --         --       111      43         111         43
                           --------------------------------------------------------------
                                  264     $1,653       468    $276         732     $1,929
 Balancing accounts and other                                                        (136)
                                                                                 --------
   Total                                                                           $1,793
-----------------------------------------------------------------------------------------

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                         --         --       119      48         119         48
                           --------------------------------------------------------------
                                  247     $1,776       473    $311         720      2,087
 Balancing accounts and other                                                        (325)
                                                                                 --------
   Total                                                                           $1,762
-----------------------------------------------------------------------------------------
</TABLE>


Utility natural gas revenues increased 6 percent and 1 percent
for the three-month and nine-month periods ended September 30,
1999, compared to the same periods in 1998. The increase for the
three-month period is primarily due to higher sales to
residential customers. The increase for the nine-month period is
primarily due to lower overcollections in 1999, partially offset
by a decrease in residential and commercial and industrial
revenues. The decrease in residential and commercial and
industrial revenues is due to lower gas rates.

Cost of natural gas distributed increased 25 percent and 13
percent for the three-month and nine-month periods ended
September 30, 1999 compared to the same periods in 1998. The
increase for the three-month period is primarily due to higher
natural gas prices, partially offset by lower total sales. The
increase for the nine-month period is primarily due to higher
natural gas prices and increased sales in 1999. Under the current
regulatory framework, changes in revenue resulting from core-
market changes in volumes and the cost of natural gas do not
affect net income.

Operating expenses decreased 4 percent and 20 percent for the
three-month and nine-month periods ended September 30, 1999
compared to the same periods in 1998. The increase for the nine-
month period was primarily due to lower business-combination
costs. In addition, the level of operating expenses was affected
by the dividending of the Company's nonutility subsidiaries to
Sempra Energy in early 1999.

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 were consolidated into Sempra Energy's overall Year 2000
readiness effort. Sempra Energy established a central Year 2000
Program Office, which reports to Sempra Energy'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 has identified all significant IT and non-IT systems
(including embedded systems) that might not be Year 2000 ready and
categorized them in the following areas: IT applications, computer
hardware and software infrastructure, telecommunications, embedded
systems, and third parties. The Company evaluated 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 has
prioritized so that, when possible, critical systems were 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, with
critical energy delivery systems for both SoCalGas and SDG&E Year
2000 Ready since June 30, 1999. The Company defines "Year 2000 Ready"
as suitable for continued use into the year 2000 with no significant
operational problems.

Sempra Energy's current schedule for Year 2000 testing and readiness
for non-critical systems is to be completed by the end of 1999. In
certain cases, 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. In addition, a continued readiness
management process has been implemented to monitor and review the
progress of Year 2000 readiness of the Company's systems.

The Costs to Address the Company's Year 2000 Issues

Sempra Energy's budget for the Year 2000 program is $48 million, of
which $44 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
scenario is for small, localized interruptions of utility 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. Successful contingency drills were held with eight
west-coast natural gas pipeline companies on August 24, 1999 and with
the North American Electric Reliability Council (NERC) on September
9, 1999.

Under these efforts, participating utilities are working together to
assess specific vendors' system problems and to test plans. These
assessments are being 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 major suppliers and customers. The Company continues to
contact its major 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 its non-IT
systems.

The Company's Contingency Plans

The Company's contingency plans for Year-2000-related interruptions
have been completed and were submitted to the CPUC on July 1, 1999.
These plans will continue to be revised and improved during the
remainder of 1999. The contingency plans include emergency backup and
recovery procedures, replacing electronic applications with manual
processes, and identification of alternate suppliers, along with
increasing inventory levels. In addition, the following key
contingency actions will be taken.

? Only critical system changes will be implemented during
December 1999 and January 2000.
? An hour-by-hour plan will be developed to cover key
contingency actions.
? On-site staffing will be in place at key operational and
administrative locations.
? Designated standby staff will be on-call with thirty-minute
availability.
? Emergency Operations Centers will be activated on December
31, 1999.
? Walk-through drills are being held during the fourth quarter
of 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

The Company's performance in the near future will depend on the
results of SoCalGas. Because of the ratemaking and regulatory
process, electric and natural gas industry restructuring, and the
changing energy marketplace, there are several factors that will
influence the Company's future financial performance. These factors
are discussed in this section.

Industry Restructuring

See discussion of industry restructuring in Note 3 of the notes to
Consolidated Financial Statements.


Performance-Based Regulation (PBR)

To promote efficient operations and improved productivity and to move
away from reasonableness reviews and disallowances, the CPUC has been
directing 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 require future income potential to be
tied to achieving or exceeding specific performance and productivity
goals, as well as cost reductions, rather than relying solely on
expanding utility rate base in a market where a utility already has a
highly developed infrastructure.

SoCalGas' PBR is in effect through December 31, 2002; 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 application, which is
expected to become effective during the first quarter of 2000. See
additional discussion in "Biennial Cost Allocation Proceeding" below.

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 1999, SoCalGas is authorized to earn a
rate of return on common equity (ROE) of 11.6 percent and a 9.49
percent return on rate base (ROR), unchanged from 1998.

Annual Earnings Assessment Proceeding

An application was filed in May 1999 to recover shareholder rewards
for the Demand Side Management (DSM) programs and incentives earned
for the energy-efficiency and low-income programs totaling $5
million. The revenue requirement increase is proposed to become
effective on January 1, 2000. The DSM rewards and low-income program
incentives will be collected and recorded in earnings over ten years.
The energy-efficiency program incentives are recovered in one year.
Rewards and incentives for these programs are subject to CPUC
approval. A final decision is expected during the first quarter of
2000.

The CPUC has extended interim utility administration of energy-
efficiency and low-income programs through December 31, 2001.

Biennial Cost Allocation Proceeding (BCAP)

The BCAP determines how a utility's costs are allocated among various
customer classes (residential, commercial, industrial, etc.).
SoCalGas filed the 1999 BCAP application in October 1998, with
hearings held during the first half of 1999. At the conclusion of
hearings, a joint BCAP recommendation was reached proposing, among
other things, an overall natural gas rate reduction of $229 million
for SoCalGas. A CPUC decision is expected during the first quarter of
2000.

INTERNATIONAL OPERATIONS

In conjunction with the PE/Enova business combination, in March 1999,
Enova's and PE's ownership interests in international subsidiaries
were transferred to Sempra Energy at book value.

OTHER OPERATIONS

Sempra Energy Trading Corp. (SET), a leading natural-gas power
marketing firm headquartered in Stamford, Connecticut, was jointly
acquired by PE and Enova on December 31, 1997. Effective April 1999,
PE transferred its ownership interest in SET to Sempra Energy. PE's
interest in SET did not have a significant effect on PE's income in
1999.

ITEM 3.    MARKET RISK

There have been no significant changes in the risk issues affecting
the Company subsequent to those discussed in the Annual Report on
Form 10-K for 1998. "ITEM 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operations" herein includes
discussion of various risk issues.

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Except for the matters referred to in the Company's 1998 Annual
Report or referred to elsewhere in this Quarterly Report on Form 10-Q
for the three months ended September 30, 1999, neither the Company
nor any of its affiliates is a party to, nor is its property the
subject of, any material pending legal proceedings other than routine
litigation incidental to its businesses.

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, 1999.

(b)  Reports on Form 8-K

      None.




                             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: November 12, 1999         By:      /s/ F. H. Ault
                                    ----------------------------

                                          F. H. Ault
                                   Vice President and Controller